MARWYN VALUE INVESTORS LIMITED ## Annual Report and ## Financial Statements FOR THE YEAR ENDED 31 DECEMBER 2025 ## 2025 MARWYN VALUE INVESTORS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 ## Contents 04 Financial and Performance Summary 06 Report of the Chairman 08 Report of the Manager 14 Investment Portfolio 28 Allocation of Net Asset Value 32 Environmental, Social and Governance 34 Distributions 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 85 DefinedTerms 86 GlossaryofTechnicalTerms 87 Disclaimer DefinedtermsusedthroughouttheAnnualReportandFinancialStatementsareasdescribedonpage85. A glossary of technical terms used throughout the Annual Report and Financial Statements is included on page 86. WWW.MARWYNVALUE.COM | 3 ## Financial and Performance Summary ### PERFORMANCE FOR YEAR TO / AS AT 31 DECEMBER 2025 2025 Ordinary Share Total NAV Movement (£m) ### Ordinary Shares | | | 1 | | | 2 | | --- | --- | --- | --- | --- | --- | | NAV Total Return | | | Share Price Total Return | | | | | +35.4% | | | +63.6% | | FTSESmallCap(ex-IC)+10.9% FTSEAIMAll-Share+8.5% NAV Per Share Net Assets ## 260.6p £144.6m Share Price Market Capitalisation ## 139.5p £77.4m Implied Dividend Yield Dividends ## 6.49% ## 9.06p assumingfullyeardividendof9.06pand31December 2025sharepriceof139.5p 3 Inception to date NAV Total Return ### Capital Returns and Distributions ## +380.8% FTSESmallCap(ex-IC)+230.6% The Company distributes capital to shareholders through a range of methods, which are discussed further in FTSEAIMAll-Share-15.4% the section ‘Distributions and Discount Management’, beginning on page 34. Realisation Shares Look-Through NAV Breakdown as at 31 December 2025 | | Realisation | | Ticker | Period | | Inception to | TSR from | | | Nav | Net | | NAV | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Ordinary Shares Total Value (£m) NAV/pence per % of NAV | | | | | 4 5 | | | | | | | | | | | | | Class | | TSR | | date TSR | creation of | | | per | Assets | distributed | | | | Ordinary Share | | | | | | | | | | | | | | 7 | | | | | | | | | | | 6 | | | SINCE INCEPTION | | | | Investment Portfolio | | | | | | | | Class | | share | | | | | Quoted investments AdvancedAdvT 28.4 51.2 19.6% 2016 MVIR -6.5% +203.3% +4.3% 400.4p £2.7m 89.4% InvestAccGroup 40.9 73.6 28.3% 2021 MVR2 +28.8% +344.7% +64.7% 292.8p £1.1m 0.0% MACAlpha 1.4 2.5 1.0% MarwynAcquisitionCompanyIII 5.9 10.6 4.1% ZegonaCommunications 50.3 90.7 34.8% ### Total Capital Returns and Distributions 450 3.8 6.9 2.6% Unquoted investments Since Inception LeChameau 19.4 35.0 13.4% Palmer 9.3 16.7 6.4% Ordinary Shares Realisation Classes Combined Total Value 159.4 287.2 110.2% Cash 1.7 3.1 1.2% Dividends Capital Total Total Capital Dividends Capital Total Otherassets/liabilities (16.4) (29.6) (11.4)% | | | and | | returns | distributions | | returns | | and | returns | since | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Net Asset Value 144.6 260.6 100.0% | | | 8 | | | | | | | | | | | buybacks | | | | | | | buybacks | | | inception | | | £73.3m | | | £25.9m | | £99.2m | £16.4m | £73.3m | | £42.3m | £115.6m | Investments are held indirectly, as described in the ‘Fund Structure and Investment Policy’ section of this Annual Report 4 1 Fortherealisationshareclasses,TotalShareholderReturniscalculatedasthemovementintotalshareholdervalue,includingalldistributions 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  madetorealisationshareholdersovertherelevantperiod. 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. 5 3 Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were 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  convertedtotherelevantRealisationClass,thenTotalShareholderReturnoftherelevantRealisationClassfromthatdate.  priortotheiramalgamation,usingtheconversionratiopublishedon17April2008. 6 RealisationClassTotalShareholder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2026. 4 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 5 MARWYN # 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 2025. This has been a standout year for the Company, reflecting the quality of the portfolio that has been built over recent years and the momentum now evident across our three listed operational holdings. The Company's ordinary shares delivered a NAV Total Return of +35.4% and a Share Price Total Return of +63.6% over the year, with annual dividends maintained at 9.06p per share. As we have consistently emphasised, Marwyn's approach is long-term and operationally focused. We believe the portfolio is positioned to continue generating material NAV growth, supported by multiple value creation levers across our underlying businesses. Portfolio Progress and Performance The Company's portfolio is now composed of five operating businesses across a diverse range of sectors, each progressing against clearly defined strategies. The continued strong performance of Zegona, InvestAcc Group and AdvancedAdvT—our three listed operational holdings—has been the key driver of NAV growth over the period, reflecting both improved operating performance and increasing market recognition. Zegona executed on its value creation plan following the acquisition of Vodafone Spain, advancing two fibre network company transactions and initiating a capital allocation programme, including a special dividend, a substantial share consolidation, buyback and deleveraging. InvestAcc completed the AJ Bell Platinum Self Invested Pension Scheme and Small Self-Administered Scheme book acquisition in November 2025, adding c. £10 million of high quality recurring revenue, taking Assets under Administration to £9+ billion and the customer base to c. 18,000, along with delivering organic revenue growth of 28%. AdvancedAdvT delivered robust top line growth and margin progression, with recurring revenue of c.80% and significant Adjusted EBITDA growth, supported by targeted bolt on M&A and operational improvements. Across the private businesses, Palmer has continued to develop its private capital servicing platform and has expanded regulatory and operational capability, while Le Chameau has progressed its strategic initiatives and brand elevating partnerships (including Loro Piana and CHANEL J12 Boat Race) as it approaches its centenary in 2027. While Le Chameau's sector multiples have compressed, we remain encouraged by the strength in its core product mix, gross margin resilience and growth potential. In addition, MAC Alpha announced the appointment of Avril Palmer-Baunack as Chairman in October 2025. Avril previously partnered with Marwyn to acquire BCA Marketplace and we are delighted to welcome her back into the Marwyn fold, representing the return of another proven Management Partner. Further detail on each company is provided in the CIO's report included within this Annual Report. 2025 Results & Share Price Performance For the twelve months to 31 December 2025, the ordinary shares delivered a NAV Total Return of +35.4% and a Share Price Total Return of +63.6%, outperforming both the FTSE SmallCap (ex IC) (+10.9%) and FTSE AIM All Share (+8.5%) over the year. This performance also continues the strong multi-year trajectory: over three years the Company has delivered a NAV Total Return of +69.9%, and over five years a NAV Total Return of +104.4%. ![img-0.jpeg](img-0.jpeg) Shareholder Distributions and Discount The Board recognises the importance many shareholders place on a regular and predictable dividend. The Company paid interim dividends of 2.265p per ordinary share in February, May, August and November 2025, maintaining the annual dividend at 9.06p per share; dividends continued in 2026 with a further 2.265p payment made in February 2026. Based on the year-end share price, the annual dividend of 9.06p equates to an implied dividend yield of 6.5%. As is common across listed investment companies, the Company's shares have traded at a discount to NAV. In addition to the ordinary share distribution policy and the realisation class mechanism, more fully described in the 'Distributions and Discount Management' section of these financial statements, the Board and the Manager continue to consider a range of options intended to support long-term discount management. We remain focused on measures that are sustainable and economically efficient for shareholders as a whole without prejudicing investment performance. For realisation share class distributions, we remain committed to ensuring that distributions are executed in an economically efficient way for all shareholders. As such, distributions to realisation shareholders will be made on exit events where proceeds are sufficient to enable an economically efficient distribution. The next realisation share conversion opportunity will be available to ordinary shareholders in November 2026. Share We come share set of with 1 continuing James largest Company As always with a (scot) as a Outlo After portfolio a part The v portfolio the op over the p The i Comp by the With a Partn capital continuing On be your c Robert Chain 29 Apr 6 | ANNUAL REPORT AND FINANCIAL STATEMENTS ## Report of the Manager ## Our History Our Team James Corsellis Chief Investment Officer ### We have been creating and Based in London and Jersey with a staff James co-founded Marwyn in 2005 and brings extensive public company experience implementing our investment strategy of 15, the Marwyn team brings together as well as management and corporate finance expertise across a range of sectors and an extensive network of relationships with co-investors, advisers and other business ### across a range of sectors in public diverse experience and skills in areas leaders. Previously he has served as Chairman of Entertainment One and director markets for over 20 years. Our model is including investment, corporate finance, of BCA Marketplace Limited, Advanced Computer Software, Breedon Aggregates amongst other Marwyn portfolio companies and previously served as CEO of icollector ### to partner with outstanding executives operational and transactional expertise Plc from 1994-2001. James was educated at Oxford Brookes University, the Sorbonne ### and management teams who share our to help execute our strategy and support and London University. ### vision. These Management Partners our investee companies. ### are vital from the beginning, playing a ### major role in identifying opportunities, Antoinette Vanderpuije Chief Financial Officer and Chief Operating Officer ### conducting thorough due diligence, and Antoinette joined Marwyn in 2007 and leads the finance, markets and regulation the active execution of strategic plans, team. She has extensive M&A and investment experience with a particular focus on transaction tax structuring and incentive planning. Antoinette previously worked in ### often taking on key positions such as the finance team at Arcadia Group and prior to that with Bourner Bullock Chartered ### Chairman or CEO. The success of our Accountants. She is a Chartered Accountant, a Chartered Tax Advisor and holds a BA from University College London. ### previous investments has been based ### on this partnership model. 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 Chartered Accountant and graduated from Durham University with a BA (Hons) in Economics. 8 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 9 MARWYN # Report of the Manager # Track Record Since 2005, Marwyn has created many of the UK's most successful public companies. ![img-1.jpeg](img-1.jpeg) The table below shows the equity profits made by a selection of the UK's most successful public companies. The returns are calculated based on either the offer price at the time of the offer price as of 31 March 2026 for those still listed. | COMPANY | TOPICS | ACQUISITION DATE | MANAGEMENT PARTNERS | | --- | --- | --- | --- | | BCA | BCA | Apr-15 | Avril Palmer-Baunack | | ETO | ETO | Feb-07 | Darren Throop | | BREE | BREE | Sep-10 | Peter Tom Simon Vivian | | ZEGONR | ZEG | Aug-15 | Eamonn O'Hare Robert Samuelson | | Advanced | AdvT | Aug-23 | Vin Muria | | Advanced | ACS | Aug-08 | Vin Muria | | Concaten | COT | Nov-06 | Keith Tozzi Fiona Begley | | Inspicio | INP | Oct-05 | Mark Silver Keith Tozzi | | InvestAccGroup | INAC | Oct-24 | Mark Hodges | | Talarius | TLS | Jun-05 | Nick Harding | | Molorio | MLO | Oct-07 | Adrian Carey Hugh Aldous | | | ZTR | Apr-05 | Ian Blackburn | | **TOTAL** | | | | 10 | ANNUAL REPORT AND FINANCIAL STATEMENTS MARWYN # Report of the Manager ## Chief Investment Officer's Investment Commentary and Outlook Dear fellow Shareholders, 2025 has been a highly significant year for the Company, with strong performance reflecting both the progress made across our operating portfolio and increasing market recognition of that progress. The Company delivered a NAV Total Return of +35.4% for the 12 months ended 31 December 2025, with 3 and 5 year NAV TR performance at +69.9% and +104.4% respectively. These are the outcomes we seek: long-term, compounding value from businesses whose strategic levers we understand and influence. ### Market Outlook and MVI Prospects Global economic and geopolitical conditions remained turbulent through 2025 and into early 2026. Trade policy uncertainty increased, and sentiment toward artificial intelligence produced real swings in public markets. We kept a tight focus on risk and portfolio monitoring throughout. Trading across the portfolio held up well. AdvancedAdvT, InvestAcc and Palmer each run on high levels of recurring revenues — software licences, pension administration fees and fund services retainers — which gives the Company a stable base that is largely insulated from short-term macro noise. Zegona has continued to perform strongly, with operating cash flow compounding materially since the acquisition of Vodafone Spain and the business tracking well ahead of its original plan. Le Chameau continues to execute its brand elevation strategy ahead of its centenary year in 2027. Artificial intelligence remains an important driver of market narratives around software businesses, shaped by changing views of its impact. In our portfolio, AdvancedAdvT is most directly exposed to AI-driven sentiment (and potential product disruption). AdvT management's view, set out in more detail in the Investment Portfolio section, is that AI is both an opportunity and a risk for the platform: it raises productivity and expands addressable markets. Our assessment, supported by operational evidence directly from AdvT, is their mission-critical vertical software is not materially threatened by current AI capabilities, whilst the January 2026 acquisition of the MatchingCore intellectual property is a concrete example of AdvT investing to capture that opportunity. Short-term valuations will continue to move with sentiment. Our conviction is that long-term value will be driven by earnings growth and disciplined capital allocation, not by the month's prevailing narrative. The people we back matter as much as the businesses. Eamonn O'Hare and Robert Samuelson at Zegona, Mark Hodges and Will Self at InvestAcc, and Vin Murria OBE at AdvancedAdvT are among the most experienced operators in their respective sectors, with track records of value creation through prior Marwyn vehicles and beyond. Waheed Alli at Le Chameau and Martin Schnaier at Palmer are building businesses with long runways ahead. That depth of partnership, on top of the recurring-revenue foundation across most of the portfolio, is why I expect MVI to keep delivering NAV growth and sustainable returns through whatever the next 12-24 months bring. ### Investment Commentary The Investment Portfolio section covers each holding in detail. A summary of the key developments across the principal positions is below. #### Zegona Since completing the acquisition of Vodafone Spain in May 2024 at 3.9x EV/EBITDAaL, Zegona has executed at pace on three fronts. First, revenue stabilisation: +2% broadband and +26k contract mobile lines added across the last three quarters of FY25, reversing years of decline. Second, efficiency: organisational simplification and cost actions lifted the EBITDAaL margin from 34% to 37% and the cashflow margin from 18% to 23%. Third, infrastructure monetisation, through two FibreCo joint ventures — PremiumFiber with MasOrange (GIC taking c.25%) and FiberPass with Telefónica (AXA IM Alts taking c.40%). In 2025 Zegona commenced its capital allocation programme — a €1.4 billion special dividend, a c.69% reduction in share count through the cancellation of c.523 million shares, a €200 million buyback, and €200 million of debt reduction — while continuing to push on operations. There is still room for operating cash flow to expand, and further value to come from network partnerships and wholesale. #### InvestAcc 2025 was the year InvestAcc moved from a platform to a scaled consolidator. Completing the AJ Bell Platinum SIPP & SSAS book in November 2025 added around 3,400 customers and £10 million of recurring revenue, taking AuA above £9 billion across c.18,000 accounts and strengthening the Group's lead-in 'full' SIPP administration. The Karlesia relationship provides additional M&A capacity. Underlying trading was strong: organic revenue growth of 28%, Trading EBITDA up 62% to £6.9 million at margins above 40%, and AuA +82% year-on-year. We remain confident in the three-year plan to reach £20 million+ of EBITDA, supported by disciplined execution and a visible pipeline. #### AdvancedAdvT AdvT reported revenue of c.£53 million for the period to 28 February 2026, a 22% increase on the prior year, with recurring revenue at around 80% and Adjusted EBITDA of not less than £14.4 million (FY25 £11.3 million) at an Adjusted EBITDA margin above 27%. The improvement reflects operating gains, the SaaS mix shift, and nine acquisitions completed since July 2023 (c.£45 million deployed net of cash acquired) — most recently the bolt-ons of Celaton, GOSS and HFX, and, post period, the MatchingCore intellectual property in January 2026. With c.£96 million of cash on the balance sheet as at 28 February 2026, AdvT has the capacity to keep executing accretive M&A. The £10 million buyback programme launched in March 2026 is, in my view, a clear signal from management that the current price does not reflect the underlying value of the software businesses. The strategy is straightforward: operational excellence and targeted acquisitions to compound recurring revenue and margins. #### Le Chameau The five-year centenary plan continues to progress. FY25 revenue was £18.5 million, with the range focused on premium products, direct-to-consumer now 33% (£5.0 million) of continuing lines revenue, and gross margin of 67.8%. Strategic collaborations (for example Loro Piana and the CHANEL J12 Boat Race) are lifting brand equity ahead of 2027. During 2025 Le Chameau also separated from its previous strategic partner to re-establish as a standalone business and moved its direct-to-consumer operation onto Shopify in time for the centenary. Luxury sector multiples eased in 2025 on softer demand and tariff effects, and our valuation reflects that. Our view remains that product quality, margin discipline and brand elevation are the right drivers of long-term shareholder value. #### Palmer Palmer continues to build out its private capital servicing platform, expanding regulatory coverage and investing in its team and infrastructure to support pipeline conversion, consistent with the 'better-by-design' strategy established at launch. With all significant regulatory approvals now received, most recently Luxembourg CSSP clearance in June 2025, a larger prospective client pipeline has been unlocked. Effective 1 January 2025, Palmer also took over the administration of the Marwyn Funds across both listed and private vehicles, providing external validation of the platform's operational capabilities. We retain vehicle as Chair reach. Stop direct Palmer organics other to Silvercloth With Le the 450 would that Le on the admission #### Capital Our price we see maintained dividends inception and re the ord significant and my ordinar #### Outlook The po with se improve consol Advanced capacity whilst to Le Chameau We will on long Manage Thank you to Yours James Chief in 12 ANNUAL REPORT AND FINANCIAL STATEMENTS ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### Zegona Communications Plc Telecoms www.zegonacommunications.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 34.8% | £0.90 | | 2016 Realisation Shares | 31.8% | £1.27 | | 2021 Realisation Shares | 29.8% | £0.87 | As at 31 December 2025 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. Acquisition of Vodafone Spain FibreCo Monetisation The €5.0 billion acquisition of Vodafone Spain completed in Zegona has made significant progress executing its fibre May 2024, financed through vendor preference shares, €3.9 monetisation and capital return strategy. The PremiumFiber billion debt facilities, and a €300 million equity placement in FibreCo transaction with MasOrange delivered €1.4 billion of November 2023. The Marwyn Funds invested £7.845 million upfront proceeds following GIC’s acquisition of a ~25% stake, at £1.50 per share in the equity placement, with Zegona’s while the FiberPass FibreCo with Telefónica has delivered share price increasing to £13.95 as at 31 December 2025, €0.4 billion of upfront proceeds with AXA IM Alts acquiring representing a return of 830% and has since gone up further ~40%. As a result, Zegona has initiated its capital allocation in 2026. plan, including a €1.4 billion special dividend (paid in January 2026), the cancellation of 523 million shares resulting in a Background Value Creation Opportunity Performance c.69% reduction in share count, and the commencement Zegona was launched as a Marwyn vehicle in March 2015 The acquisition of Vodafone Spain was completed at of a €200 million share buyback programme. In parallel, The interim results for the 6 month period ended 30 with a ‘Buy-Fix-Sell’ strategy within the European TMT sector. 3.9x EV/EBITDAaL, representing a discount to European €200 million has been allocated to debt reduction and September 2025 detailed a number of significant operational Zegona’s first buy-fix-sell asset, Telecable, was acquired in telecommunications peers, with three key value drivers: management have restated their continued focus on and financial improvements delivered in the underlying August 2015 and sold to Euskaltel in July 2017 with Zegona delivering operational improvements. business: ### retaining a 15% stake in Euskaltel (later increased to 20%). • Revenue stabilisation through customer growth Zegona returned 98% of its share of proceeds to investors initiatives ### • Customer growth achieved through new product from the sale of Euskaltel in 2021 via a tender offer. Announced propositions, new branding for the low-cost offering ### in October 2023 and completing in May 2024, Zegona acquired • Efficiency improvements by reducing complexity (Lowi), churn reduction and insourced customer Vodafone Spain within the European TMT sector. relations platform with +29k broadband and +26k ### • Infrastructure monetisation via FibreCo transactions contract mobile lines in the last three quarters of FY25 (reversing years of decline) ### • EBITDAaL margin increased from 34% (FY25) to 37% through the rationalisation of network assets/leases, IT system consolidation and contract negotiations ### • Cashflow margin increased to 23% (FY25: 18%) 14 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 15 ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### InvestAcc Group Limited Financial Services www.investaccgroup.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 28.3% | £0.73 | | 2016 Realisation Shares | - | - | | 2021 Realisation Shares | 24.4% | £0.71 | As at 31 December 2025 Management Partners Mark Hodges Will Self Mark Hodges has over 30 years’ experience across the Will Self has over 20 years of cross-functional experience financial services and consumer sectors, including extensive leading financial brands in the UK, including driving M&A FTSE 100 board experience with Centrica plc and Aviva plc. and has held CEO positions at Curtis Banks Group PLC, a As former CEO of ReAssure, Mark led the business through leading UK pension provider, offering a range of SIPP and the £425 million acquisition of Quilter’s UK Heritage business SSAS solutions for individuals and businesses and Suffolk and oversaw the sale of Reassure to Phoenix Group Holdings Life, a division of Legal & General, as well as holding the Chief in 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, 4 Legal & General. Will also holds a variety of non-executive million customers and approximately 2,500 employees. roles, including positions with a number of charities and as chair on the FCA’s Smaller Business Practitioners Panel. Platform Acquisition Strategic Progress InvestAcc acquired its platform business in October 2024 for In November 2025, InvestAcc announced the completion an enterprise value of £36 million. The acquired InvestAcc of the AJ Bell Platinum SIPP and SSAS business acquisition, business is a pension services provider with 94% customer adding £10 million of high-quality recurring revenue and service scores and winner of multiple best SIPP provider driving AuA to over £9 billion across 18,000+ accounts and and best pension service awards, including the Defaqto Gold welcoming 3,400 new customers. The acquisition represents a Award for Pension Service 2025 and Best SIPP Provider at material increase in the scale of the group across geographical the Money Marketing Awards for the sixth time. location and customer base and marks a significant milestone in their journey to build the UK’s leading pension specialist. Financial Performance Strategic progress of the combined business has included a completed IT platform upgrade, a new Treasury Function For the 12 months to December 2025, InvestAcc delivered: and a successful fee review. The progress made to date has strengthened InvestAcc’s position as a market leader in full ### • Revenue growth: 43% to £15.0 million (organic growth Value Creation Opportunity SIPP administration with multiple recognitions at key industry of 28%) ### • Platform acquisition of InvestAcc completed October awards. 2024, establishing presence in £500 billion UK SIPP ### • Trading EBITDA growth: 62.2% to £6.9 million with Financing and Support market margins maintained above 40% The AJ Bell acquisition was financed through a committed ### • Consolidation strategy targeting full SIPP administrators facility from Kartesia. Marwyn has entered a three-year ### • 47% increase from the prior year in the number of SIPP with 30%+ EBITDA margins and 90%+ customer lock-up agreement for 12.4 million shares (25% of share and SSASs to 18,329 retention capital), demonstrating long-term commitment to the ### • Pension scheme Assets under Administration grew by consolidation strategy. ### • Pipeline of high quality acquisitions with a clear path to 81.6% to £9.8 billion delivering £20 million+ EBITDA over the next 3 years 16 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 17 ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### AdvancedAdvT Limited Digital, Software and Services www.advancedadvt.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 19.6% | £0.51 | | 2016 Realisation Shares | - | - | | 2021 Realisation Shares | 16.9% | £0.50 | As at 31 December 2025 Management Partner Value Creation Opportunity Vin Murria ### • Since July 2023, AdvancedAdvT has completed nine Vin Murria OBE is a highly experienced executive and has acquisitions, deploying ~£45 million net of cash acquires operated and/or advised public companies for over 30 years. to build a resilient, market-leading platform of mission- Vin was the founder and Chief Executive Officer of Advanced critical software solutions. Computer Software, a previous Marwyn vehicle, from 2008 until 2015 and built the business organically and through ### • AdvancedAdvT now consists of two divisions – Business acquisition from an initial cash shell to an enterprise value Solutions and Human Capital Management, sectors of £750 million on sale to Vista Equity Partners, delivering where digital transformation and automation are shareholder returns of almost 1,100 per cent, to those accelerating invested in the initial shell. The business was named UK Tech Company of the Year (2014) having grown to be the 3rd largest ### • As at 28 February 2026, the company maintained UK headquartered software business. Prior to Advanced balance sheet cash of £96 million, providing substantial Financial Performance Buyback Computer Software, Vin was founder and Chief Executive capacity for further acquisitions. Officer of Computer Software Group plc from 2002 until In February 2026, AdvancedAdvT reported that full year On 4 March 2026, AdvancedAdvT announced the 2007, which included a merger with IRIS Software, and exit to trading to 28 February 2026 was expected to be ahead of commencement of a share buyback programme of up to £10 Overview Hellman and Friedman at a £500 million valuation. Prior to this market expectations: million ordinary shares, with the board commenting that it Vin was the COO of Kewill Systems Plc (subsequently known as AdvancedAdvT raised £130 million in March 2021 to execute its believes the current market price to significantly undervalue BluJay Solutions). buy-and-build strategy in the software sector. The company ### • Revenue of c.£53 million (FY25 £43.3 million) the business’s software operations. It was also announced acquired five businesses from Capita plc in August 2023 that the board is further considering a substantial return of Vin is also a non-executive director of FTSE 100 Bunzl plc, the for £33 million, establishing its platform in mission-critical ### • Adjusted EBITDA not less than £14.4 million capital potentially via a tender offer and will continue to assess international distribution and services group. business and resource management software. (FY25 £11.3 million) options available regarding optimal capital allocation in the current market environment. Strategic Acquisitions ### Vin holds a bachelor’s degree in Computer Science, an MBA • Adjusted EBITDA margin of over 27% and a Doctorate in Business Administration (Hon). Vin was Following the Capita platform acquisition, AdvancedAdvT has awarded an OBE in 2018 for her services to Technology and the completed three bolt-on acquisitions totalling £17.2 million: • Recurring revenue of c.80% empowerment of women in the sector. ### • Celaton (May 2024): £4.8 million net consideration - The AdvancedAdvT results reflect sustained momentum intelligent document processing platform Vin is the founder of the PS Foundation, a charity set up to across all operating units and driven by continued operational support the education of women and children in poverty in efficiencies, customer growth, and successful contract wins & ### • HFX (May 2025): £5.3 million net consideration - India and the UK. renewals. AdvancedAdvT’s refreshed go-to market strategies, workforce management SaaS platform growth in SaaS and cloud offerings along with margin expansion, Azure migration and improved post-acquisition ### • GOSS Technology (May 2025): £7.1 million net integration are also key performance drivers. consideration - digital transformation platform for public sector AdvancedAdvT has noted recent market reaction to the perceived impact of AI on SaaS businesses, commenting that In January 2026, AdvancedAdvT also completed the acquisition AI introduces opportunities as well as risks. Management of the MatchingCore intellectual property for professional believe that for AdvancedAdvT and the end markets it services, a leading AI-driven resource optimisation technology. operates in, AI has the potential to act as an amplifier of This strategic move is expected to accelerate the development the company’s platform value, enhancing productivity and of advanced AI functionality within their Retain platform and expanding addressable markets. expand their total addressable market and applicability in professional services. 18 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 19 ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### Silvercloud Holdings Limited - Le Chameau Luxury Goods www.lechameau.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 13.4% | £0.35 | | 2016 Realisation Shares | 52.2% | £2.09 | | 2021 Realisation Shares | 10.1% | £0.30 | As at 31 December 2025 | Management Partner | Value Creation Opportunity | | | --- | --- | --- | | Waheed Alli, Chair | • Five-year plan targeting 2027 centenary to drive brand | | | Waheed Alli was appointed as Chair of Silvercloud Holdings | | elevation and market expansion | Limited and Le Chameau Holdings Limited in August 2023. ### Waheed has over 30 years’ experience across the retail, media, • Focus on hero products with higher gross margins and entertainment and technology sectors, having launched direct-to-consumer growth and grown a number of highly successful private and public ### businesses in his career. • Strategic collaborations with luxury brands to enhance brand positioning In addition to his success in the media and entertainment ### space, Waheed brings a wealth of experience in consumer • Broaden retail footprint with existing country retailers and luxury brands and was the Chair of ASOS plc from its and expand into new retailers across UK and Europe AIM IPO in 2001 with a market capitalisation of £12.3 million, overseeing growth and transformation of the business, with Overview its market capitalisation reaching £1.9 billion in 2012 when he left the board. Le Chameau was founded in 1927 in Cherbourg, France, Financial Performance specialising in handmade rubber boots. The company has With comparable multiples and valuations contracting amid a Waheed Alli has served as a member of the House of Lords grown revenue from £12.2 million in FY20 to £18.5 million in For FY25 (year ended 31 March 2025): tougher market backdrop, most notably softer luxury sentiment since 1998. FY25, representing 48% growth over five years. Gross margins and the impact of tariffs, these movements have been reflected ### • Total revenue: £18.5 million improved from 47% to 67.8% through SKU rationalisation to in the Le Chameau valuation, resulting in a reduction in carrying focus on higher-margin premium products, price increases value in the year. Notwithstanding this, Le Chameau’s brand- ### • Continuing lines revenue: £15.0 million and manufacturing efficiencies. specific growth initiatives continue to progress as the business approaches its centenary year in 2027. ### • Direct-to-consumer sales: 33% of revenue (£5.0 million) In October 2025, 450 announced it had signed non-binding ### • Gross margin: 67.8% Heads of Terms regarding a potential transaction with Silvercloud. Further details are provided in the ‘450’ Strategic Progress section below. The Five Year Centenary strategy under Waheed Alli’s leadership has completed three phases to date: ### • Phase 1 - Optimise: SKU rationalisation focusing on core products, manufacturing improvements, and enhanced inventory planning ### • Phase 2 - Elevate: Secured Loro Piana collaboration for Autumn/Winter 2025 collection and multi-year partnership as Official Wellington Boot Supplier to the CHANEL J12 Boat Race ### • Phase 3 - Consolidate: Separation from strategic partner to re-establish standalone business and position for future growth; D2C re-platform to Shopify to improve traffic, conversion and targeting efficiency; and optimise cost base with focus on operating margin enhancement, building on prior gross margin improvements 20 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 21 ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### Palmer Private Capital Servicing www.palmerfs.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 6.4% | £0.17 | | 2016 Realisation Shares | - | - | | 2021 Realisation Shares | - | - | As at 31 December 2025 Management Partners Value Creation Opportunity Palmer’s management team comprises Martin Schnaier, Palmer was established to take advantage of the opportunity James Ireland, James Bermingham, Jason Bingham, and to provide a differentiated business proposition in the private Phil Godley who have all previously worked in senior capital servicing sector, considering both organic and inorganic leadership roles at Sanne Group plc, a former FTSE 250 growth opportunities. company that was taken private by Apex Group for £1.5 billion in August 2022. This is supported by a backdrop of a number of sector tailwinds, expected to include: At completion of the acquisition, Sanne employed over ### 2,500 people located in 23 offices across North America, • Opportunity to build an innovative private capital EMEA and Asia Pacific. The founding team worked closely in service model free from the constraint of legacy systems various capacities during their tenures at Sanne, which saw ### the business grow from a small, private company to a major • Market growth driven by increasing regulatory burden international public company. and associated growth in cost of compliance ### • Growth to date of alternative asset classes and forecast continuation of AUM growth Overview ### • Low levels of service penetration in two of the three In May 2023, the Marwyn Funds invested £8 million into Palmer’s core data platform implementation is now largely largest markets globally Palmer (of which approximately £6.2 million was attributable complete, with all system architecture now operational to MVIL’s ordinary share class), with Palmer commencing the and compliant with regulatory standards. The platform is ### • Client demands for increased levels of tech-enabled necessary regulatory approval processes in order for the designed to integrate seamlessly with clients’ internal data services company to conduct its business across key territories. Palmer and reporting systems, while automating manual processes has now received regulatory clearances from all of its main to create a more scalable, technology-led service model than ### • Defendable contracts with high switching costs jurisdictions, notably in Jersey, the UK (HMRC and FCA), and competitors. most recently Luxembourg (CSSF) in June 2025, which has allowed Palmer to unlock a larger prospective client pipeline. Effective 1 January 2025, Palmer took over the administration roles for the Marwyn Funds. As the administration of the Palmer’s expanding team has hit the ground running, Marwyn Funds includes both listed and private vehicles across establishing operations and winning new clients in its London, a number of jurisdictions, this work further validates the Luxembourg, Jersey and Madrid hubs, including through the operational capabilities of Palmer. launch of its loan agency business in Spain in 2024. In March 2026, Palmer’s discussions with MAC III regarding a Over the course of 2025, the business has further secured potential combination were terminated by mutual agreement. multiple fund administration and loan agency clients with Further details are provided in the MAC III section below. a continued and active near term pipeline. Palmer is now making substantial investment in team infrastructure across jurisdictions to support client delivery as its pipeline converts into revenue. 22 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 23 ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### 450 plc Content, Media, Technology www.450plc.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 2.6% | £0.07 | | 2016 Realisation Shares | - | - | | 2021 Realisation Shares | 2.3% | £0.07 | | Cash held | £2.7m | | | Acquisition target size | Up to £500m | | | Target sectors | Content, Media, Technology, E-commerce & Retail | | | Listing | LSE AIM | | As at 31 December 2025 Management Partner Value Creation Opportunity and Overview In connection with the appointment of Waheed Alli as Chair Waheed Alli in November 2022 and following shareholder approval at the Waheed has over 30 years’ experience across the retail, media, company’s AGM in December 2022, the strategy of 450 plc was entertainment and technology sectors, having launched amended to focus on acquisition opportunities arising within and grown a number of highly successful private and public the traditional and digital creative industries encompassing businesses in his career. the content, media and technology sectors. In December 2024, this was expanded to include opportunities in e-commerce Waheed co-founded TV production companies Planet 24 and and retail. 450 plc will consider the acquisition of private Shine, was Chair of production company Chorion plc, including companies and public offers for, and mergers with, existing during its time as a listed business between 2003 and 2006 listed businesses, in the UK and internationally. delivering share price growth of over 275%, and was also Founder and CEO of Silvergate Media, ultimately sold to In October 2025, 450 announced it had signed non-binding Sony in 2019. Heads of Terms regarding a potential transaction with Silvercloud, which owns the majority interest in Le Chameau Holdings Limited. The 450 Board continues to progress discussions with Silvercloud Holdings Limited regarding a possible combination. However, with Le Chameau approaching its Centenary year in 2027, a pivotal milestone for the business, the 450 Board has determined that the potential transaction, were it to complete, would be better progressed as a private company. This would ensure that Le Chameau’s management and resources remain wholly focused on the opportunity ahead. Accordingly, 450 cancelled its AIM admission on 8 April 2026. 24 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 25 ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 450 | ACQUISITION COMPANIES ZEGONA | INVESTACC | ADVANCEDADVT | LE CHAMEAU | PALMER | 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 | 4.1% | | £0.11 | 1.0% | | £0.03 | | 2016 Realisation Shares | - | | - | - | | - | | 2021 Realisation Shares | 3.5% | | £0.10 | - | | - | MAC III MAC Alpha | Capital raised | £7.7m | £1.4m | | --- | --- | --- | | Target sectors | Automotive & Transport | Automotive & Transport | | (each to be refined on | Clean Technology | Business-to-Business Services | | the appointment of a | Consumer & Luxury Goods | Clean Technology | | Management Partner | Banking & FinTech | Consumer & Luxury Goods | | into the relevant | Insurance, Reinsurance & InsurTech & Other | Financial Services, Banking & FinTech | | company) | Vertical Marketplaces | Insurance, Reinsurance & InsurTech, & Other | | | Media & Entertainment | Vertical Marketplaces | | | Healthcare & Diagnostics | Healthcare & Diagnostics | | | B2B Services | Media & Technology | | Listing | LSE Main Market | LSE Main Market | As at 31 December 2025 Overview The Manager launched MAC III in December 2020 as an LSE In April 2022 MAC III published a prospectus in relation to In March 2026, MAC III terminated by mutual consent its MAC Alpha, launched in December 2021, is an LSE Main Main Market listed acquisition company. £12.5 million was a 12 month placing programme for a redeemable C share discussions with Palmer regarding a possible combination. Market listed acquisition company which is expected to invested by the Marwyn Funds into MAC III (of which £9.8 class. The initial placing programme has subsequently been Palmer continues to make significant commercial progress, focus on investment opportunities where a combination of million was attributable to MVIL’s ordinary share class and terminated, saving on the legal and professional fees and securing a number of material new client mandates and management expertise, improving operating performance, £0.06 million was attributable to MVIL’s 2021 realisation share management time that would be incurred in its renewal delivering revenue growth across its operations in Jersey, freeing up cashflow for investment and implementation of class). In July 2024, MAC III repurchased 5 million A Shares for whilst the focus remains firmly on identifying the company’s Luxembourg, Spain and the UK. Given this momentum a focused buy and build strategy can unlock growth in core £5 million, leaving it with balance sheet cash of c.£5 million Management Partners and platform acquisition. MAC III will and Palmer’s focus on capitalising on its organic growth markets and often into new territories and adjacent sectors. which is considered sufficient for the company to continue to be able to re-issue a prospectus to enable the company to opportunities, the near-term requirement for third-party pursue its stated investment strategy. utilise a C share class at relatively short notice where deemed capital is limited. MAC III and Palmer’s management team In October 2025, MAC Alpha announced the appointment of appropriate by the Directors. It is expected that the ability concluded that a public listing would be premature for Avril Palmer-Baunack as Chairman. Avril previously partnered to issue C shares where appropriate, alongside the existing Palmer at this stage. with Marwyn to acquire BCA Marketplace plc, subsequently flexibility of the MAC structure to utilise the issuance of either sold to TDR Capital for an enterprise value of £2.1 billion in listed ordinary shares or unlisted B shares provides MAC MAC III continues to pursue its stated strategy of identifying 2019. The investment scope of the vehicle remains broad III with a competitive advantage in securing and financing and acquiring businesses positioned to benefit from structural during the early stages of identifying and progressing attractive acquisition opportunities and bringing the best change driven by the ongoing acceleration of digitalisation investment opportunities with Avril. executive management back to the UK public markets. across a variety of sectors. 26 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 27 MARWYN # Allocation of Net Asset Value ## Ordinary Shares ### Allocation of NAV by company at 31 December 2025 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 2025 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (£m) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | COMPANY | TICKER | F | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | *Quoted investments* | | | | | | | | | | | Zegona Communications | ZEG | Telecoms | 50.3 | 0.90 | 34.8% | MVI II LP | Zegona Communications | ZEG | Telecoms | | InvestAcc Group | INAC | Financial Services | 40.9 | 0.73 | 28.3% | MVI II LP | *Unquoted investments* | | | | AdvancedAdvT | ADVT | Digital, Software and Services | 28.4 | 0.51 | 19.6% | MVI II LP | Silvercloud (Le Chameau) | Unlisted | Luxury Goods | | Marwyn Acquisition Company III | MAC3 | Various | 5.9 | 0.11 | 4.1% | MVI II LP | *Total value* | | | | 450 | 450 | Content, Media, Technology | 3.8 | 0.07 | 2.6% | MVI II LP | *Cash* | | | | MAC Alpha | MACA | Various | 1.4 | 0.03 | 1.0% | MVI II LP | *Other assets / liabilities* | | | | *Unquoted investments* | | | | | | | | | | | Silvercloud (Le Chameau) | Unlisted | Luxury Goods | 19.4 | 0.35 | 13.4% | Master Fund | *Net assets* | | | | Palmer | Unlisted | Private Capital Servicing | 9.3 | 0.17 | 6.4% | MVI II LP | | | | | *Total value* | | | | | | | | | | | Cash | | | 159.4 | 2.87 | 110.2% | | | | | | Other assets / liabilities | | | 1.7 | 0.03 | 1.2% | Various | | | | | **Net assets** | | | **(16.4)** | **(0.29)** | **(11.4)%** | Various | | | | | | | | **144.6** | **2.61** | **100.0%** | | | | | Cash is primarily held by the Master Fund. ### Allocation of NAV by company at 31 March 2026 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 2026 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (£m) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | COMPANY | TICKER | F | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | *Quoted investments* | | | | | | | | | | | Zegona Communications | ZEG | Telecoms | 53.1 | 0.96 | 37.4% | MVI II LP | Zegona Communications | ZEG | Telecoms | | InvestAcc Group | INAC | Financial Services | 36.2 | 0.65 | 25.5% | MVI II LP | *Unquoted investments* | | | | AdvancedAdvT | ADVT | Digital, Software and Services | 27.2 | 0.49 | 19.1% | MVI II LP | Silvercloud (Le Chameau) | Unlisted | Luxury Goods | | Marwyn Acquisition Company III | MAC3 | Various | 4.4 | 0.08 | 3.1% | MVI II LP | *Total value* | | | | 450 | 450 | Content, Media, Technology | 1.8 | 0.03 | 1.3% | MVI II LP | *Cash* | | | | MAC Alpha | MACA | Various | 1.4 | 0.03 | 1.0% | MVI II LP | *Other assets / liabilities* | | | | *Unquoted investments* | | | | | | | | | | | Silvercloud (Le Chameau) | Unlisted | Luxury Goods | 20.8 | 0.38 | 14.8% | Master Fund | *Net assets* | | | | Palmer | Unlisted | Private Capital Servicing | 9.3 | 0.17 | 6.5% | MVI II LP | | | | | *Total value* | | | | | | | | | | | Cash | | | 154.2 | 2.78 | 108.7% | | | | | | Other assets / liabilities | | | 6.2 | 0.11 | 4.4% | Various | | | | | **Net assets** | | | **(18.3)** | **(0.33)** | **(13.1)%** | Various | | | | | | | | **142.1** | **2.56** | **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. 450 plc cancelled its AIM admission on 8 April 2026. 28 | ANNUAL REPORT AND FINANCIAL STATEMENTS ## 2016 Realisation Shares ### Allocation of NAV by company at 31 December 2025 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 2016 realisation shares as follows: | COMPANY | TICKER | F | | --- | --- | --- | | *Quoted investments* | | | | Zegona Communications | ZEG | Telecoms | | *Unquoted investments* | | | | Silvercloud (Le Chameau) | Unlisted | Luxury Goods | | *Total value* | | | | Cash | | | | Other assets / liabilities | | | | **Net assets** | | | ### Allocation of NAV by company at 31 March 2026 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 2016 realisation shares as follows: | COMPANY | TICKER | F | | --- | --- | --- | | *Quoted investments* | | | | Zegona Communications | ZEG | Telecoms | | *Unquoted investments* | | | | Silvercloud (Le Chameau) | Unlisted | Luxury Goods | | *Total value* | | | | Cash | | | | Other assets / liabilities | | | | **Net assets** | | | MARWYN # Allocation of Net Asset Value ## 2021 Realisation Shares ### Allocation of NAV by company at 31 December 2025 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 2025 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (BIN) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | | --- | --- | --- | --- | --- | --- | --- | | *Quoted investments* | | | | | | | | Zegona Communications | ZEG | Telecoms | 0.31 | 0.87 | 29.8% | Master Fund | | InvestAcc Group | INAC | Financial Services | 0.26 | 0.71 | 24.4% | Master Fund | | AdvancedAdvT | ADVT | Digital, Software and Services | 0.18 | 0.50 | 16.9% | Master Fund | | Marwyn Acquisition Company III | MAC3 | Various | 0.04 | 0.10 | 3.5% | Master Fund | | 450 | 450 | Content, Media, Technology | 0.02 | 0.07 | 2.3% | Master Fund | | *Unquoted investments* | | | | | | | | Silvercloud (Le Chameau) | Unlisted | Luxury Goods | 0.11 | 0.30 | 10.1% | Master Fund | | **Total value** | | | **0.92** | **2.55** | **87.0%** | | | Cash | | | 0.24 | 0.67 | 22.9% | Various | | Other assets / liabilities | | | (0.10) | (0.29) | (9.8)% | Various | | **Net assets** | | | **1.05** | **2.93** | **100.0%** | | ### Allocation of NAV by company at 31 March 2026 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 2026 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (BIN) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | | --- | --- | --- | --- | --- | --- | --- | | *Quoted investments* | | | | | | | | Zegona Communications | ZEG | Telecoms | 0.33 | 0.92 | 31.6% | Master Fund | | InvestAcc Group | INAC | Financial Services | 0.23 | 0.63 | 21.7% | Master Fund | | AdvancedAdvT | ADVT | Digital, Software and Services | 0.17 | 0.47 | 16.3% | Master Fund | | Marwyn Acquisition Company III | MAC3 | Various | 0.03 | 0.08 | 2.7% | Master Fund | | 450 | 450 | Content, Media, Technology | 0.01 | 0.03 | 1.1% | Master Fund | | *Unquoted investments* | | | | | | | | Silvercloud (Le Chameau) | Unlisted | Luxury Goods | 0.11 | 0.30 | 10.2% | Master Fund | | **Total value** | | | **0.88** | **2.43** | **83.6%** | | | Cash | | | 0.30 | 0.83 | 28.4% | Various | | Other assets / liabilities | | | (0.13) | (0.35) | (12.0)% | Various | | **Net assets** | | | **1.05** | **2.91** | **100.0%** | | 450 plc cancelled its AIM admission on 8 April 2026. 30 | ANNUAL REPORT AND FINANCIAL STATEMENTS ![img-2.jpeg](img-2.jpeg) ## Environmental, Social and Governance ESG and our Investments The health and wellbeing of our team is imperative. The Company’s investments comprise listed (with Alongside encouraging a work-life balance, we have listings on the Main Market and quotations on AIM) an on-site gym offering personal training sessions and unlisted companies at varying stages of their and support sporting pursuits. development. ## THE MARWYN TRUST We are mindful of our place in the communities in Marwyn provides support and guidance to the which we work and live and encourage our team to portfolio companies’ management teams on contribute and give back. Our partners work with ESG matters. Recently, this has included keeping a handful of schools in North London, providing management teams informed of the evolving students with presentations on what a job in regulatory landscape, providing guidance on how investment management entails, as well as one- ESG-related regulations may impact the businesses on-one mentoring, interview practice and work as they pursue their M&A strategies, supporting the experience at the Manager. adoption of relevant governance codes, and assisting with reporting in line with the recommendations We also operate the Marwyn Trust which has of the Task Force on Climate-related Financial provided financial support to charities both in Disclosures (TCFD). the UK and further afield. A number of our portfolio companies disclose The Marwyn Trust sustainability information in their annual reports, The Marwyn Trust was formed in 2009 by Marwyn’s with Zegona and InvestAcc providing TCFD aligned partners and was established to make donations disclosures and Le Chameau publishing an from Marwyn and associated companies and ESG report. individuals to charitable institutions at the discretion of the trustees. Donations from Marwyn are made by ESG at the Manager the Manager and related group entities, rather than We are a small team, and our people are from the Marwyn Funds. fundamental to our business. We are committed to providing an inclusive and collaborative place to During 2025, The Marwyn Trust continued to build work where people are recognised and rewarded on its longstanding relationship with the Sumbandila for delivering on our strategic ambitions and values Scholarship Trust. (including sound and effective risk management) and incorporating measures to avoid conflicts of interest Sumbandila provides full scholarships to private and excessive risk taking. Our incentive scheme schools, as well as an educational outreach program ensures that the team is aligned with the Company’s to children living in rural areas in South Africa. shareholders, whilst providing an incentive that This aims to transform the lives of underprivileged allows us to hire and retain the best talent. children, creating entrepreneurs and leaders who will make significant contributions to the future of Our dynamic team includes people with a range South Africa. Marwyn management have built strong of qualifications, backgrounds, and expertise. We relationships with Sumbandila, with the partners have a highly qualified team and foster a culture of having taken numerous trips to visit the charity in continued learning and development to keep our South Africa. team at the forefront of market practices. 32 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 33 ## Distributions and Discount Management As is common to many investment companies, the Company’s shares have typically traded at a discount to their Ordinary Share Distribution Policy underlying NAV. The average discount to NAV of the Company’s ordinary shares during the year was 48.6%, The Company’s Ordinary Share Distribution Policy is comprised of two parts: compared to the equivalent 50.7% average in the prior year. The discount range was 44.4% to 53.8%. 1. Minimum Annual Return The Company has a range of features and policies that the Board believes act to mitigate the overall Policy discount level: 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 Distribution Policy: the Company currently pays an annual dividend of 9.06p per ordinary share, paid in equal maintained or grown on a pence per share basis. quarterly installments, which equates to a dividend yield of 6.5% based on the Company’s ordinary share price as at 31 December 2025. 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 Profit Distribution Policy: the Company currently distributes 50% of investment profits as and when realised to ordinary share Interests to enable the Company to meet its obligations. ordinary shareholders, to the extent this has not been returned already through dividends or buy-backs. Any distribution of the minimum annual return may be made by way of: (i) repurchases of ordinary shares; Further information on these policies is provided below. (ii) by payment of dividends; or (iii) a combination of both. Realisation Classes: every five years the Company allows ordinary shareholders to convert their shares into a Implementation new series of realisation shares. On disposal of an investment, save for reasonable working capital requirements, Through regular discussions with the Company’s significant shareholders on the implementation of this policy, and provided that the proceeds are sufficient to enable an economically efficient distribution, all proceeds are a significant majority support a regular and consistent dividend. Accordingly, since the start of 2021, the Board returned directly to shareholders in the relevant realisation share class allowing them to ultimately receive 100% has determined that the most suitable method to satisfy the minimum distribution is through the payment of of the underlying NAV. The next realisation class offer is scheduled to be made available to ordinary shareholders dividends rather than through share repurchases. Interim dividends of 2.265p per ordinary share were paid in in November 2026. February, May, August, and November 2025, resulting in a total annual distribution of over £5 million. These payments continued in 2026, with an interim dividend of 2.265p per ordinary share paid in February 2026. It is The Board believes that the combination of these measures provides shareholders with potentially substantial the current intention to maintain quarterly dividend payments at the same level. returns of capital as demonstrated by the data below. Realisation Share Performance 2. Returns Following Net Capital Gains Policy For the year ended 31 December 2025 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 Realisation Ticker Period Inception to TSR from Nav Net NAV gain and any previous such gains pursuant to the Ordinary Share Distribution Policy (Minimum Annual Distribution 10 11 Class TSR date TSR creation of per Assets distributed payments referred to above are treated as if they had been returns of gains for this purpose), the Master Fund will 12 SINCE INCEPTION 13 Class share 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 2016 MVIR -6.5% +203.3% +4.3% 400.4p £2.7m 89.4% repurchases may alternatively be made by the Master Fund and cancelled using the Exchange Procedure described 2021 MVR2 +28.8% +344.7% +64.7% 292.8p £1.1m 0.0% 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. Capital Returns and Distributions Since Inception The balance of any Profitable Realisation, after the payment of any incentive allocation, will be retained in the Ordinary Shares Realisation Classes Combined 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 Dividends Capital Total Total Capital Dividends Capital Total Share Distribution Policy. There is no adjustment, or offset, of any Net Capital Gains for any investments realised | | and | | returns | distributions | | returns | | and | returns | since | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 14 | | | | | | | | | at a loss. | | buybacks | | | | | | | buybacks | | | inception | | | £73.3m | | | £25.9m | | £99.2m | £16.4m | £73.3m | | £42.3m | £115.6m | 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 £61.6 million has been returned 10 Fortherealisationshareclasses,TotalShareholderreturniscalculatedasthemovementintotalshareholdervalue,includingalldistributionsmadeto to ordinary shareholders (including the February 2026 dividend) compared to realised gains attributable to  realisationshareholdersovertherelevantperiod. ordinary shareholders totaling £51.4 million (50% of which is £25.7 million). Accordingly, the Company has, to date, 11 Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were converted to the distributed £35.9 million in excess of what would be required under this policy, and realised gains attributable to  relevantRealisationClass,thenTotalShareholderReturnoftherelevantRealisationClassfromthatdate. 12 ordinary shareholders in excess of £71.8 million will be needed before any return on a Profitable Realisation is RealisationClassTotalShareholder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. required to be made. 13 CalculatedastotaldistributionsasapercentageofNetAssetsoncreationofeachclass. 14 IncludesthedividendpaidtoordinaryshareholdersinFebruary2026. Since implementation in November 2013, over £88.6 million has been returned to shareholders under the Ordinary Share Distribution Policy. 34 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 35 ## Fund Structure and Investment Policy For the avoidance of doubt, the Company’s Ordinary Share Distribution Policy applies only to the ordinary shares. Investment Objective The 2016 realisation shares, 2021 realisation shares and any future realisation share class carry no rights to The investment objective of the Company is to maximise total returns primarily through the capital appreciation participate in the Company’s Ordinary Share Distribution Policy. of its investments. Status and Activities Investment Policy The Company is a closed-ended investment company registered by way of continuation in the Cayman Islands There are no investment restrictions applicable to the Company or the Master Fund. (registered number MC-228005). The rights of shareholders are governed by Cayman law and the Articles. These rights may differ from the rights and duties owed to shareholders in a company incorporated in the UK. MVI II LP has the following investment restrictions: ### • no investment can exceed 30% of the MVI II LP limited partners’ aggregate commitments at the time of The Company was admitted to trading as a closed-ended investment company on the Specialist Fund Market investment; (the precursor to the Specialist Fund Segment) on 8 December 2008. ### • it cannot engage in derivative trading except to hedge or enhance an investment in an existing or Fund Structure prospective Portfolio Company; The Company is a feeder fund which has invested substantially all of its assets into limited partnership interests in the Master Fund. The Company has no redemption rights for its investment in the Master Fund. ### • it cannot invest in any blind-pool investment fund; and The Master Fund has invested in a second master fund, MVI II LP, a private equity fund structure through ### • it may recycle distributed capital, up to an amount equal to 100% of the partners’ aggregate commitments, which the majority of the Master Fund’s investments attributable to ordinary shareholders are made. Assets which may only be used to acquire assets, and not pay fees. attributable to the 2016 realisation shareholders and 2021 realisation shareholders (each a “Realisation Pool”) are held directly by the Master Fund. A look-through breakdown of the NAV attributable to the ordinary, 2016 The Master Fund and MVI II LP invest either directly or indirectly into the Portfolio Companies. The Master realisation and 2021 realisation shareholders along with ownership of the assets is detailed in the Allocation of Fund (with the exception of the classes attributable to realisation shareholders) is permitted to make follow-on Net Asset Value section of this Annual Report. investments into the Portfolio Companies and invest in new Portfolio Companies. MVI II LP (following the end of its investment period on 31 March 2024) is now only permitted to make follow-on investments into the Portfolio The structure of the Marwyn Funds, as detailed in the structure chart below has evolved since inception to Companies (up to 25% of aggregate commitments), and may not invest in new Portfolio Companies. In the case of provide access to a wider investor base. The Company was added as a feeder to the Master Fund to allow access capital relating to the Company’s realisation shares, the Master Fund is only permitted to invest cash in follow-on to public market investors through the Company’s listing on the Specialist Fund Segment and MVI II LP was investments in the Portfolio Companies within three years of creation of a Realisation Class which for the 2016 launched to provide access to private equity investor capital. Realisation Class expired in November 2019 and for the 2021 Realisation Class expired in November 2024. Marwyn Value Investors Limited The Master Fund also has an express power to use cash to acquire the Company’s shares at a discount to their Listed on Specialist Fund Segment NAV for investment or cancellation. In the event that the acquired shares are cancelled, this will be NAV enhancing of the London Stock Exchange for the continuing holders of ordinary shares. The use of such power is periodically reviewed by the Manager and the Board. Ordinary 2016 Realisation 2021 Realisation Shares Shares Shares The assets attributable to each Realisation Pool are managed with a view to maximising investment returns, realising investments and making distributions to the holders of the relevant class of realisation shares as >99.9% Main 100% of 2016 100% of 2021 realisations are made. A Realisation Pool is permitted to invest cash allocated to it upon its creation in follow-on Partnership Realisation Pool Realisation Pool investments into existing Portfolio Companies made within three years of the creation of the Realisation Pool. Unlike the investment policy in respect of the assets relating to ordinary shareholders, cash generated on the sale of an investment in a Realisation Pool may not be re-invested and is, subject to amounts held back for reasonable Marwyn Value Investors LP The “Master Fund” working capital requirements, distributed to the relevant class of realisation shareholders. “2016 Realisation Pool”“Main Pool” “2021 Realisation Pool” Portfolio Company Costs Entities within the Marwyn group may provide services to the Portfolio Companies indirectly invested in by the Company. These services include, but are not limited to, corporate finance advisory, transactional support, | Silvercloud Holdings Limited | | | Portfolio Company | Portfolio Company | | | --- | --- | --- | --- | --- | --- | | | | ˜ 83% Ownership | | | company secretarial, administrative and accounting services. | | | (Le Chameau) | | Investments | Investments | | Fees for any services provided are negotiated and agreed with the independent management teams operating each Portfolio Company (once appointed) and are in accordance with all regulatory or corporate governance Marwyn Value Investors II LP requirements, as applicable. There is no obligation for any Portfolio Company to use the services offered by the “MVI II LP” Marwyn group and third-party service providers could be, and frequently are, used. Due to the shareholdings that the Marwyn Funds have in the Portfolio Companies and directorships that the Marwyn principals have on their boards, Marwyn group entities are invariably considered to be ‘related Portfolio Company parties’ to the Portfolio Companies and as such, all fees payable to Marwyn entities are fully disclosed in the Investments Portfolio Companies’ annual financial statements, as required by the relevant accounting standards adopted by each company. All contracts deemed ‘significant’ are also disclosed in any listed Portfolio Company admission The Portfolio Company investments of MVI II LP are held by MVI II Holdings I LP, which aggregates the investments document or prospectus. of MVI II LP and its stapled co-investment vehicle, MVI II Co-Invest LP. 36 | ANNUAL REPORT AND FINANCIAL STATEMENTS | 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 2025. The Directors who served during the year and to the date of this report were: | Robert Ware | Martin Adams | Peter Rioda | Victoria Webster | | --- | --- | --- | --- | | (Non-Executive Chairman) | (Senior Independent Non-Executive Director) | (Independent Non-Executive Director) | (Independent Non-Executive Director) | | Committee membership: | Committee membership: | Committee membership: | Committee membership: | | Nomination Committee – Chair | Remuneration Committee – Chair | Audit Committee – Member | Audit Committee – Chair | | | Audit Committee – Member | Nomination Committee – Member | Nomination Committee – Member | | Date of appointment: 3 October 2006 | Nomination Committee – Member | Remuneration Committee – Member | Remuneration Committee – Member | | Robert served first as corporate development | Date of appointment: 8 May 2015 | Date of appointment: 9 July 2020 | Date of appointment: 9 July 2020 | director and then as deputy chief executive of MEPC between June 1997 and June 2003. MEPC was the Martin has served for over 35 years in executive Peter is a qualified chartered accountant and Victoria is a fellow of the Institute of Chartered fourth largest property company quoted on the and non-executive capacities, both as chairman independent non-executive director with over 25 Accountants in England and Wales having qualified London Stock Exchange until September 2000, when and director of over 20 closed-end funds and fund- years of industry experience who specialises in with PriceWaterhouseCoopers. She has worked in Leconport Estates, a company jointly owned by invested operating companies listed on European the establishment and management of alternative Guernsey, London and New York, specialising in the clients of Hermes Pensions Management Limited and stock exchanges; and on the boards of fund investment funds. He successfully established and audit of alternative investment funds. Victoria is the GE Real Estate, took the company private. During his management companies. His investment experience developed Sanne Group’s fund administration Managing Director of a Guernsey based independent tenure at MEPC, Robert and the team realised over encompasses private equity, property, infrastructure business between 2006 and 2016 exiting following chartered accountancy and audit practice, Cleland & £6 billion of international properties and invested and renewables assets, predominantly in Asia and its IPO in 2015. He has strong investment, risk Co Limited, which specialises in providing a range of over £2 billion, mainly in the UK. Prior to joining Europe. Prior to serving on the boards of listed funds, management, governance and compliance skills services to owner-managed companies and regulated MEPC, Robert served as a director of Development he founded Vietnam Fund Management Company, acquired through directorships on a wide range of entities across all sectors. She is a permanent Securities plc between 1988 and 1994. raised and managed the first institutional investment regulated and unregulated fund structures. resident of Guernsey. fund for Vietnam and has been involved as a director, Robert is currently chief executive officer of manager or sponsor of 11 investment funds and Peter is the independent non-executive chairman The Conygar Investment Company PLC, an AIM managers in Vietnam. of Marwyn General Partner II Limited (the general quoted property investment and development partner of MVI II LP). Marwyn General Partner company. Martin is currently a non-executive director of II Limited is not a Marwyn operating company DCI Advisors Limited, National Investment and and is regulated by the Jersey Financial Services The Nomination Committee’s considerations on Infrastructure Fund Limited in India, Metage Funds Commission. It is a special purpose company whose Robert’s tenure are included in the ‘Nomination Limited, VFMC Service Company Limited and Vietnam role is to act as a general partner to MVI II LP, the Committee’ section of the Report of the Directors. Fund Management Company Limited. He started fund into which the ordinary shares are ultimately his career with the Lloyds Bank group, where he invested. Peter’s role as an independent director of was based in the UK, Hong Kong, Portugal and the Marwyn General Partner II Limited provides him with Netherlands. insight on Marwyn’s investment process. The Board considers that this provides increased oversight In July 2020, Martin was appointed as the senior and transparency into the investment structure and independent non-executive director. 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. 38 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 39 ## Report of the Directors | Directors and Marwyn Partners and | Directors’ Remuneration | | | | | The Manager receives a management fee from the | Incentive Allocation | | --- | --- | --- | --- | --- | --- | --- | --- | | Employee interests | The emoluments of the individual | | | | | Master Fund, payable monthly in arrears, equal to | Incentive allocations are due from the Master Fund in | | The Directors and Marwyn partners and employees’ | Directors for the year were as follows: | | | | | 1/12th of 2% of the NAV before management fees | respect of interests in Class F, Class R(F)1, Class R(G)1 | | interests in the ordinary shares of the Company | | | | | | and incentive allocations in respect of Class F, Class | and Class R(F)2 into which the Company invests. These | | were as follows as at 31 December 2025 and | | 2025 | | 2024 | | R(F)1, Class R(G)1 and Class R(F)2 interests of the | incentive allocations are only payable on returns being | | 31 December 2024. | | | £ | | £ | Master Fund into which the Company invests. From 30 | made to shareholders as disclosed in Note 13 of this | | | Robert Ware | 57,500 | | 57,500 | | November 2018, being two years after the creation of | Annual Report. | | | Martin Adams | 51,750 | | 51,750 | | the 2016 Realisation Pool, the management fee on the | | Ordinary Shares Ordinary Shares Victoria Webster 45,250 45,250 2016 realisation share interests (being Classes R(F)1 The incentive allocations are deducted from the Gross 2025 2024 | | Peter Rioda | 40,250 | | and R(F)2) is calculated by reference to NAV before | Asset Value of the Master Fund in deriving the NAV. | | --- | --- | --- | --- | --- | --- | | Board of Directors | | | 40,250 | | | | | | | | management fees and incentive allocation less the | The NAV is used to calculate the value of the Company’s | | Robert Ware 500,000 500,000 | | 194,750 | 194,750 | | | | | | | | aggregate value of cash and near cash investments | holding in the Master Fund. The incentive allocations | Martin Adams 40,000 40,000 attributable to the realisation share interests. From are calculated by Palmer FS as part of the monthly Peter Rioda 30,000 20,000 Directors’ fees are paid directly from the Master Fund. 30 November 2023, being two years after the creation NAV calculations and, since Palmer FS’s appointment, Victoria Webster Nil Nil The above fees do not include reimbursed out-of- of the 2021 Realisation Pool, the same calculation is are reviewed by the Company’s auditor on a semi- pocket expenses. Marwyn Partners and Employees applied to the management fee on the 2021 realisation annual basis and whenever any incentive allocation is James Corsellis* 6,933,872 6,311,811 share interests (being Class R(F)2). crystallised. Manager Antoinette Vanderpuije 231,259 222,112 The Manager is responsible for the implementation Tom Basset 52,404 48,712 The Manager may, at its discretion, pay from the Alternative Investment Fund Manager Directive of the investment policy of the Company and has Other employees 54,066 16,305 management fee to any person to which it has On 24 April 2025, the FCA approved the Manager’s overall responsibility for the management of the delegated any of the functions it is permitted to variation of permission application to become a full- *James Corsellis’ holding includes shares held by Marwyn Capital investments of the Company. The Manager reports to delegate. scope UK Alternative Investment Fund Manager, having Management Limited, a company wholly owned by James Corsellis. the Board each quarter regarding the performance of previously been authorised as a small AIFM. the Company’s investment portfolio, which provides From appointment as administrator on 1 January 2025, The Manager, at the point of authorisation and to There has been no change in these holdings between the Board with an opportunity to review and discuss Palmer Fund Services (Jersey) Limited (“Palmer FS”) comply with its new permissions, has implemented 31 December 2025 and the date of approval of these the implementation of the investment policy of the calculates the management fee payable by the Master an AIFMD-compliant remuneration policy and related financial statements. Company. The Board reviewed and evaluated the Fund. As Palmer FS is a Portfolio Company of the governance arrangements. In accordance with performance of the Manager during the year to 31 Marwyn Funds, it is not considered to be independent applicable FCA guidance, the AIFMD remuneration The Directors, Marwyn partners and employees hold December 2025 and having considered the role that and accordingly, the calculation of this management requirements apply to new awards of variable no interests in either the 2016 realisation shares or the Manager performs across the Marwyn Funds, fee is reviewed semi-annually by the Company’s remuneration in respect of the first full performance the 2021 realisation shares of the Company as at has determined that the Company’s continued auditor. The Manager is also entitled to reimbursement period of the AIFM commencing after authorisation. 31 December 2025 (2024: nil) and to the date of the appointment of the Manager remains appropriate. of certain expenses incurred by it in connection with its Accordingly, certain elements of the AIFMD approval of these financial statements. duties. The Company does not pay any management remuneration regime will be fully reflected only once The management agreement governing the fee or carried interest charge as a result of its indirect a full AIFM performance period has elapsed. The Board has put in place measures to ensure that Company’s appointment of the Manager allows for the investment in MVI II LP through the Master Fund. the requirements of MAR are adhered to by the Board, investment strategies that the Manager may employ Anti-Money Laundering & Countering the relevant personnel at the Manager, and their respective to be in any securities, instruments, obligations, Financing of Terrorism “persons closely associated” within the meaning of guarantees, derivative instrument or property of any On an annual basis, each Director and members MAR. nature in which the relevant vehicle is empowered to of Marwyn’s management team submits to annual invest and as contemplated by its investment policy. training, followed by rigorous testing, on AML and CFT. Results The results attributable to the shareholders for the The Manager is entitled to a management fee, year are shown in the Statement of Comprehensive payable by the Company in arrears, equal to 1/12th Income. of 2% per month of the NAV from the Company where such investment is not in the Master Fund. | Share Capital | As the Company’s investments are all through the | | --- | --- | | As at 31 December 2025, the Company | Master Fund, the Company does not currently pay a | | had 55,490,360 ordinary shares in issue | management fee to the Manager and will not do | | (2024: 55,490,360), 684,006 2016 realisation | so for as long as all investments are through the | | shares in issue (2024: 684,006), and 360,482 2021 | Master Fund. | realisation shares in issue (2024: 360,482). 40 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 41 ## Report of the Directors Substantial Shareholdings Auditor As detailed in this Annual Report, carried interests are Baker Tilly Channel Islands Limited (“BTCI”) was charged at 20% of profits, subject to a preferred return appointed by shareholder resolution at the first AGM to investors of 7.5%. As expenses reduce profits, the At 31 December 2025 the Company was aware of the following interests in 3% or more of the total voting rights following their appointment on 3 December 2020. total carried interest is also reduced, with the effect of the Company. that the NAV impact of expenses is, at present, 80% of BTCI has expressed its willingness to continue to act the quoted OCR. PERCENTAGE OF as auditor to the Company and a resolution for its NUMBER OF SHARES TOTAL VOTING RIGHTS re-appointment will be proposed at the forthcoming The Board, alongside the Manager, regularly review Marwyn Management,Employees and Directors 7,841,601 13.87 AGM. Audit fees for the year ended 31 December the structure, operations and costs of the Company 2025 for the Company total £31,900 and fees paid and the wider fund group to ensure that the structure of which, individual holding above 3%: | | | | by the Master Fund in the year for the review of the | remains appropriate for the ongoing business whilst | | --- | --- | --- | --- | --- | | James Corsellis | 6,933,872 | 12.26 | | | | | | | management fee and incentive allocation, as detailed | striving to improve operational efficiency and | | Other shareholders holding less than 3% | 907,729 | 1.61 | | | | | | | in the ‘Manager’ section above totaled £1,500. No | manage costs. | | First Equity Limited | 8,470,000 | 14.98 | other qualifying non-audit services, as contemplated | | | Cenkos CI Limited | | | in the FRC Ethical standards for Auditors, were | Annual General Meeting | | | 8,316,085 | 14.71 | | | | | | | provided by BTCI for the Company or any of the | The notice of the AGM will be issued separately to | | Pula Investments Limited | 4,500,000 | 7.9 6 | | | | | | | Company’s associated underlying fund entities in | shareholders in due course. | | Barclays Funds Investments Limited | 3,409,090 | 6.03 | | | the year. | Philip J Milton & Co PLC | 3,025,249 | 5.35 | | Corporate Governance | | --- | --- | --- | --- | --- | | Octopus Investments Limited | 2,340,000 | 4.14 | The directors note that this will be Sandy Cameron’s | As a company registered in the Cayman Islands and | | | | | fifth consecutive audit opinion for the Company. | subject to the rules of the Specialist Fund Segment, | | Premier Fund Managers Limited | 2,173,813 | 3.85 | | | | | | | Under the FRC’s Ethical Standard, a key audit partner | the Company is not required to comply with the UK | | Charles Stanley & Co | 2,091,644 | 3.70 | | | | | | | for a public interest entity must rotate after five years, | Corporate Governance Code published by the Financial | | | | | though with audit committee approval this may be | Reporting Council. | extended by up to two additional years (seven years in total). During the year, the Audit Committee approved The Directors, however, recognise the importance At 31 March 2026 the Company was aware of the following interests in 3% or more of the total voting rights Sandy Cameron to continue as signing Partner for of maintaining sound corporate governance that of the Company. a further two years in accordance with the FRC’s meet the listing requirements and so seek to ensure requirement that the Company adopts a framework for corporate PERCENTAGE OF | | NUMBER OF SHARES | | TOTAL VOTING RIGHTS | | | governance, including policies and procedures which | | --- | --- | --- | --- | --- | --- | --- | | | | | | | The Audit Committee does not have any reason to | reflect those principles of good corporate governance | | Marwyn Management and Employees | | 7,841,601 | | 13.87 | | | | | | | | | believe that BTCI did not conduct an effective audit. | that are appropriate to the Company’s size and | | of which, individual holding above 3% | | | | | | status as an investment company and are in line with | | James Corsellis | | 6,933,872 | | 12.26 | Ongoing Charges | the best practices in relation to matters affecting | | | | | | | All Company-related expenses are paid by the Master | shareholders, communities, regulators and other | | Other shareholders holding less than 3% | | 907,729 | | 1.61 | | | | | | | | | Fund and allocated to the relevant Master Fund class | stakeholders of the Company. | | First Equity Limited | | 8,550,000 | | 15.12 | | | interest as described in Note 3.8 to the financial | Cenkos CI Limited | 8,305,420 | 14.69 | | | | --- | --- | --- | --- | --- | | | | | statements. | The Company is a member of the AIC and the Board | | Pula Investments Limited | 4,500,000 | 7.9 6 | | has considered the principles and recommendations | | Barclays Funds Investments Limited | 3,409,090 | | For the period ended 31 December 2025, the | of the 2024 AIC Code. | 6.03 Company’s ongoing charges ratio (“OCR”) was | Philip J Milton & Co PLC | 2,990,799 | 5.29 | | | | --- | --- | --- | --- | --- | | | | | calculated as 3.25% (2024: 3.45%) of NAV for the | The 2024 AIC Code sets out a framework of best | | Octopus Investments Limited | 2,215,000 | 3.92 | | | | | | | ordinary shares, 2.74% (2024: 2.73%) of NAV for the | practice in respect of the governance of investment | | Charles Stanley & Co | 2,114,563 | 3.74 | | companies. It has been endorsed by the UK Financial | 2016 realisation shares and 2.58% (2024: 2.62%) of Premier Fund Managers Limited 2,073,813 3.67 NAV for the 2021 realisation shares. The OCR covers all Reporting Council. The AIC Code is available on the aspects of operating the Company during the financial AIC’s website (www.theaic.co.uk). year including the management fee and all other operating expenses and excluding interest charges The Board considers that reporting against on any borrowing and any performance fee payable, the principles and provisions of the 2024 AIC in accordance with the guidelines issued by the AIC. Code provides the most relevant information to The OCR is expressed as a percentage of the average shareholders given that the Company is an externally daily net assets during the year. The OCR is based on managed investment company. historical information and provides shareholders with an indication of the likely level of costs that will be Apart from complying with the requirement around incurred by the Company in the future. chairman independence and the re-election of the Directors as set out in this report, the Company has complied with the principles and provisions of the 2024 AIC Code. 42 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 43 ## Report of the Directors As part of its commitment to maintaining high with Robert Ware, the Chairman and Martin Adams, The Board meets regularly with the Manager The Company welcomes the views of shareholders standards of corporate governance, the Board the Senior Independent Director. When assessing the throughout the year at each quarterly board meeting and places great importance on communication with of Directors undertook a detailed analysis of the board composition, continuity, self-examination and and at any ad hoc Board or informal meetings held its shareholders. The Board is always available for amendments to the AIC Code arising from the 2024 the ability to do the job are all considered. dependent on the investment activity of the funds communication with shareholders, with the Chairman, AIC code update during the year to ensure that the through which the Company directly or indirectly Senior Independent Director and Manager regularly Company either implemented the revised provisions One-third, or the nearest number to one-third, of invests. The Board provides constructive challenge meeting with the Company’s major shareholders from the date they were effective, or is satisfied that the Directors shall retire and offer themselves for as well as honest and frank feedback on significant and all shareholders have the opportunity, and due to the size and nature of the Company, they are re-appointment at each AGM in accordance with the portfolio activity, contributing independent viewpoints are encouraged, to attend and vote at the AGMs not relevant to the Company. The relevant updates are Articles, facilitating the Board’s stability and decision and scrutiny to the investment process. The Board of the Company, during which the Board and the reflected in this report and the notes to these financial making ability. All Directors are re-elected at the next also conveys shareholder feedback to the Manager Manager will be available to discuss issues affecting statements. AGM following their appointment and thereafter retire ensuring the interests of shareholders as a whole the Company. The Board is regularly informed of by rotation, subject also to the requirement that all are a primary consideration for all investment shareholders’ views via updates from the Manager and Board Composition and Meetings Directors are required to offer themselves for re- decisions. The Board-level governance arrangements Broker as to meetings and other communications they The Board comprises a Chairman and a majority election at least every three years. This deviates from and relationship with the Manager facilitate the may have had with shareholders. of independent non executive Directors, each the provisions of the AIC Code, which requires that all sustainability of the Company’s business model and bringing a broad range of professional, financial and directors should be subject to re-election. The Board investment strategy. Key Service Providers commercial expertise relevant to the Company’s considers that a minimum level of continuity in Board The Board is responsible for reviewing all major oversight and long term strategy, having managed membership is fundamental to its smooth operation The Board self-evaluates its performance through service providers of the Company, annually which businesses across a wide range of industries and and is satisfied that re-election of every director on a completion of annual confidential questionnaires with includes the Manager. At the Board Meeting of the economic environments. The Directors collectively rolling three-year basis is suitable for the Company. the results reported to the Nomination Committee. Company in December 2025, the Board assessed and provide effective leadership, constructive challenge, reviewed the performance of all key service providers. and robust stewardship over the Company’s affairs, The Board meets on a quarterly basis to consider, Culture The Board considers that the current arrangements supported by regular engagement with the Manager among other things, the investment performance The Board is acutely aware that the Company’s culture are appropriate for the Company and the continued and key service providers. and associated matters, such as marketing and needs to clearly align with the Company’s purpose, appointments of all key service providers have been investor relations, risk and portfolio management, value, and strategy. The Company is small and, as at approved by the Board. While the Board maintains responsibility for the suitability of the investment policy, performance the date of these financial statements, consists of four governance, investment oversight and ensuring of the share price as well as NAV performance and Directors. The Company culture is therefore set by the alignment with shareholder interests, the assessment any discount between the share price and the NAV, Board and demonstrated through Board interaction of Director independence is formally undertaken by the shareholder profile of the Company and the and in turn the relationships the Board develops with the Nomination Committee. Detailed analysis of each performance and cost of service providers, to ensure shareholders, service providers and, in particular, the Director’s independence, tenure considerations and control is maintained over the Company’s affairs. Manager. succession planning is set out in the section entitled Regular ad hoc informal meetings are also held with ‘Nomination Committee’s role in evaluating Directors’ the Manager principally to review the performance Remuneration plays a role in impacting the Company’s Independence’. of the investments and material events affecting the behaviour and culture. The Remuneration Committee Company. The Company Secretary is responsible has reviewed the Company’s remuneration policy The Board confirms that, based on the work of the for distribution of board papers in a timely manner and Director remuneration and are satisfied that the Nomination Committee, a majority of its members at least seven days prior to the Board or committee remuneration is aligned with the Company’s culture are considered independent. This structure supports meetings. The Board ensures that the information and is at a level to attract individuals of a calibre effective challenge, decision making and continuity, received for the board or committee meetings is of appropriate to the Company’s future development, ensuring that the Board operates with the appropriate an appropriate quality to enable it to discharge its without compromising Director independence. balance of skills, experience and independence responsibilities. required for an externally managed investment Shareholder and Stakeholder Engagement company. The Chairman, in his role of leading the Board, The Chairman regularly meets with representatives managing Board meetings, and encouraging of the Manager and is in regular communication with The Board has adopted a policy on tenure which constructive challenge between Board members is his fellow Directors. In addition, the Board maintains requires the Nomination Committee to annually central to setting the tone from the top and fostering open and frequent communication with the Manager, consider the appropriateness of the tenure of the a culture of openness and honesty. This is mirrored Administrator and Broker throughout the year so that Chairman and each Director alongside the skills, in the relationships the Board has developed with any ad hoc items for the Board’s consideration are able experience and knowledge the Directors bring to the Company’s service providers. The Directors have to be considered in a timely manner by all members the Board, as detailed in the Nomination Committee access to the advisers of the Company and where of the Board. The Chair of the Audit Committee has section of this report. In line with the guidance deemed necessary to discharge their responsibilities regular communication with the auditor. provided by the AIC Code, the Board recognises properly, may seek independent professional advice at that whilst the Company should benefit from a the Company’s expense. periodic infusion of new appointments to the Board, investment companies are more likely, compared to other companies, to benefit from having directors with considerably longer experience as is the case 44 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 45 ## Report of the Directors | Attendance Record | | | | | | | | During the year, the Audit Committee met four times, | | time to devote to the Company to carry out their | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | The number of meetings which each Committee member is eligible to attend is shown below along with | | | | | | | | the key matters discussed included the review and | | duties effectively. | | the number of meetings held over the year or since the date of their appointment or prior to the date | | | | | | | | consideration of: | | | | of their resignation. | | | | | | | | • the Company’s annual financial statements for | | Should a new director join the board, then formal | | | | | | | | | | | the year ended 31 December 2024 and interim | induction training would be provided, including | | | | | | | | | | | financial statements for the six-month period | meetings with the Chairman, the Senior Independent | | | Quarterly | | | Audit | Nomination | Remuneration | | | | | | | | | | | | | | | ended 30 June 2025, including review of the RNS | Director, members of the Nomination Committee, the | | | | Board | Committee | | Committee | | Committee | | | | | | | | | | | | | | announcements released in connection with | Manager and any other relevant key advisers, prior to | | Director: Held Attended Held Attended Held Attended Held Attended | | | | | | | | | these accounts; | | their appointment in order to discuss the Company, Robert Ware 4 4 - - 2 2 - - the Manager, the responsibilities of a Director of the Martin Adams 4 4 2 2 2 2 2 2 • the going concern assessment of the Company; Company and investment company industry matters. Peter Rioda 4 4 2 2 2 2 2 2 Victoria Webster 4 4 2 2 2 2 2 2 • the independence of the auditor and the Any new Directors would also meet with the full effectiveness of the audit; Board at the earliest opportunity following their During the year a further two ad hoc Board Committee meetings and two ad hoc Audit Committee meetings appointment. In addition, all Directors have full access were held to deal with matters substantially of an administrative nature and these were attended by those • the Company’s policy and procedures, including to the Administrator, Broker, Manager and legal Directors available. compliance arrangements in relation to anti- counsel. bribery and corruption and whistleblowing; Whilst Robert Ware is not a member of either the Audit or Remuneration Committees, he has been invited to, The Nomination Committee, on at least an annual and attended, each Audit Committee and Remuneration Committee meeting held in the year as a non-member. • the Company’s cash flow and reconciliation to basis, considers the performance of the Board, along bank statements and custody positions; with the tenure and independence of each Director. ### Board Committees • monitoring the financial reporting (including The Nomination Committee believes there is a suitable The Company uses a number of committees to cash and securities reconciliations) process and • the need for an internal audit function; and combination of experience, knowledge, and skills to manage its operations. Each committee has formal submitting recommendations or proposals to operate as an effective Board. written terms of reference, which clearly define their the Board in order to ensure the integrity of that • cash flow management and the payment control responsibilities and are reviewed and reassessed process; processes and procedures. The Nomination Committee ensures that the Company for their adequacy on an annual basis. The terms of remains aligned with corporate governance best reference of each committee are available on the • monitoring the statutory audit of the The Audit Committee concluded that an internal audit practices, especially with respect to the increased Company’s website. Company’s annual financial statements and the function is not required as all of the Company’s day- focus on diversity. The Nomination Committee performance of the Company’s auditor, taking to-day management and administrative functions are acknowledges the importance of diversity, including Audit Committee into account any findings and conclusions by the outsourced to regulated third parties. but not limited to gender as part of the effective The Audit Committee comprises all the independent Financial Reporting Council under article 26 (6) of functioning of the Board. Where new appointments non-executive Directors and meets at least twice a Regulation 538/2014 (as incorporated into UK law Nomination Committee are required, the Nomination Committee will evaluate year. As Robert Ware is a chartered accountant and by virtue of the European Union (Withdrawal) Act The Nomination Committee comprises all the applicants to fill vacant positions fairly, and without has significant investment company experience, the 2018) (the “Audit Regulation”); Directors, resulting in a majority of the members of prejudice, applicants will be assessed on their broad Board values his input and so he is ordinarily invited the committee being independent non-executive range of skills, expertise and industry knowledge. The to attend committee meetings as an observer. Victoria • reviewing and monitoring auditor independence directors whilst retaining access to the knowledge and Nomination Committee believes that the Board has Webster, a chartered accountant, is Chair of the Audit in accordance with paragraphs 2(3), 2(4), 3 to experience of Robert Ware, who chairs the committee. a range of experience, age, background and skills to Committee. The Audit Committee provides a forum 8 and 10 to 12 of Schedule 1 to the Statutory The Nomination Committee meets at least twice a help create an environment of effective and successful through which the Company’s auditor has access to Auditors and Third Country Auditors Regulations year. Members of the Nomination Committee do not decision making. The Company does not employ any and can report to the Board. Its functions relate to the 2016 (SI 2016/649) and article 6 of the Audit participate in the review of their own position, and staff. Meetings of the Nomination Committee are held Company only and do not apply to the Master Fund, Regulation, and in particular the appropriateness further, Robert Ware will not chair a meeting of the at least twice a year as a minimum. MVI II LP or any other vehicle. of the provision of non-audit services to the Nomination Committee when it is dealing with the issuer in accordance with article 5 of the Audit matter of succession to the chairmanship of the Board. The Audit Committee has no reason to consider the Regulation; auditor to be non-independent and will continue to The function of the Nomination Committee is to review the relationship and assess independence. • informing the Board of the outcome of the consider the appointment and re-appointment of statutory audit and explaining how the statutory directors. When considering the appointment and re- The Audit Committee performs the following audit contributed to the integrity of the financial appointment of directors, the Nomination Committee functions: reporting process and what role the Audit and the Board consider whether the Board and its • selection of the statutory auditor and making Committee played in that process; and committees have a balance of skills, experience, length recommendations relating to the appointment of of service, knowledge of the Company, its diversity, the statutory auditor to the Board; • keeping under review the adequacy and how the Board works together and any other factors effectiveness of the Company’s internal relevant to the effectiveness of the Board including if financial controls and internal control and risk the director or candidate being reviewed has sufficient management systems. 46 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 47 ## Report of the Directors During the year the Nomination Committee met twice, In any situation where the Chairman is conflicted, Whilst Martin Adams and Peter Rioda have a beneficial Authority of the Manager the key matters discussed included the review and or could be perceived to be conflicted, he abstains interest in the Company as detailed in the ‘Directors’ The authority of the Manager is set out in writing in consideration of: from comment and vote and, in any case, the Interests’ section of this report, this is not considered the management agreement. Under the terms of • the Nomination Committee’s terms of reference; independent Directors form a majority of the Board. to impugn on their independence, and serves to the management agreement the key duties of the The independent Directors are of the view that, given further align the interests of the Directors with those of Manager are the negotiation of any investment into, • the annual Board and Chairman evaluations; the structure of the Company and its management shareholders. consolidation of or disposal of an investment, in arrangements, the Chairman is important to ensuring accordance with the relevant investment policy. In • the structure, size and composition of the Board the smooth operation of the business and it is in the The Nomination Committee therefore considers performing these services, the Manager is granted and its committees, including discussion around best interests of the Company and its shareholders that each of Martin Adams, Victoria Webster and authority to: succession planning; and that Robert chairs the Company. Peter Rioda are all independent of the Company • give instructions to administrators and sub- and the Manager. administrators in relation to acquisitions and ### • director independence (full detail included The Nomination Committee also reviewed the disposals of investments; below). independence of Martin Adams, given that from Remuneration Committee May 2025, Martin Adams was in his tenth year of The Remuneration Committee comprises all the • cause money to be retained in cash or placed in During the year, the Nomination Committee’s terms appointment as a Director of the Company, and tenure independent non-executive Directors and meets at deposit; of reference were reviewed and it was deemed no is one of the circumstances identified in the AIC Code least twice a year. As with the Audit Committee, the changes were required. which may be construed as a potential impairment Board values Robert Ware’s input so he is ordinarily • negotiate contracts, agreements and other of his independence. Based on the Nomination invited to attend Remuneration Committee meetings. undertakings as may be reasonable; Nomination Committee’s role in evaluating Committee’s review of Martin Adams’ independence Members of the Remuneration Committee do not Directors’ Independence against the provisions of the AIC Code, it has concluded participate in the review of their own remuneration. • instruct and appoint any advisors and specialists In determining independence of the Directors, the that independence should not be solely determined which are believed necessary or advisable for the Nomination Committee recognises the circumstances by time served on the Board and considers that the The Company’s remuneration policy is to set purposes of implementing the investment policy established by the AIC Code which are likely to impair, length of Martin Adams’ tenure does not affect his remuneration at a level to attract individuals of and/or managing the investments; or could impair, a non-executive’s independence. The independence. The Nomination Committee believes a calibre appropriate to the Company’s future Board however notes that the AIC Code also states that that for the Board to be effective, it should have the development. • use reasonable endeavours to obtain all licences, where any of the circumstances provided under the AIC right combination of skills, experience and knowledge permissions and consents necessary to complete, Code applies, the Board can nonetheless consider the which Martin Adams brings to the Board. During the year the Remuneration Committee met maintain or dispose of any investment; director to be independent, subject to providing the twice to discuss the Remuneration Committee’s terms relevant explanation. The Nomination Committee is aware that in previous of reference and duties, the remuneration policy and • prepare all necessary documentation and where years, a small number of shareholders have raised the structure and level of remuneration of the Board. necessary submit to the board for execution; As part of determining independence, the Nomination questions over Peter Rioda’s independence, due to Committee therefore conducts a review of the his position on the board of Marwyn General Partner Following review and consideration of the Company’s • borrow or raise monies as required; independence provisions of the AIC Code at each II Limited. Marwyn General Partner II Limited is not remuneration policy, the Remuneration Committee committee meeting for each Director and an a Marwyn operating company; it is a special purpose concluded that the current remuneration policy of • assist as necessary in the valuation of unlisted explanation is provided for any exceptions to the AIC company whose role is to act as a general partner the Company is set at a level to attract, motivate, investments; provisions on independence. The results of this review to MVI II LP, the fund into which the ordinary shares and retain individuals of a calibre appropriate to the are provided in detail below. are ultimately invested. Marwyn General Partner II Company’s future development and that the structure • advise on availability and appropriate source of Limited is regulated by the Jersey Financial Services of the Company’s remuneration remains appropriate funds to be utilised as distributions; The Nomination Committee recognises that the Commission. Peter’s role as an independent director for the size and the activities of the Company. Chairman, Robert Ware, has been a Board member of Marwyn General Partner II Limited provides • carry out quarterly reviews of the investment since 2006 and is not independent of the Company or him with oversight of the day-to-day operations of During the year, the Remuneration Committee’s terms portfolio, or at any other time as directed by the the Manager but believe that the skills and experience the administrator, portfolio valuations and capital of reference were reviewed and it was deemed no Company; he brings to the Board significantly outweigh any management, access to the MVI II LP auditors and changes were required. potential conflicts arising from his position. Robert has further insight into Marwyn’s investment process, • prepare at least quarterly a report detailing served as an independent non-executive chairman of enhancing his knowledge and understanding of Management Engagement Committee the activities and performance of the Manager several listed investment funds (and thus understands overall fund operations. The Board considers that this The Board considers that due to the Company’s during the quarter; and and respects the role of the Company’s independent provides increased oversight and transparency into the size and its structure as a feeder fund, it would be Directors); he has a long relationship with the Manager investment structure and enhances the role Peter plays unnecessarily burdensome to establish a separate • monitor the investment policy and propose and its key personnel; he has intimate knowledge of on the Board, without impugning his independence management engagement committee. The review of changes to the Board. the Company’s corporate history and long experience as a Director. As such, the Board has determined him the performance of, and contractual arrangements of running operating businesses such as those held in to be independent of Marwyn and any shareholders with, the Manager is undertaken by the Board. Any areas of decision making not under the authority the portfolio. These rare skills and experience in the of the Company. However, only Directors independent of the Manager of the Manager remain the responsibility of the Board. context of the Company combine to provide Robert the are involved with this review. ability to positively enhance the interaction between the independent Directors and the Manager. 48 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 49 ## Report of the Directors Statement of Going Concern The Company does not have an internal audit function Directors’ Responsibilities The Directors are responsible for keeping proper Under the relevant class agreements between the as all of the Company’s management functions are The Directors are responsible for preparing the accounting records that disclose with reasonable Company and the Master Fund, the Master Fund is delegated to third parties and the Board therefore financial statements in accordance with applicable law accuracy at any time the financial position of the required to meet the Company’s expenses and as considers that there is no need for the Company to and International Financial Reporting Standards as Company and enable them to ensure that the such, the Directors consider that there is no mismatch have an internal audit function. The Audit Committee adopted by the European Union (“IFRS”). financial statements comply with Cayman law. They between the Company’s assets and liabilities. reviewed Palmer FS ISAE 3402 report annually and are also responsible for safeguarding the assets of considered any exceptions raised to assess the The Directors are required to prepare financial the Company and hence for taking reasonable steps The Board and the Manager regularly consider and integrity and robustness of the internal controls in statements for each financial year which give a true for the prevention and detection of fraud and other assess the forecast cash position of the Master Fund place at Palmer FS as the Company’s administrator. and fair view of the state of affairs of the Company and irregularities. The Directors are responsible for (including a reasonably possible forecast of portfolio of the profit or loss of the Company for that year and the maintenance and integrity of the corporate company investment and divestment). The Directors The Audit Committee has reviewed the Company’s risk to confirm that the reports contained in these financial and financial information included on the Company’s continue to believe that the Company, via the Master management and control systems and believes that the statements includes a fair review of the performance website. Fund, has sufficient resources to meet all liabilities as controls are appropriate given the nature and size of of the business and the position of the Company. they fall due for at least 12 months from the date of the Company. Each of the Directors, whose names and functions are | approval of these financial statements and continue | | In preparing these financial statements the Directors | listed on page 38 and 39, confirms that, to the best of | | --- | --- | --- | --- | | to adopt a going concern basis in preparing the | Financial Risk Profile | are required to: | their knowledge: | | financial statements. | The Company’s financial instruments comprise | | | | | investments, cash and various items such as payables | | • these financial statements, which have been | ### • select suitable accounting policies and apply Internal Control and receivables that arise directly from the Company’s prepared in accordance with IFRS, give a true them consistently; The Board is responsible for establishing and operations. The main purpose of these instruments is and fair view of the assets, liabilities, financial maintaining the Company’s system of internal control the investment of shareholders’ funds into the Master position and loss of the Company; and ### • make judgements and estimates which are and risk management and reviewing its effectiveness. Fund. The main risks are detailed in Note 12 to the reasonable and prudent; Internal control systems are designed to meet the financial statements and in the Risk section. • the reports contained in these financial particular needs of the Company and the particular • state whether applicable accounting standards statements includes a fair review of the risks to which it is exposed. have been followed, subject to any material development and performance of the business departures disclosed and explained in the and the position of the Company, together The procedures are designed to manage rather than financial statements; and with a description of the principal risks and eliminate risk and by their nature can only provide uncertainties that it faces. ### reasonable but not absolute assurance against material • prepare the financial statements on the going misstatement or loss. The key procedures which have concern basis unless it is inappropriate to So far as the Directors are aware, there is no relevant been established to provide effective internal controls presume that the Company will continue in audit information of which the Company’s auditor is are as follows: business. unaware, and each director has taken all the steps that he or she ought to have taken to make themselves The duties of managing the investments and aware of any relevant audit information and to accounting are segregated: establish that the Company’s auditor is aware of that information. ### • Palmer FS provide administrative and accounting services to Company, the Master Fund and On behalf of the Board MVI II LP; ### • custodian services are provided by an independent party to the Master Fund and Robert Ware Victoria Webster are segregated from the administrative and Chairman Director accounting services provided; and 29 April 2026 29 April 2026 ### • the Board reviews financial information produced by the Manager and Palmer FS as appropriate on a regular basis. 50 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 51 ## Report of the Independent Auditor communicated to those The risk that the investments We obtained the valuation and relevant report from our testing. are held at an inappropriate back up information and reviewed with value. This may occur as a reference to the valuation methodology, result of: your valuation policies and required • Incorrect valuation accounting disclosures. ## Independent auditor’s report methodology being Portfolio investments: applied to the underlying For underlying portfolio investments, investments when we have obtained and re-confirmed our calculating fair value; or understanding of the investment • Inappropriate allocation process from deal identification ### To the Members of Marwyn Value Investors Limited of gains & losses and through to the transactions expenditure within themselves. underlying funds. For unlisted investments which have | Opinion | The value of investments was | been the subject of a valuation, we | | --- | --- | --- | | | £148,412,306 (2024: | obtained the valuation and relevant | | We have audited the financial statements of Marwyn Value Investors Limited (the Company), which | | backing information, reviewed, and | £114,888,460). comprise the statement of financial position as at 31 December 2025, and the income statement, challenged with reference to the statement of cash flows and statement of changes in equity for the year then ended, and notes to the The policy is documented in valuation methodology, your valuation note 3.4 and further policies and required accounting financial statements, including a summary of significant accounting policies. disclosures included in note disclosures. In our opinion, the accompanying financial statements give a true and fair view of the financial position 6. For listed investments we verified the of the Company as at 31 December 2025, and of its financial performance and its cash flows for the year prices and level of transactions through then ended in accordance with International Financial Reporting Standards as adopted by the European comparison to reliable external Union (IFRSs). sources. Basis for Opinion We challenged management on the levelling of the portfolio companies at We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs) and year end in accordance with IFRS & applicable law. Our responsibilities under those standards are further described in the Auditor’s IPEV guidelines. Valuation of investments Marwyn Value Investors LP: We have no issues to Responsibilities for the Audit of the Financial Statements section of our report. We are independent of We recalculated any realised and the Company in accordance with the ethical requirements that are relevant to our audit of the financial unrealised gains/losses in the year and statements in Jersey, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. The risk that the Company We reviewed statutory documents report from our testing. does not hold the ownership confirming the ownership structure of Key Audit Matters rights of reported the Group. Key audit matters are those matters that, in our professional judgement, were of most significance in our investments. audit of the financial statements of the current period and include the most significant assessed risks of The value of investments was material misstatement (whether or not due to fraud) identified by us, including those which had the Portfolio investments: £148,412,306 (2024: greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the For additions and disposals within the £114,888,460). portfolio during the period under review, efforts of the engagement team. These matters were addressed in the context of our audit of the financial we obtained evidence through testing statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on The policy is documented in the transaction documentation. these matters. note 3.4 and further disclosures included in note For all investments we obtained 6. independent confirmation from the Ownership of investments Marwyn Value Investors LP: We have no issues to custodian where the assets were held and confirmed that the ownership still rests with the entity. | | 52 | \| ANNUAL REPORT AND FINANCIAL STATEMENTS | | \| | | --- | --- | --- | --- | --- | | | | | WWW.MARWYNVALUE.COM | 53 | | Key audit matter How our audit addressed the matter Key observations | | | | | | charged with governance reconciled to the Income Statement. | | | | | ## Report of the Independent Auditor Our Application of Materiality going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Materiality for the financial statements as a whole was set at £4,450,000 (PY: £3,446,000), determined with reference to a benchmark of net assets, of which it represents 3% (PY: 3%). The Directors are responsible for overseeing the Company’s financial reporting process. In line with our audit methodology, our procedures on individual account balances and disclosures were Auditor’s Responsibilities for the Audit of the Financial Statements performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk Our objectives are to obtain reasonable assurance about whether the financial statements as a whole that individually immaterial misstatements in individual account balances add up to a material amount are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that across the financial statements as a whole. includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an Performance materiality was set at 70% (PY: 60%) of materiality for the financial statements as a whole, audit conducted in accordance with ISAs will always detect a material misstatement when it exists. which equates to £3,115,000 (PY: £2,067,000). We applied this percentage in our determination of Misstatements can arise from fraud or error and are considered material if, individually or in the performance materiality as a listed entity indicating a moderate level of risk. aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. We reported to the Audit Committee any uncorrected omissions or misstatements exceeding £222,000 (PY: £172,000), in addition to those that warranted reporting on qualitative grounds. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: Conclusions relating to Going Concern • Enquiry of management to identify any instances of non-compliance with laws and regulations, In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis including actual, suspected or alleged fraud; of accounting in the preparation of the financial statements is appropriate. • Reading minutes of meetings of the Board of Directors; • Review of legal invoices; Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to • Review of management’s significant estimates and judgements for evidence of bias; continue as a going concern for a period of at least twelve months from when the financial statements • Review for undisclosed related party transactions; are authorised for issue. • Using analytical procedures to identify any unusual or unexpected relationships; and • Undertaking journal testing, including an analysis of manual journal entries to assess whether Our responsibilities and the responsibilities of the Directors with respect to going concern are described there were large and/or unusual entries pointing to irregularities, including fraud. in the relevant sections of this report. The Company is required to include these financial statements in an annual financial report prepared Other Information using the single electronic reporting format specified in the TD ESEF Regulation. The auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with The other information comprises the information included in the annual report other than the financial that format. statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other A further description of the auditor’s responsibilities for the audit of the financial statements is located information and, except to the extent otherwise explicitly stated in our report, we do not express any form at the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, This description forms part of our auditor’s report. consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained during the audit, or otherwise appears to be materially misstated. If we identify such Other Matters which we are Required to Address material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work We were appointed by the Board of Directors on 20 November 2020 to audit the financial statements. performed, we conclude that there is a material misstatement of this other information, we are required Our total uninterrupted period of engagement is 6 years. to report that fact. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and We have nothing to report in this regard. we remain independent of the Company in conducting our audit. Responsibilities of the Directors Our audit opinion is consistent with the additional report to the audit committee in accordance with ISAs. As explained more fully in the Directors’ responsibilities statement set out on page 51, the Directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the 54 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 55 ## Report of the Independent Auditor Use of this Report This report is made solely to the Members of the Company, as a body, in accordance with our engagement letter. Our audit work has been undertaken so that we might state to the Members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and its Members, as a body, for our audit work, for this report, or for the opinions we have formed. S a n d y C a m e r o n F o r a n d o n b e h a l f o f B a k e r T i l l y C h a n n e l I s l a n d s L i m i t e d Chartered Accountants S a n d y C a m e r o St Helier, Jersey n F o r a n d o n b e h Date: 29 April 2026 a l f o f B a k e r T i l l y C h a n n e l I s l a n d s L i m i t e d 56 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 57 ## Income Statement Statement of Financial Position For the year ended 31 December 2025 As at 31 December 2025 | | Year ended 31 December 2025 | | Year ended 31 December 2024 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Notes | | | | | Notes | 31 December | | | 31 December | | | | | | £ | | £ | | | | | | | | | | | | | | | | 2025 | | | 2024 | | | | | | | | | | | £ | | | £ | INCOME  Revenue Capital Total Revenue Capital Total NON-CURRENT ASSETS Finance income 5,748 - 5,748 7,054 - 7,054 Financialassetsmeasuredatfairvaluethroughprofitorloss 6 148,412,306 114,888,460 Distribution income 5,027,427 - 5,027,427 5,027,427 - 5,027,427 Netgain/(loss)onfinancial CURRENT ASSETS assets measured at fair value Cash and cash equivalents 8 143,497 140,042 throughprofitorloss 6 - 33,523,846 33,523,846 - 13,646,683 13,646,683 TOTAL NET INCOME 5,033,175 33,523,846 38,557,021 5,034,481 13,646,683 18,681,164 TOTAL ASSETS 148,555,803 115,028,502 EXPENSES CURRENT LIABILITIES Financecostandbankcharges  (5,748) - (5,748) (7,054) - (7,054) Loanpayable 7 (125,000) (125,000) TOTAL OPERATING EXPENSES  (5,748) - (5,748) (7,054) - (7,054) Accruals  (18,497) (15,042) TOTAL LIABILITIES  (143,497) (140,042) PROFIT FOR THE YEAR 5,027,427 33,523,846 38,551,273 5,027,427 13,646,683 18,674,110 TOTAL COMPREHENSIVE INCOME 5,027,427 33,523,846 38,551,273 5,027,427 13,646,683 18,674,110 NET ASSETS ATTRIBUTABLE TO EQUITY HOLDERS 148,412,306 114,888,460 RETURNS PER SHARE CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY Attributable to holders of ordinary shares 5,027,427 33,479,070 38,506,497 5,027,427 13,394,951 18,422,378 Share capital 10 88 88 Share premium 10 61,185,928 61,185,928 Weightedaverage Capital reserve 11 46,041,455 12,517,609 ordinary shares in issue Revenue reserve 11 41,184,835 41,184,835 for the year ended 31 December 10 55,490,360 55,490,360 55,490,360 55,490,360 55,490,360 55,490,360 TOTAL EQUITY 148,412,306 114,888,460 Return per ordinary share -basicanddiluted  9.06p 60.33p 69.39p 9.06p 24.14p 33.20p Net assets attributable to ordinary shares 144,618,217 111,139,147 Attributable to holders of 2016realisationshares  - (191,464) (191,464) - 128,155 128,155 Ordinary shares in issue at 31 December 55,490,360 55,490,360 Netassetsperordinaryshare  260.62p 200.29p Weightedaverage2016 realisation shares in issue Net assets attributable to 2016 realisation shares 2,738,541 2,930,005 for the year ended 31 December 10 - 684,006 684,006 - 684,006 684,006 2016 realisation shares in issue at 31 December 684,006 684,006 Netassetsper2016realisationshare  400.37p 428.36p Return per 2016 realisation share Net assets attributable to 2021 realisation shares 1,055,548 819,308 -basicanddiluted  - (27.99p) (27.99p) - 18.74p 18.74p 2021 realisation shares in issue at 31 December 360,482 360,482 Attributable to holders of 2021 Netassetsper2021realisationshares  292.82p 227.28p realisation shares - 236,240 236,240 - 123,577 123,577 The financial statements on pages 58 to 75 were approved by the Board of Directors and authorised for issue on 29 April 2026. They Weightedaverage2021 were signed on its behalf by: realisation shares in issue for the year ended 31 December 10 - 360,482 360,482 - 360,482 360,482 Return per 2021 realisation share – Robert Ware Victoria Webster basicanddiluted  - 65.53p 65.53p - 34.29p 34.29p Notes1to17onpages62to75formanintegralpartofthesefinancialstatements. Notes1to17onpages62to75formanintegralpartofthesefinancialstatements. 58 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 59 MARWYN # Statement of Cash Flows For the year ended 31 December 2025 | | Notes | 31 December 2025 £ | 31 December 2024 £ | | --- | --- | --- | --- | | **Cash flows from operating activities** | | | | | Profit for the year | | 33,523,846 | 13,646,683 | | Gain on financial assets held at fair value through profit or loss | | (33,523,846) | (13,646,683) | | Interest received | | 5,748 | 7,064 | | Distributions received on Class F interests in the Master Fund | | 5,027,427 | 5,027,427 | | Bank charges paid | | (2,293) | (646) | | Loan interest expense | | (3,455) | (6,408) | | Increase in accruals | | 3,455 | 6,056 | | Net cash inflow from operating activities | | 5,030,882 | 5,033,483 | | **Cash flows used in capital transactions** | | | | | Dividends paid to ordinary shareholders | 9 | (5,027,427) | (5,027,427) | | Net cash flow used in capital transactions | | (5,027,427) | (5,027,427) | | **Net increase in cash and cash equivalents** | | | | | | | 3,455 | 6,056 | | Cash and cash equivalents at the beginning of the year | | 140,042 | 133,986 | | Cash and cash equivalents at the end of the year | | 143,497 | 140,042 | Notes 1 to 17 on pages 62 to 75 form an integral part of these financial statements. # Statement of Changes in Equity For the year ended 31 December 2025 | | Share capital £ | Share premium £ | Total Distribut reac | | --- | --- | --- | --- | | Opening balance | | | | | Dividends paid to ordinary shareholders | | | | | Total comprehensive income for the year | | | | | Closing balance | | | | For the year ended 31 December 2024 | | Share capital £ | Share premium £ | Total Distribut reac | | --- | --- | --- | --- | | Opening balance | 88 | 61,185,608 | 26,346 | | Dividends paid to ordinary shareholders | - | - | - | | Total comprehensive income for the year | - | - | - | | Redesignation of reserves | - | - | 26,346 | | Closing balance | 88 | 61,185,608 | - | At the Company's 2024 AOM, a resolution to transfer the Special distribution to the Revenue reserve was approved by shareholders as detailed in Note 11 of the Notes 1 to 17 on pages 62 to 75 form an integral part of these financial statements. 60 | ANNUAL REPORT AND FINANCIAL STATEMENTS MARWYN # Notes to the Financial Statements ## 1. General information Marwyn Value Investors Limited (the "Company") is a closed-ended investment fund registered by way of continuation in the Cayman Islands (registered number MC 228005) and is traded on the Specialist Fund Segment of the London Stock Exchange's Main Market. The rights of the shareholders are governed by Cayman law and may differ from the rights and duties owed to shareholders in a company incorporated in England and Wales. The address of its registered office is PO Box 309, Upland House, Grand Cayman, KY1-1104, Cayman Islands. The Company is a feeder fund which has invested substantially all of its assets into limited partnership interests in the Master Fund. The Company has no redemption rights for its investment in the Master Fund. The Master Fund has invested in a second master fund, MVI II LP, a private equity fund structure through which the majority of the Master Fund's investments attributable to ordinary shareholders are made. Assets attributable to the realisation shareholders are held directly (and only) by the Master Fund. ## 2. New standards and amendments to IFRS The following standards and amendments to existing standards, which are effective for annual periods beginning on or after 1 January 2025 have had limited impact on the Company's financial position or results: **Standard** Amendments to IAS 21 - Lack of Exchangeability **Effective Date** 1 January 2025 ### 2.1 New standards, amendments and interpretations not yet effective The following standards and amendments are effective for annual periods beginning on or after 1 January 2026 and have not been early adopted in preparing these financial statements. The Company has considered the impact of these and concluded that none of these are expected to have a significant effect on the financial position or results of the Company. **Standard** Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures Amendments to IFRS 9 and IFRS 7: Power Purchase Agreements Introduction of IFRS 18: Presentation and Disclosure in Financial Statements **Effective Date** 1 January 2026 1 January 2026 1 January 2027 ## 3. Summary of significant accounting policies The principal accounting policies, which have been consistently applied in the preparation of these financial statements, are set out below: ### 3.1 Basis of preparation and going concern The financial statements have been prepared under the historical cost convention on a going concern basis, as modified by the revaluation of financial assets measured at fair value through profit or loss. Under the relevant class agreements between the Company and the Master Fund, the Master Fund is required to meet the Company's expenses and as such, the Directors consider that there is no mismatch between the Company's assets and liabilities. Considering the significant cash balance held by the Master Fund, the Directors believe that the Company, via the Master Fund, has sufficient resources to meet all liabilities as they fall due for at least 12 months from the date of approval of these financial statements and continue to adopt a going concern basis in preparing the financial statements. ### 3.2 Statement of compliance The financial statements of the Company have been prepared in accordance with IFRS together with the applicable legal and regulatory requirements of Cayman law. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and judgements. It also requires the Board of Directors to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 4. The Statement of Recommended Practice (SORP) issued in July 2024, an investment company. Where the SORP contains recommendations for material balances, its recommendations have been incorporated in the aware of the updated 2025 SORP that is effective for reporting performance will look at implementing any relevant updates for the Company's investments from this date. ### 3.3 Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of the Company are measured in the environment in which the entity operates (the functional currency) have considered the currency in which the original capital was raised. The unitately the currency that the capital would be returned in on a The Directors have also considered the currency to which the unit are of the opinion that Sterling best represents the functional currency presented in Sterling. (b) Transactions and balances Foreign currency transactions are translated into Sterling using the transactions. Foreign currency assets and liabilities are translated into of Financial Position date. Foreign exchange gains and losses arise in Statement. Non-monetary assets and liabilities that are measured at historic ### 3.4 Financial assets measured at fair value through profit or loss The Company's investment in the Master Fund was designated by the at inception as it is not held for trading but is managed, and its performance in accordance with the Company's documented investment strategy. The Company's business model was re-assessed on adoption of 1. As the investment in the Master Fund is not held for trading and to classify the investment as a financial asset measured at fair value, investment continues to be held as a financial asset measured at Changes in the fair value of investments measured at fair value through column of the Income Statement. On disposal, realised gains and of the Income Statement and are transferred from the capital res Changes in Equity #### Recognition, derecognition and measurement The Company recognises unquoted investments measured at fair to purchase the instrument. Derecognition of an investment occurs investment expires or is transferred and substantially all of the res The amount that may be realised from the disposal of an investment reflected in the financial statements. #### Fair value estimation The Master Fund is unquoted and accordingly the fair value of the NAV information provided by the administrator of the Master Fund administrator of the Master Fund by deducting the fair value of the Master Fund's assets. 62 | ANNUAL REPORT AND FINANCIAL STATEMENTS MARWYN # Notes to the Financial Statements All portfolio assets are held at fair value by the Marwyn Funds which hold them 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. ### 3.5 Financial liabilities The Company recognises a financial liability on assuming a financial obligation and derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire. Borrowings are initially measured at fair value net of transaction costs and subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis in the Income Statement. Financial liabilities include loans payable, accruals and dividends payable. ### 3.6 Cash and cash equivalents Cash and cash equivalents comprise bank balances held by the Company including short-term bank deposits with an original maturity of three months or less. ### 3.7 Finance income Interest income on cash deposits is accounted for on an accruals basis. ### 3.8 Expenditure Pursuant to the 'Amended and restated agreement relating to Class F, Class G and Class R interests in MVI LP', the Master Fund is legally obliged to settle all expenses specifically attributable to the Company. The Manager does not receive a management fee or incentive allocation from the Company in respect of funds invested by the Company in the Master Fund. ### 3.9 Investment in unconsolidated structured entities IFRS 12 Disclosures of Interest in Other Entities defines a structured entity as an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to the administrative tasks only and the relevant activities are directed by means of contractual agreements. The Company has concluded that the Master Fund, in which it invests, but that it does not consolidate, meets the definition of a structured entity because: - the voting rights in the Master Fund are not dominant rights in deciding who controls them as they relate to administrative tasks only; - the Master Fund's activities are restricted by its stated investment policy, as disclosed in the Company's prospectus; and - the Master Fund has a narrow and well-defined objective to provide investment opportunities to investors. ### 3.10 Segment reporting The Company is organised and operates as one segment by allocating its assets to its investment in the Master Fund which is not actively traded. ### 4. Critical accounting estimates and judgements The Company makes estimates, judgements and assumptions that affect the reported amounts of assets and liabilities. Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The fair value of the investment held in the Master Fund is determined by the Administrator at the year end of the year. The Company recognises interest and penalties, if any, related to the Company's investments. Due to their unobservable nature, level 3 investments are not included in the judgement and uncertainty. The fair value of the investment held in the Master Fund is also primarily based on the fair value of its unconsolidated assets and level 3 fair value hierarchy equities. ### 5. Taxation The Company is exempt from all forms of taxation in the Cayman Islands, which are divided into two classes: the dividend income and certain other interest from other countries. The Company recognises interest and penalties, if any, related to the Company's investments. Due to their unobservable nature, level 3 investments are not included in the judgement and uncertainty. The fair value of the investment held in the Master Fund is also primarily based on the fair value of its unconsolidated assets and level 3 fair value hierarchy equities. The Company is tax resident in Jersey and subject to the standardised tax policy. The Company is considered the Company's tax positions and has concluded that it is not to be recorded relating to uncertain tax positions for open tax years ended December 31, 2025. The Directors intend to manage the affairs of the Company in such circumstances, the Company will not be subject to tax on its profit and loss. The Company will not be subject to interest or certain other income which has a United Kingdom source. The Company recognises the tax benefits of uncertain tax positions and has concluded that it is not to be sustained assuming examination by tax authorities. As at 31 December 2025, the Company has recognised (31 December 2024: none). ### 6. Financial assets measured at fair value through profit As at 31 December 2025, 100% (2024: 100%) of the financial assets are included in the Company's investment in the Master Fund. The fair value of the investment held in the Master Fund is available NAV reported by the administrator of the Master Fund. The Company has not publicly traded. As a result, the carrying value of the Master Fund may not be indicated. In addition, the Company may be materially affected by the actions of the Company. Portfolio Companies in which the Master Fund has directly or indirectly been used are not publicly traded. References to Class F interests, Class R(F)1, Class R(G)1 interests and classes of interests in the Master Fund. 64 | ANNUAL REPORT AND FINANCIAL STATEMENTS MARWYN # Notes to the Financial Statements Net Asset Value – investment movements | | 31 December 2025 | 31 December 2024 | | --- | --- | --- | | **Master Fund** | £ | £ | | Opening cost | 84,841,797 | 84,841,797 | | Closing cost | 84,841,797 | 84,841,797 | | Unrealised gain brought forward | 30,046,663 | 16,399,981 | | Movement in unrealised gain | 33,523,846 | 13,646,683 | | Unrealised gain carried forward | 63,570,508 | 30,046,663 | | **At fair value in accordance with IFRS 13** | **148,412,306** | **114,888,460** | | **Class F interests** | 144,618,217 | 111,139,147 | | **Total attributable to ordinary shareholders** | **144,618,217** | **111,139,147** | | Class R(F)1 interests | 2,047,926 | 2,182,068 | | Class R(G)1 interests | 660,016 | 747,937 | | **Total attributable to 2016 realisation shareholders** | **2,738,541** | **2,930,005** | | Class R(F)2 interests | 1,086,648 | 819,308 | | **Total attributable to 2021 realisation shareholders** | **1,055,548** | **819,308** | | **At fair value in accordance with IFRS 13** | **148,412,306** | **114,888,460** | | Unrealised gain recognised in the year | 33,523,846 | 13,646,683 | | **Net gain recognised in the Statement of Comprehensive Income** | **33,523,846** | **13,646,683** | The net gain recognised on financial assets measured at fair value through profit or loss reported in the Statement of Comprehensive Income consists of the movement in the unrealised gain/(loss) and the net realised gain/(loss) on redemptions. Realised gain/(loss) is subsequently transferred from the capital reserve to the revenue reserve. The Company holds 100% (2024: 100%) of the each of the Class F, Class R(F)1, Class R(G)1 and Class R(F)2 interests, which represent the following percentages of the NAV of the Master Fund: | Class | Attributable to | % of NAV of Master Fund | 2025 | 2024 | | --- | --- | --- | --- | --- | | Class F | Ordinary Shareholders | | 97.44% | 96.73% | | Class R(F)1 | 2016 Realisation Shareholders | | 1.38% | 1.90% | | Class R(G)1 | 2016 Realisation Shareholders | | 0.47% | 0.66% | | Class R(F)2 | 2021 Realisation Shareholders | | 0.71% | 0.71% | As the Company has no legal, operating or management control over the activities of the Master Fund or MVI II LP and has no voting power in either of their affairs, neither the Master Fund nor MVI II LP are considered to be subsidiaries. Fair value hierarchy The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: - quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1) - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2) - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3) The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined by the lowest level input that is significant to the fair value instrument. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. Assessing the significance of a particular input to the fair value measurement requires judgement, considering factors specific to the asset or liability. The determination of what constitutes 'observable' requires significant judgement. Observable data is considered to be market data that is readily available, regularly distributed or updated, reliable, not proprietary and provided by independent sources that are actively involved in the market. Taking into account the valuation methodology applied to the investment in the Company's valuation of investments, the Company shall be held by the Master Fund at NAV, the Company's valuation of investments. The Portfolio Company investments are categorised as level 1 fair value markets (Zegona, AdvancedAdvT, InvestAcc), level 2 if the fair value is determined by unobservable data (S) In some instances, Portfolio Company investments may be quoted at a rate of 1% per stock does not constitute an 'active market', and alternative valuation methods are carried out in accordance with IPEV Guidelines. The following table presents the movement in the Company's investment: | Opening balance | | --- | | Gain included in Statement of Comprehensive Income | | Closing balance | The following table summarises the valuation methodology used for the Company's valuation of investments, the Company shall be held by the Master Fund at NAV, the Company's valuation of investments. | Year end | Security | Fair Value £ | Valuation | | --- | --- | --- | --- | | At 31 Dec 2025 | Master Fund | 148,412,306 | NAV | | At 31 Dec 2024 | Master Fund | 114,888,460 | NAV | The underlying assets held are all measured at fair value as of the date of the methodology is consistent with IPEV guidelines. 7. Loan payable The Master Fund has made a loan to the Company of £125,000 (2024) to be received on the corresponding cash amount held. The loan will be held at the date of the interest in the Master Fund and is redeemed. As a cash balance is held, the loan will be earned on the cash balance is added to accruals, the effect of discounting, and the share capital sheet position. 8. Cash and cash equivalents For the purposes of the Statement of Cash Flows, cash and cash equivalents are at 31 December 2025, and the amount of less than three months, which total £143,497 as at 31 December 2024. 9. Distributions Distributions in 2025: Ordinary shares Quarterly interim dividends of 2.265p per ordinary share were paid. The quarterly dividends have continued in 2026, with a further payback of 2.265p per ordinary share in February 2026. Distributions in 2024: Ordinary shares Quarterly interim dividends of 2.265p per ordinary share were paid. 66 | ANNUAL REPORT AND FINANCIAL STATEMENTS MARWYN # Notes to the Financial Statements ## 10. Share capital and distributions ### Share capital As at 31 December 2025 and 31 December 2024 the authorised share capital was as follows: | Ordinary shares of 0.0001p each | 10,893,258,505,473 | | --- | --- | | Exchange shares of 0.0001p each | 10,892,176,350,000 | | Deferred shares of 9.9999p each | 82,156,473 | The ordinary share capital of the Company with a par value of 0.0001p may be issued or redesignated in classes and includes realisation shares. | Shares in issue | 2025 | | | 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Ordinary* | Exchange | Total | Ordinary* | Exchange | Total | | As at 1 January | 56,534,848 | 30,970,984 | 87,505,832 | 56,534,848 | 30,970,984 | 87,505,832 | | As at 31 December | 56,534,848 | 30,970,984 | 87,505,832 | 56,534,848 | 30,970,984 | 87,505,832 | | **Share capital (€)** | **57** | **31** | **88** | **57** | **31** | **88** | ### Share premium | Ordinary shares* | 2025 | 2024 | | --- | --- | --- | | As at 1 January | 61,185,928 | 61,185,928 | | As at 31 December | 61,185,928 | 61,185,928 | *Includes Ordinary, 2016 realisation and 2021 realisation shares, which constitute a single class of share for the purpose of the Company's Articles and Cayman law. The weighted average number of shares in issue for the following years ended 31 December were as follows: | | 2025 | 2024 | | --- | --- | --- | | Ordinary shares | 55,490,360 | 55,490,360 | | 2016 Realisation shares | 684,006 | 684,006 | | 2021 Realisation shares | 360,482 | 360,482 | ### (a) Voting rights - (i) Ordinary shares (including 2016 realisation shares and 2021 realisation shares) carry the right to receive notice of and attend and vote at any general meeting of the Company in accordance with the Articles. - (ii) Exchange shares carry the rights to receive notice of and to attend any general meeting of the Company but not vote unless there are no ordinary shares in issue in which case Exchange shares will have the voting rights set out in (i) above as if exchange shares were ordinary shares. ### (b) Dividends and distributions - (i) Subject to the Companies Law, the Directors may declare dividends (including interim distributions) and distributions on shares in issue and authorise payment of the dividends or distributions out of the funds of the Company lawfully available. No dividend or distribution will be paid except out of the realised or unrealised profits of the Company, or as otherwise permitted by the Companies Law. There are no fixed dates on which the entitlement to dividends arises. All dividend payments will be non-cumulative. - (ii) Distributions on each class of ordinary shares may only be paid from proceeds received from the corresponding class of interests in the Master Fund. - (iii) Exchange shares will not confer any rights to dividends or other distributions. - (iv) At the 2015 EGM a new Ordinary Share Distribution Policy was adopted which resulted in: - a progressive return, payable quarterly in the form of a dividend that will be maintained or grown on a pence per ordinary share basis. - in addition to the return detailed above, where the Master Fund or MVI II LP disposes of an asset for a Net Capital Gain and has not already returned an aggregate amount in excess of 50% of that gain and any previous such gains pursuant to the distribution policy, the Company will make an additional capital return of the difference to ordinary shareholders by way of tender offers, share repurchases or other returns of capital and distributions; and - the opportunity to augment the distribution policy by returning cash in excess of the amounts referred to in (i) and (ii) above being kept under review and to be undertaken through periodic tender offers, share repurchases or other returns of capital and distributions. - (v) At an ordinary class meeting held on 5 September 2018, the Ordinary Share Distribution Policy was further amended, permitting the 'Minimum Annual Distribution' to be made by the repurchase of ordinary shares. Under the amended policy, returns to ordinary shareholders may be made by repurchase of shares, dividend payments, or a combination of both. 68 | ANNUAL REPORT AND FINANCIAL STATEMENTS Since 2021, the Board has determined that the most suitable method of the payment of dividends, interim dividends of 2.265p per ordinary share, and the November 2025, with further quarterly interim dividends of the same. The Ordinary Share Distribution Policy described in sections (iv) and (v) of the shares or the 2021 realisation shares. ### (c) Realisation opportunities In October 2016 and October 2021, the Company offered its share capital of their ordinary shares of 0.0001p each in the capital of the Company. The shares respectively of the same par value. The realisation shares are as the ordinary shares, save that (i) the investment policy differs from the only permitted to invest cash in follow-on investments in the Portfolio Realisation Pool and cash generated on the sale of an investment in the distribution policy for the ordinary shares will not apply and (ii) the only in respect of realisations made on investments attributable to the Realisation opportunities are offered every five years, with the next ### (d) Rights as to capital There are no exit penalties or costs for those ordinary shareholders. The investment into realisation shares or on a return of capital attributable to realisation shares and 2021 realisation shares currently in issue are the only future series of realisation shares from future offers will be subject to the approval of the FCA of a prospectus in respect of the The surplus capital and assets of the Company will, on a winding up, purchase by the Company of any of its shares) be paid to the holding of the 2021 realisation shares pro rata to their holding of such shares out of the interests in the Master Fund. ## 11. Reserves ### Revenue reserve Realised gains and losses on redemptions of interests in the Master Fund from the capital reserve to the revenue reserve. In the current year, the redemption of interests in the Master Fund (2024: £NII). As noted below, in 2024, the balance of the Special distributable risk of the Retained Earnings following shareholder approval at the Company. ### Capital reserve Unrealised gains and losses on interests in the Master Fund are ### Special distributable and Exchange reserves At the Company's 2024 AGM, a resolution to transfer the Special distributable Earnings was approved by shareholders. Accordingly, this transfer of 31 December 2025 is nil. ## 12. Instruments and associated risks The Company invests substantially all of its assets in the Master Fund (e.g. currency risk, interest risk and price risk), credit risk and liquidity risk. As at 31 December 2025, the Company owned 99.99% (31 December 2025) of the Master Fund. MARWYN # Notes to the Financial Statements ## Market price risk The Company is exposed to the same market price risk arising from uncertainties about future changes in the values of the underlying Portfolio Companies. The Board monitors the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from the Manager. The Board receives quarterly reports from the Manager, meets regularly with the Manager both formally and informally, and at each quarterly board meeting reviews and challenges the Manager on investment performance, providing input and advice on the investment activity of the Manager. Any movement in the value of the Ordinary interests or the realisation interests of the Master Fund would result in an equivalent movement in the reported NAV per ordinary share and realisation share respectively. The Company's exposure to changes in market prices at 31 December 2025 and 31 December 2024 on its unquoted investments was as follows (as at both dates, changes arise exclusively from the Company's investment in the Master Fund): | | 2025 £ | 2024 £ | | --- | --- | --- | | Financial assets measured at fair value through profit or loss – ordinary shares | 144,618,217 | 111,139,147 | | Financial assets measured at fair value through profit or loss – 2016 realisation shares | 2,738,541 | 2,930,005 | | Financial assets measured at fair value through profit or loss – 2021 realisation shares | 1,055,548 | 819,308 | | | **148,412,305** | **114,888,460** | The following table shows the average monthly performance of the reported NAV of the Company on a weighted average basis across all classes: | | 2025 Analysis of monthly returns | 2024 Analysis of monthly returns | | --- | --- | --- | | Number of periods | 12 | 12 | | Per cent profitable | 83% | 75% | | Average period return | 2.55% | 1.48% | | Average return in profitable months | 3.31% | 2.23% | | Average return in loss making months | (0.89)% | (0.77)% | The impact on net income and equity of the average monthly period returns set out in the above table as at 31 December 2025 and 2024 is as follows: | | Monthly returns | | Impact of increase | | Impact of Decrease | | | --- | --- | --- | --- | --- | --- | --- | | | Increase (%) | Decrease (%) | Net income (£) | Equity (£) | Net income (£) | Equity (£) | | 2025 | 3.31 | (1.26) | 4,914,592 | 4,914,592 | (1,871,931) | (1,871,931) | | 2024 | 2.23 | (0.77) | 2,562,733 | 2,562,733 | (884,146) | (884,146) | The Company invests directly in the Master Fund and indirectly in MVI II LP. The Company is therefore exposed to price risks derived from the investment portfolios of the Master Fund and MVI II LP. The Company is exposed to a loss limited to the value of its investment in the Master Fund if the market value of the Master Fund's investment holdings decreases. The Master Fund's direct and indirect investments in underlying Portfolio Companies are subject to normal market fluctuations and the risks inherent in investment in international securities markets. There is no assurance that the Master Fund's objective of capital appreciation will be achieved. ## Currency risk The Company is not directly exposed to any material currency risk result of the investments made by the Master Fund or by MVI II LP, which is not in underlying assets denominated in other currencies. As a result, the Company's MVI II LP held Euro denominated receivables relating to a dividend of 1.5% in the first quarter of the year. The Company's Partnerships on 7th January 2026. It is therefore considered that the Company's direct currency risk. ### Summary of currency exposure of the Master Fund - Monetary assets in Sterling - Monetary assets in Euro - Monetary liabilities in Sterling ## Liquidity risk The Company may not sell its investment in the Master Fund with the Master Fund's Partner. Redemption opportunities are available in relation to ordinary shares. In 2013 EGM and as disclosed in note 18(c). Further, the Master Fund is not a member of its investment in MVI II LP and a significant proportion of the investment in the Master Fund is not a member of its trading activities, the holdings of which may not be readily realisable. As such the Master Fund and/or the Company are not subject to such liquid investments and, in some cases, may be contractually held in the liquidity profile of its assets is matched with the liquidity profile of the Company. The Company holds Class F, Class R(F)1, Class R(G)1 and Class R(F)2. The Company should remain fully invested in normal market conditions, and the Company's financial liabilities when its investment is fully redeemed. The following table shows the Company's financial liabilities: | | Less than 1 month 2025 £ | 1-3 months 2024 £ | | --- | --- | --- | | Loan from Master Fund | 125,000 | | | Payables and accounts | 18,497 | | The Company holds, and will continue to hold, a minimum cash balance of £125,000 loan payable to the Master Fund (2024: £125,000) (see Note 1). The Company is not subject to the sale of all of the date that Master Fund interests are fully redeemed. As all Company specific operating expenses, other than share issues, are not included in the Company's proceeds of shares issued, are paid by the Master Fund as disclosed in Note 1. The Directors do not consider the Company has any net liquidity risk. ## Interest rate risk The Company itself is not exposed to significant interest rate risk. The Company is subject to the sale of its direct investment in the Master Fund and indirect investment in its assets. The Company's risk are set out below: The Master Fund and to a lesser extent MVI II LP hold cash and cash equivalents resulting in exposure to risks associated with the effects of fluctuation rates on its cash flows. The impact of any movement in interest rate is not a result of the Master Fund or MVI II LP. The remainder of the Master Fund's assets and liabilities are non-received. 70 | ANNUAL REPORT AND FINANCIAL STATEMENTS MARWYN # Notes to the Financial Statements ## Credit risk Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The main credit risks for the Company relate to the cash held with financial institutions. The credit risk relating to the direct investment into the Master Fund and indirect investment into MVI II LP relates to both cash held with financial institutions and equities held by the custodian. The Company, the Master Fund and MVI II LP manage their exposure to credit risk associated with their cash deposits by selecting counterparties with a high credit rating with which to carry out these transactions. The Company's maximum exposure to credit risk is the carrying value of the cash on the balance sheet. The Master Fund and MVI II LP manage their exposure to credit risk associated with the custody of their equities by selecting counterparties with a strong credit rating. The Master Fund does not expect to incur material credit losses on its financial instruments. At 31 December 2025, having considered the Portfolio Companies directly and indirectly held by the Master Fund, the Board considers that credit risk is limited to the extent of the equity investments in the underlying Portfolio Companies (the risks associated with such investments have been considered under Market Price Risk). The carrying value of debt investments are periodically assessed in accordance with IPEV Guidelines. ## 13. Material contracts and related-party transactions In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no ultimate controlling party. The Company, the Master Fund and MVI II LP are each managed by the Manager. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions. ### (a) Management fee and incentive allocation #### Management fee Under a management agreement dated 1 April 2021, Marwyn Investment Management LLP was appointed Manager to the Company. Under this management agreement, the Company does not pay any fees to the extent that it invests its assets solely in the Master Fund. In respect of any assets of the Company not invested in the Master Fund, the Manager is entitled to receive aggregate performance and management fees on the same basis as those to which it would have been entitled if such assets had been those of the Master Fund. The Company has not made any such investments during the year and, as such, no fees were paid by the Company or payable at the year end (2024: £ Nil). Under the Master Fund management agreement, the Manager receives monthly management fees from the Master Fund not exceeding 2% of the NAV before incentive allocations of each class of interests in the Master Fund, payable monthly in arrears. From 30 November 2018, being two years after the creation of the 2016 Realisation Pool, the management fee on the 2016 realisation share interests is calculated by reference to NAV before management fees and incentive allocation less the aggregate value of cash and near cash investments attributable to the 2016 realisation share interests. From 30 November 2023, being two years after the creation of the 2021 Realisation Pool, the same calculation was applied to the management fee on the 2021 realisation share interests. The total management fee expense, borne by the Master Fund in respect of the interests invested in by the Company for the year ended 31 December 2025 was £2,992,278 (31 December 2024: £2,339,430). ## Incentive allocation ### Incentive allocation attributable to ordinary shareholders and 2024 Incentive allocations borne by the Class F and Class RIFJ2 interests being made to shareholders. Returns from each of these classes in the Master Fund are allocated: 1) to investors up to the value of the 'Reference Amount'; 2) to investors to satisfy a preferred return of 7.5% accrued on a daily basis; 3) paid as a 'catch-up' incentive allocation to represent 20% Reference Amount until the returns in excess of the Reference Amount between investors and incentive allocations; and 4) all remaining returns are then split 80.20 between investors. The incentive allocation accrued by the Master Fund at each value for each class in the manner described above. ### Incentive allocation attributable to ordinary shareholders The allocation of the Class F GAV, attributable to ordinary shareholders | Waterfall step | Description | Amounts attributable to | Total due date | | --- | --- | --- | --- | | 1 | Reference Amount | Shareholders | 89,700 | | 2 | Preferred return | Shareholders | 30,558 | | 3 | Preferred return catch-up | Incentive allocation | 7,639 | | 4 | All other returns - shareholders | Shareholders | | | | All other returns - preferred return | Incentive allocation | | As at 31 December 2024, the accrued incentive allocation attributable to ordinary shareholders The Company does not bear any incentive allocation in relation to 72 | ANNUAL REPORT AND FINANCIAL STATEMENTS MARWYN # Notes to the Financial Statements Incentive allocation attributable to 2021 realisation shareholders The allocation of the Class R(F)2 GAV, attributable to 2021 realisation shareholders, as 31 December 2025 is: | Waterfall step | Description | Amounts attributable to | Total due £ | Settled to date £ | Remainder due £ | Allocation of GAV £ | | --- | --- | --- | --- | --- | --- | --- | | 1 | Reference Amount | Shareholders | 582,760 | 68,363 | 514,397 | 514,397 | | 2 | Preferred return | Shareholders | 220,276 | - | 220,276 | 220,276 | | 3 | Preferred return catch-up | Incentive allocation | 55,069 | - | 55,069 | 55,069 | | 4 | All other returns - shareholders | Shareholders | - | - | - | 320,874 | | | All other returns - preferred return | Incentive allocation | - | - | - | 80,219 | | GAV Attributable to: | £ | | --- | --- | | Shareholders | 1,055,548 | | Incentive allocation | 135,288 | As at 31 December 2024, the accrued incentive allocation attributable to Class R(F)2 was £76,228. Incentive allocation attributable to 2016 realisation shareholders As at 31 December 2025, due to significant returns having already been made, allocations up to and including the preferred return catch-up have been satisfied in full and accordingly, all future returns from Class R(F)1 interests in the Master Fund are allocated 80.20 between investors and the incentive allocation under the final step of the allocation waterfall. The Class R(F)1 gross asset value of £2,559,407 results in an incentive allocation accrual at the balance sheet date of £511,881 (31 December 2024: £545,517), with the remaining balance of £2,047,526 allocated to 2016 realisation shareholders. As at 31 December 2025, the Class R(G)1 gross asset value of £691,016 is fully allocated against the first step of the waterfall, being the outstanding Reference Amount (£1,154,130) and accordingly there is no incentive allocation accrual at the balance sheet date (31 December 2024: Nil). (b) Administration fee Effective 1 January 2025, Palmer Fund Services (Jersey) Limited was appointed as Administrator of the Company. Palmer F/S fees for the administration of the Company are £162,000 per annum, plus disbursements. These are paid by the Master Fund. Palmer is a related party as it forms part of the Company's indirect investments, held through its interests in the Master Fund, of which the Company holds majority of the interests in. (c) Board of Directors' remuneration Directors' fees are paid by the Master Fund. The Directors of the Company received the following annual fees: | | Annual fee | | --- | --- | | Robert Ware | £57,500 | | Martin Adams | £51,750 | | Victoria Webster | £45,250 | | Peter Rieda | £40,250 | All Directors are entitled to receive reimbursement for all travel and other costs incurred as a direct result of carrying out their duties as Directors. 74 | ANNUAL REPORT AND FINANCIAL STATEMENTS (d) Secondment services Marwyn Jersey Limited, an entity forming part of the Marwyn group. Marwyn Jersey Limited charged £142,458 for these services for the £104,625, with such amounts being settled by the Master Fund. 14. Capital management policies and procedures The Company's capital management objectives are to ensure that the company has a clear and accurate account and to maximise capital return to its equity shareholders. The Company's capital at 31 December comprises: | Share capital | | --- | | Share premium | | Capital reserve | | Revenue reserve | | Total capital | The Board, with the assistance of the Manager, monitors and reviews of ongoing basis. 15. Ordinary shares - by series The Company has the ability to issue different series of ordinary shares which can be invested in separate classes of the Master Fund. Disbursements can be paid from proceeds received from the corresponding class of ordinary shares (as of 31 December 2024) and the assets of the Company will on a winding-up or on a return of capital (as of 31 December 2025) be paid to the holders of each series of the ordinary shares out of the proceeds of the corresponding class of ordinary shares. 2016 realisation shares and 2021 realisation shares are in the first section starting on page 76 sets out the risk. 16. Commitments and contingent liabilities There were no commitments or contingent liabilities of the Company or 31 December 2024 that require disclosure or adjustment in the 17. Subsequent events Under the Company's Ordinary Share Distribution Policy, an interim date of 27 February 2026 of 2,265p per ordinary share. ## Risk (unaudited) The Audit Committee performs a detailed review of the Liquidity risk Risks Applicable to Investments in the Company Cayman Islands registration risks applicable to the Company at least annually and The investment objectives of the Company, the Master The Company is registered in the Cayman Islands. As a reports its findings for the consideration of the Board. Fund and MVI II LP allow them to invest in instruments Each series of ordinary shares is not a separate result, the rights of the shareholders are governed by the The Board has a range of knowledge and contacts across which may be both illiquid and scarce. Market conditions legal entity laws of the Cayman Islands and the Articles. The rights of the investment industry and is provided regular updates may increase illiquidity and scarcity and have a generally The Company may raise additional finance to invest in the shareholders under Cayman Islands law may differ from from the Manager, broker, legal counsel and Administrator negative impact on the Manager’s ability to identify Master Fund by issuing further series of ordinary shares the rights of shareholders of companies incorporated in to help identify any new risks applicable to the Company. and execute suitable investments that might generate to investors. The net proceeds of issue of each series other jurisdictions and the enforcement of such rights Those risks that are considered most significant are acceptable returns. Market conditions may also restrict of ordinary shares will be invested by the Company in a may involve different considerations and may be more included below. the supply of investment assets that may generate corresponding class of interests in the Master Fund. In difficult than would be the case if the Company had been acceptable returns and thereby cause “cash drag”’ on the certain circumstances, if the Company incurs a liability in incorporated in England and Wales or the jurisdiction of Risks applicable to investing in the Company Company’s performance. Adverse market conditions and respect of assets attributable to another series of ordinary a shareholder’s residence. The following are examples: (i) their consequences may have a material adverse effect shares, the ability of the Company to distribute profits or subject only to the Company’s articles of association, the Past performance on the Company’s investment portfolio. To the extent that repurchase ordinary shares, not only in relation to that allotment and issue of securities is under the exclusive The past performance of the Company, the Master Fund, there is a delay in making investments, the Company’s series, but also in relation to any other series may be control of the Directors and there are no pre-emption MVI II LP, the Manager and the principals of the Manager returns will be reduced. affected because, under the Companies Law, the ability to rights under the Companies Law which would effectively may not be indicative of future performance. distribute profits or repurchase ordinary shares has to be act as a right of “first refusal” of existing shareholders Market price determined by reference to the solvency of the Company on any new issue of shares in the Company; (ii) there is Dependence on key individuals It is very unlikely that the market price of the ordinary as a whole, rather than on a series by series basis. no express restriction on the Company making loans to The success of the Company, the Master Fund and MVI II shares, 2016 realisation shares or 2021 realisation shares Liabilities relating to one ordinary share series cannot be Directors nor the equivalent of substantial property rules LP depends upon the ability of the Manager to develop w ill f ull y re fl e c t the unde r l y i n g v a lue of the inve s tm e nt made ring-fenced. for transactions involving Directors under the Companies and implement investment strategies that achieve the by the Company and the underlying investments held by Law; and (iii) assets of the Company are under the exclusive Marwyn Fund’s investment objectives. If the Manager the Master Fund and MVI II LP which are attributable to Additionally, the investment assets of the Company control of the Directors and the Companies Law does not were to become unable to participate in the investment any of the share classes. The underlying investments of (namely, its interests in the ordinary interests and expressly restrict the powers of the Directors to dispose management of the Marwyn Funds, the consequence for the Company may be subject to market fluctuations and realisation share interests of the Master Fund), are not of assets. Examples (i) to (iii) above are intended for the the Company and the Marwyn Funds would be material the risks inherent in all investments and there can be no legally segregated and so assets held by the Company and purposes of illustration only and are not an exhaustive and adverse and could lead to the premature winding-up assurance that an investment will retain its value or that attributed to any class of realisation shareholders may be list. Investors should take appropriate independent legal of the Company and/or Marwyn Funds. appreciation will occur. required to be liquidated to meet liabilities attributable to advice to determine if they are afforded protections they ordinary shareholders (or vice versa). consider are necessary for their specific circumstances. Net asset value considerations As well as being affected by the underlying value of the The NAV per ordinary share, 2016 realisation share and assets held, the market value of the ordinary shares, Risk of not obtaining distributing or reporting status The Cayman Islands courts ordinarily would be expected 2021 realisation share, the NAV of the Master Fund and the 2016 realisation or 2021 realisation shares will also be There is no guarantee that the Company will continue to to follow English case law precedents which permit a NAV of MVI II LP is expected to fluctuate over time with the influenced by the supply and demand for each share class obtain distributing or reporting status for UK taxation minority shareholder to commence a representative performance of the Company’s, the Master Fund’s and/or in the market. As such, the market value of the class of purposes in relation to the ordinary shares. There is action against or derivative actions in the name of the MVI II LP’s investments. shares may vary considerably from the underlying value of therefore a risk that any gain realised on any disposal of company to challenge (i) an act which is ultra vires the the Company’s assets attributable to that class. ordinary shares will be taxed as income in the UK, rather company or illegal, (ii) an act which constitutes a fraud Where, in relation to the calculation of the NAV, there is than capital gain. against the minority and the wrongdoers are themselves any conflict between IFRS and the valuation principles set Restriction on auditors’ liability in control of the company, and (iii) an irregularity in the out in the prospectus in relation to the Company, the latter Cayman Islands law does not restrict the ability of Sole purpose passing of a resolution which requires a qualified (or principles shall take precedence. auditors to limit their liability. Consequently, the auditors’ The Company has been established with the sole special) majority. In the case of a company (not being a engagement letters in relation to the Company, the Master purpose of investing in the Master Fund. The success of bank) having a share capital divided into shares, the courts Where in relation to the calculation of the NAV of the Fund and MVI II LP contain such a provision as well as the Company therefore depends on the success of the may, on the application of members holding not less than Master Fund there is any conflict between US GAAP and containing provisions indemnifying the auditor in certain Master Fund and its ability to successfully implement its one fifth of the shares of the company in issue, appoint an the valuation principles set out in the limited partnership circumstances. investment strategy. Identification and exploitation of the inspector to examine the affairs of the company and to agreement of the Master Fund or its offering memorandum, investment strategies to be pursued by the Master Fund report thereon in such manner as the courts will direct. the latter principles shall take precedence. Handling of mail involve a high degree of uncertainty. Any shareholder of a company may petition the courts Mail addressed to the Company and/or the Master Fund which may make a winding-up order if the courts are of Where in relation to the calculation of the NAV of MVI II and received at their respective registered offices is Limited redemption rights the opinion that it is just and equitable that the company LP there is any conflict between IFRS and the valuations scanned and emailed to the Administrator to be dealt The Company has no right of redemption in relation to should be wound up. Generally, claims against a company principles set out in the limited partnership agreement of with. None of the Company, the Master Fund, the General the Class F interests, Class R(F)1 interests, Class R(G)1 by its shareholders must be based on the general laws of MVI II LP or its private placement memorandum, the latter Partner or any of its or their directors, officers or providers interests or Class R(F)2 interests in the Master Fund. The contract or tort applicable in the Cayman Islands or their principles shall take precedence. bear any responsibility for any delay howsoever caused in right of shareholders to elect to move into realisation individual rights as shareholders as established by the mail reaching the Administrator as the case may be. shares does not result in the resulting realisation share company’s memorandum and articles of association. interests in the Master Fund (which will be held on behalf of realisation shareholders) being redeemable. They will only be redeemed when the underlying investments are sold. 76 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 77 ## Risk (unaudited) The Company does not exercise control over the Value and liquidity of the shares Depository Interests Master Fund or MVI II LP The shares of publicly traded companies can have limited Securities issued by Cayman registered companies, The Company, in its capacity as an investor, has no • interests in Silvercloud held by the Master Fund liquidity and their share prices can be highly volatile. The such as the Company, cannot be held or transferred in opportunity to control the day-to-day operation, including attributable to realisation share interests will only price at which the shares will be traded and the price the CREST system. However, to enable shareholders in investment and disposition decisions made by the be sold when the Master Fund disposes of interests at which investors may realise their investment will be a Cayman registered company to settle such securities Manager on behalf of the Master Fund or MVI II LP, the in Le Chameau attributable to ordinary share influenced by a large number of factors, some specific to through the CREST system, a depository or custodian resolution of potential or actual conflicts of interest that interests on a simultaneous basis. All disposals the Company and its operations, and others which may can hold the relevant securities and issue dematerialised may arise, distributions by the Master Fund or MVI II LP will be pro rata between the holdings attributable affect companies operating within a particular sector or depository interests representing the underlying shares or the appointment or removal of service providers to the to the realisation share interests and the ordinary quoted companies generally. Prospective investors should which are held on trust for the holders of these depository Master Fund or MVI II LP. The Company does not have the share interests; and be aware that the value of the shares could go down as interests. opportunity to evaluate the relevant economic, financial well as up, and investors may therefore not recover their and other information that is utilised by the Manager in its • to the extent that the Master Fund and MVI II original investment. Furthermore, the market price of Voting rights evaluation and selection of investments, does not receive LP make follow-on investments in any Portfolio the shares may not reflect the underlying value of the Under the Articles, only those persons who are the detailed financial information regarding investments Companies held by both, this will be pro rata to the Company’s net assets. There is also no guarantee that any shareholders of record are entitled to exercise voting that is available to the Manager and has no right to be holdings of the Master Fund and MVI II LP in such discount control mechanisms employed by the Board and rights. Persons who hold ordinary shares or realisation informed about actual or potential conflicts of interest. shares on the date of such follow-on investment, the Manager will be effective at managing the level of any shares in the form of depository interests will not be provided that the Master Fund shall not be discount. considered to be record holders of such shares that are The Master Fund has adopted the amended distribution required to make a follow-on investment to the on deposit with the depository and, accordingly, will not policy in relation to Class F, Class R(F)1, Class R(G)1 and extent it does not have cash available to fund such There is no reliable liquid market for the Company’s be able to exercise voting rights. However, the deed poll Class R(F)2 interests in the Master Fund. However, the investment having regard to its working capital interest in the Master Fund and the valuation of Portfolio which created the depository interests (the “Deed Poll”) Company has no control over the amount or timing of requirements as agreed with the general partner of Companies may involve the general partners of the provides that the depository shall pass on, as far as it is any redemptions by the Master Fund or MVI II LP or other the Master Fund (with the prior written agreement Master Fund and MVI II LP exercising judgement. This is reasonably able, rights and entitlements to vote. In order distributions which may be used to fund extraordinary of the Board). particularly the case in the context of the Master Fund’s to direct the delivery of votes, holders of depository distributions. investments in Silvercloud and Palmer which comprise interests must deliver instructions to the depository by The use of a structure which includes the Master Funds unlisted securities for which there is no liquid market. the specified date. The Master Fund, as a limited partner in MVI II LP, has no may also create a conflict of interest in that different tax There can be no guarantee that the basis of calculation control over the investment or disposal decisions of MVI considerations for investors in the Company, the Master of the value of Portfolio Companies used in the valuation Neither the Company nor the depository can guarantee II LP or timing of any redemptions or other distributions Fund and/or MVI II LP may cause the Master Fund and/ process will reflect the actual value on realisation of those that holders of depository interests will receive the notice by MVI II LP. or MVI II LP to structure or dispose of an investment in a investments. in time to instruct the depositor y as to the delivery of votes manner that is more advantageous to one group than the in respect of shares represented by depository interests Conflictsofinterest other. Additionalfinancinganddilution and it is possible that they will not have the opportunity The Master Fund and MVI II LP (together the “Master If the Company issues further series of ordinary shares, to direct the delivery of votes in respect of such shares. Funds”) are subject to a number of actual and potential In any case where a Director is actually or potentially whilst these will not dilute the economic interests of the In addition, persons who beneficially own shares that are conflicts of interest with the Company and with each other. conflicted, this conflict is disclosed to the Board and that existing classes in the Master Fund, the additional ordinary registered in the name of a nominee must instruct their The Company (or, as appropriate, other relevant parties) Director will not be considered in the quorum for any shares will carry rights to vote at general meetings of the nominee to deliver votes on their behalf. aims to manage such conflicts to prevent a material risk resolutions relating to the matter. Company and will therefore dilute shareholders’ voting of damaging any investor’s interest. Where this is not rights accordingly. The Directors may seek debt finance Neither the Company nor any nominee can guarantee possible the conflicts are disclosed. Class consents to fund the expansion of the Company. There can be no that holders of depository interests will receive any notice Certain actions by the General Partner in respect of the assurance that the Company will be able to raise such of a solicitation of votes in time to instruct nominees to Certain inherent conflicts arise from the fact that the Master Fund require the written consent of investors in debt funds, whether on acceptable terms, or at all. If debt deliver votes on behalf of such holders and it is possible Manager and its affiliates provide investment management that Class. Where the Directors allow holders of ordinary financing is obtained, the Company’s ability to raise further that holders of depository interests and other persons services to both Master Funds and the Company. shares or realisation shares to vote on a matter for which finance, and its ability to operate its business, may be who hold ordinary shares or realisation shares through the General Partner is seeking investor consent and, subject to restrictions. brokers, dealers or other third parties will not have the In order to ensure an equitable management of the if the resolution is passed by a simple majority of those opportunity to exercise any voting rights. potential conflicts of interest that could arise in managing voting in person or by proxy at a meeting of the holders Registration under the US Investment Company Act the interests of ordinary shareholders and each class of of the relevant shares, the Directors will give consent to and the US Advisers Act realisation shareholders, the Master Funds have agreed the General Partner in respect of all of the Company’s The Company has not been and it is unlikely it will ever the following policies: interests in the relevant Class. The Company will not split be registered under the US Investment Company Act. In its consent in accordance with the votes of the holders of addition, the Manager has not been and it is unlikely that • interests in Portfolio Companies held by the Master the relevant series of shares. it will ever be registered as an “Investment Adviser” under Fund (with the exception of interests in Silvercloud) the US Investment Advisers Act. attributable to realisation share interests will only be sold when MVI II LP’s interests in the same Portfolio Companies are disposed of on a simultaneous basis. All disposals will be pro rata between MVI II LP and the Master Fund; 78 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 79 ## Risk (unaudited) Limitation of liability United States ownership and transfer restrictions The Deed Poll contains provisions excluding and limiting There are restrictions on the purchase of ordinary shares the depository’s liability to holders of depository interests. or realisation shares by, or transfers to, investors who For example, the depository will not be liable to any holder are located in the United States or who are US persons of depository Interests or any other person for liabilities (as defined in the United States Securities Act of 1933, as in connection with the performance or non-performance amended) or who acquire ordinary shares or realisation of obligations under the Deed Poll or otherwise except shares for the account or benefit of US persons. For a as may result from its negligence or willful default or the complete description of these ownership and transfer fraud of any custodian or agent which is not a member of restrictions please refer to section 4 of Part IX of the its group unless it has failed to exercise reasonable care prospectus published in relation to the 2021 realisation in the appointment and continued use and supervision of share offer by the Company on 19 October 2021. such custodian or agent. Furthermore, except in the case of personal injury or death, the depository’s liability to a In the event that ordinary shares or realisation shares are holder of depository interests will be limited to the lesser acquired by persons who are not qualified to hold the of: (i) the value of shares and other deposited property ordinar y shares or realisation shares, such ordinar y shares properly attributable to the depository interests to which or realisation shares are subject to provisions requiring the liability relates; and (ii) that proportion of £10 million forfeiture and/or compulsory transfer as described in which corresponds to the portion which the amount the section 3 of Part X of that prospectus. depository would otherwise be liable to pay to the holder of the depository interests bears to the aggregate of the Other jurisdiction tax considerations amounts the depository would otherwise be liable to pay Although the Directors intend that, insofar as it is within all such holders in respect of the same act, omission or their control, the affairs of the Company are conducted in event which gave rise to such liability or, if there are no such a way that the Company is tax resident in Jersey only, such amounts, £10 million. there can be no guarantee that all of the requirements to ensure this will, at all times, be satisfied and the Company The depository is entitled to charge fees and expenses for will not be considered tax resident in jurisdictions other the provision of its services under the Deed Poll without than Jersey. passing any profit from such fees to holders of depository interests. Indemnification Each holder of depository interests is liable to indemnify the depository and any custodian (and their agents, officers and employees) against all costs and liabilities arising from or incurred in connection with, or arising from any act related to, the Deed Poll so far as they relate to the property held for the account of depository interests held by that holder, other than those resulting from the willful default, negligence or fraud of the depository, or the custodian or any agent, if such custodian or agent is a member of the depository’s group, or, if not being a member of the same group, the depository has failed to exercise reasonable care in the appointment and continued use and supervision of such custodian or agent. 80 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 81 ## Look-Through Portfolio Information (unaudited) As at 31 December 2025 | Le Chameau (through Silvercloud Holdings Limited) | | | | Zegona Communications plc | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | Platform acquisition date | October 2012 | %votingrightsheldbytheMarwynFunds | 67.5% | Platform acquisition date | November 2023 | %votingrightsheldbytheMarwynFunds | 2.0% | | Carrying value attributable to the | £19.4m | %attributabletotheCompany’s | 61.9% | Carrying value attributable to the | £50.3m | %attributabletotheCompany’s | 1.5% | | Company’sordinaryshares | | ordinary shares | | Company’sordinaryshares | | ordinary shares | | | Carrying value attributable to the | £1.4m | %attributabletotheCompany’s2016 | 5.2% | Carrying value attributable to the | £0.9m | %attributabletotheCompany’s2016 | 0.0% | | Company’s2016realisationshares | | realisation shares | | Company’s2016realisationshares | | realisation shares | | | Carrying value attributable to the | £0.11m | %attributabletotheCompany’s2021 | 0.4% | Carrying value attributable to the | £0.31m | %attributabletotheCompany’s2021 | 0.0% | | Company’s2021realisationshares | | realisation shares | | Company’s2021realisationshares | | realisation shares | | | The Marwyn Funds hold 100% of the voting rights of Silvercloud Holdings Limited, which in turn holds 67.5% of the voting rights | | | | Platform acquisition date refers to the announced acquisition of Vodafone Spain | | | | | of Le Chameau Holdings Limited | | | | % voting rights are calculated on the basis of the RNS announcement by Zegona on 7th January 2026 announcing the cancellation of shares issued | | | | to EJLSHM Funding Limited. | AdvancedAdvT Limited | | | | Palmer Street Limited | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | Platform acquisition date | August 2023 | %votingrightsheldbytheMarwynFunds | 15.4% | Platform acquisition date | n/a | %votingrightsheldbytheMarwynFunds | 43.4% | | Carrying value attributable to the | £28.4m | %attributabletotheCompany’s | 14.3% | Carrying value attributable to the | £9.3m | %attributabletotheCompany’s | 34.9% | | Company’sordinaryshares | | ordinary share | | Company’sordinaryshares | | ordinary shares | | | Carrying value attributable to the | £-m | %attributabletotheCompany’s2016 | -% | Carrying value attributable to the | £-m | %attributabletotheCompany’s2016 | -% | | Company’s2016realisationshares | | realisation shares | | Company’s2016realisationshares | | realisation shares | | | Carrying value attributable to the | £0.18m | %attributabletotheCompany’s2021 | 0.1% | Carrying value attributable to the | £-m | %attributabletotheCompany’s2021 | -% | | Company’s2021realisationshares | | realisation shares | | Company’s2021realisationshares | | realisation shares | | | InvestAcc Group Limited | | | | Acquisition Companies | | | | --- | --- | --- | --- | --- | --- | --- | | Platform acquisition date | October 2024 | %votingrightsheldbytheMarwynFunds | 59.1% | | MAC III | MAC Alpha | | | | | | Carrying value attributable to the | £5.9m | £1.4m | Company’sordinaryshares | Carrying value attributable to the | £40.9m | %attributabletotheCompany’s | 47.5% | | | | | --- | --- | --- | --- | --- | --- | --- | | Company’sordinaryshares | | ordinary shares | | | | | | | | | | Carrying value attributable to the | £-m | £-m | Company’s2016realisationshares | Carrying value attributable to the | £-m | %attributabletotheCompany’s2016 | -% | | | | | --- | --- | --- | --- | --- | --- | --- | | Company’s2016realisationshares | | realisation shares | | | | | | | | | | Carrying value attributable to the | £0.04m | £-m | Company’s2021realisationshares | Carrying value attributable to the | £0.26m | %attributabletotheCompany’s2021 | 0.3% | | | | | --- | --- | --- | --- | --- | --- | --- | | Company’s2021realisationshares | | realisation shares | | | | | | | | | | %votingrightsheldbythe | 75.0% | 90.0% | Marwyn Funds 450 plc %attributabletotheCompany’s 58.6% 72.0% Platform acquisition date Yet to acquire a %votingrightsheldbytheMarwynFunds 95.4% ordinary shares platform asset | | | | | %attributabletotheCompany’s2016 | -% | -% | | --- | --- | --- | --- | --- | --- | --- | | Carrying value attributable to the | £3.8m | %attributabletotheCompany’s | 75.9% | realisation shares | | | | Company’sordinaryshares | | ordinary shares | | | | | | | | | | %attributabletotheCompany’s2021 | 0.4% | -% | | Carrying value attributable to the | £-m | %attributabletotheCompany’s2016 | -% | realisation shares | | | | Company’s2016realisationshares | | realisation shares | | | | | | Carrying value attributable to the | £0.02m | %attributabletotheCompany’s2021 | 0.5% | | | | | Company’s2021realisationshares | | realisation shares | | | | | 82 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 83 MARWYN # Advisers (unaudited) Registered office PO Box 309 Ugland House Grand Cayman KY1 – 1104 Cayman Islands Manager of the Company, the Master Fund, MVI II LP, MVI II Co-Invest LP, MVI II DCI I LP and Other Marwyn Funds Marwyn Investment Management LLP 11 Buckingham Street London WC2N 6DF United Kingdom Auditor Baker Tilly Channel Islands Limited 2nd Floor, Lime Grove House Green Street St Helier Jersey JE2 4UB Channel Islands, British Isles Registrar MUFG Corporate Markets (Guernsey) Limited Mont Creveit House St. Sampson Guernsey GY2 4JN Channel Islands, British Isles Legal Advisers to the Company as to English Law Travers Smith LLP 3 Stonecutter Street London EC4A 4AW United Kingdom Legal Advisers to the Company as to Cayman Law Maples and Calder PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Administrator to the Company Palmer Fund Services (Jersey) Limited 1 Grenville Street St Helier Jersey, JE2 4UF Channel Islands, British Isles Corporate Broker Panmure Liberum Capital Limited Ropemaker Place, Level 12 25 Ropemaker Street London EC2Y 9LY United Kingdom # Defined Terms (unaudited) The following terms have the following meanings in this annual report and financial statement: | 450 | 450 plc | | --- | --- | | Administrator | the administrator of the Company from the date of this annual report and financial statement | | AdvT or Advanced AdvT | Advanced AdvT Limited | | Articles | the articles of association of the Company | | AGM | Annual General Meeting | | AIM | The AIM/Market of the London Stock Exchange | | AIRM | Alternative Investment Fund Manager | | ARNED | Alternative Investment Fund Manager | | AML | Anti-Money Laundering | | AuA | Assets under administration | | Board or Board of Directors | Board of Directors of the Company | | Broker | the corporate broker appointed by the Company as an member of the annual report and financial statement | | CEO | Chief Executive Officer | | CFT | Countering the Financing of Terrorism | | CDO | Chief Operating Officer | | Company/MML | Marwyn Value Investors Limited | | CSEF | Comisión de Supervisión del Sector Financiero | | Directors | Board of Directors of the Company | | ESG | Environmental, Social and Governance | | Euskalte | Euskalte, S.A. | | FCA | Financial Conduct Authority | | FiltreCo | Filtre network company | | FTSE 100 | Financial Times Stock Exchange 100 Index | | FTSE 250 | Financial Times Stock Exchange 250 Index | | FTSE SmallCap (ex-IC) | FTSE SmallCap (ex-IC) Investment Company | | HMRC | Ho Majesty's Revenue & Customs | | IFRS | International Financial Reporting Standard | | InvestAC | InvestAcc Group Limited | | IRIS Guidelines | the International Private Equity and Very | | IPO | inflatable offering | | Le Chameau | the Le Chameau operating group, the Master Fund | | London Stock Exchange or LSE | Silversbad Holdings Limited | | MAC II | London Stock Exchange plc | | MAC Alpha | Marwyn Acquisition Company (II) Limited | | Management Partner | MAC Alpha Limited | | Manager | has the meaning given to it in the Report | | M&A | the manager of the Company from time to time | | Marwyn | date of this annual report and financial statement | | Marwyn Funds | Mergers and Acquisitions | | Marwyn Funds | the Manager and any other Marwyn and | | MarOrange | the Company, the Master Fund, MVI II L | | Master Fund | MacOrange, S.L. | | MVI II LP | Marwyn Value Investors LP | | NAV or Net Asset Value | Marwyn Value Investors II LP | | Net Capital Gain | the Company's net assets (see the gloss) | | Ordinary Share Distribution Policy | has the meaning given to it in the Company | | published | the Company's policy on distributions to | | Palmer FS | on 14 August 2016, included in the 'Eos' | | Palmer | Palmer Fund Services (Jersey) Limited, Ltd. | | Portfolio Company | Palmer Street Limited, a portfolio company | | Profitable Realisation | an entity into which the Company is not | | Realisation Class | has the meaning given to it in the prospectus | | Realisation Pool | Ordinary shares that are redesignated | | Reference Amount | such ordinary shares as realisation shares | | Relevant Entities | such classes, the 2016 realisation class | | Sanne | Assets attributable to the realisation of | | SASS | 2016 realisation class and the 2021 realisation | | Silversbad | has the meaning given to it in Note 10(b) | | SiPP | the Manager or any member of the Manager | | Specialist Fund Segment or SFS | the Manager or any member of the Manager | | Sumbandita | the Manager Funds | | Telecable | Sanne Group plc | | TeleAfrica | Small Self-Administered Scheme | | TMT | Silversbad Holdings Limited | | Zegona | Self-Investeed Personal Pension | | | the Specialist Fund Segment of the Manager | | | The Sumbandita Scholarship Trust | | | Telecable de Asturias S.A. | | | Telefónica de España, S.A.U. | | | Technology, Media and Telecommunications | | | Zegona Communications plc | 84 | ANNUAL REPORT AND FINANCIAL STATEMENTS ## Glossary of Technical Terms (unaudited) Disclaimer (unaudited) The following technical terms have the following meanings in this annual report and financial statements. The report of the Manager (“Manager’s Report”) “believes”, “estimates”, “expects”, “aims”, “intends”, “can”, is issued by Marwyn Investment Management LLP, a firm “may”, “anticipates”, “would”, “should”, “could” or similar % Equity Returns means the amount (expressed as a percentage of the Total Equity Invested (see below) authorised and regulated by the FCA, in connection with expressions or the negative thereof. Such forward- by which the Total Equity Value represents a profit or loss on the Total Equity Invested the Company, the Master Fund, MVI II LP and any other looking statements involve known and unknown risks, Acquisition companies or companies or other vehicles (of any structure) specifically created for the purpose of acquiring or funds managed by the Manager (collectively, the Marwyn uncertainties and other important factors beyond the acquisition vehicles merging with an existing company Funds). control of the Marwyn Funds that could cause the actual results, performance or achievements of the Marwyn Funds Buyback describes an investment company buying its own shares and reducing the number of shares in existence The Manager’s Report does not constitute a prospectus to be materially different from future results, performance Capital Returns a measure of performance which looks only at the increase and decrease in the value of the investment over time. or offering document relating to the Marwyn Funds, nor or achievements expressed or implied by such forward- It does not take into account any income dividends which may have been received, however it does does it constitute or form part of any offer or invitation looking statements. Such forward-looking statements are include capital returns within the calculation to purchase, sell or subscribe for, or any solicitation of based on numerous assumptions regarding the present Carrying value the value of the Company’s investments in an investee company any such offer to purchase, sell or subscribe for, any and future business strategies of the Marwyn Funds and securities in the Marwyn Funds (an “Investment”) nor shall the environment in which the Marwyn Funds will operate Cum-income NAV ccum-income NAV is a company’s Net Asset Value including all current year income, less the value of any dividends the Manager’s Report or any part of it, or the fact of its in the future. paid in respect of the period together with the value of any dividends which have been declared but not yet paid distribution, form the basis of, or be relied on in connec tion Dividend income from an investment in shares with, any contract therefor. These forward-looking statements speak only as at the date of the Manager’s Report. Investing in the Company Dividend Yield the dividend yield is the annual dividend paid by a company expressed as a percentage of the current share price. Persons who wish to make an Investment are reminded involves certain risks, as detailed in these financial If a company has paid a dividend of 2p and another dividend of 3p, and the share price is currently £1.25p, the dividend yield would be 4% (2p + 3p = 5p / 125p = 4%) that any such Investment should only be made on the basis statements, and as described more fully in the prospectus of the information contained in materials provided for that published by the Company on 19 October 2021. EBITDA Earnings before Interest, Tax, Depreciation and Amortisation purpose for consideration and not on the information contained in the Manager’s Report. No reliance may be Indices are used solely for comparison purposes. There EBITDAaL Earnings before Interest, Tax, Depreciation and Amortisation after Leases placed, for any purposes whatsoever, on the information are limitations in using indices for comparison purposes EV Enterprise Value contained in the Manager’s Report or on its completeness because, among other reasons, such indices may have and the Manager’s Report should not be considered different volatility, diversification, credit, and other material Growth strategy a plan to expand a company’s business (by, for example, increasing revenue, users, customers, products, or market share) a recommendation by the Manager or any member of characteristics (such as number or type of instrument the Marwyn group or any of their respective advisers or or security). Whilst investors can invest in index tracker Market Capitalisation a measure of the size of an investment company calculated by multiplying the number of affiliates or the Marwyn Funds (the “Relevant Entities”) in funds, they cannot invest directly in an index. FTSE Indices shares in issue by the price of the shares relation to an Investment. sourced from: London Stock Exchange Group plc and its NAV or Net Asset Value the net asset value (NAV) is the value of the investment company’s assets, less any liabilities it has. group undertakings (collectively, the “LSE Group”). © LSE No representation or warranty, express or implied, is Group. FTSE Russell is a trading name of certain of the NAV Per Share the NAV divided by the number of shares in issue. This may be different to the share price. given by or on behalf of the Relevant Entities or any of LSE Group companies. “FTSE Russell®” is a trade mark he difference is known as the discount or premium their respective directors, partners, officers, employees, of the relevant LSE Group companies and is/are used by NAV Total Return a measure showing how the NAV Per Share has performed over a period of time, taking into account advisers or any other persons as to the accuracy, fairness any other LSE Group company under license. All rights both capital returns and dividends paid to shareholders or sufficiency of the information or opinions contained in the FTSE Russell indexes or data vest in the relevant in the Manager’s Report and none of the information LSE Group company which owns the index or the data. Platform acquisition the acquisition of a target company by (or merger of a target company with) an acquisition company contained in the Manager’s Report has been independently Neither LSE Group nor its licensors accept any liability Reverse acquisition a platform acquisition of an already-listed company by an unlisted private company which verified by the Relevant Entities or any other person. Save for any errors or omissions in the indexes or data and no can allow the private company to bypass the lengthy and complex process of completing its own IPO in the case of fraud, no liability is accepted for any errors, party may rely on any indexes or data contained in this omissions or inaccuracies in such information or opinions. communication. No further distribution of data from the Share Price the price of a share as determined by the relevant stock market LSE Group is permitted without the relevant LSE Group Share Price Total Return a measure showing how the share price has performed over a period of time, taking into account The distribution of this document in certain jurisdictions company’s express written consent. The LSE Group does both capital returns and dividends paid to shareholders may be restricted by law and the persons into whose not promote, sponsor or endorse the content of this Total Equity Value the amount received in return for the sale of an investee company’s shares possession this document comes should inform communication. themselves about, and observe, any such restrictions. Total Equity Invested the amount paid for shares in investee companies Neither the content of the Company’s website nor any other The Manager’s Report includes “forward-looking website referred to in this document are incorporated into Total Shareholder Return or TSR returns to shareholders taking into account both income and capital returns statements” which includes all statements other or form part of this document. than statements of historical facts, including, without limitation, those regarding the Master Fund’s and the Shares in the Company are not designed or intended for Company’s financial position, business strategy, plans retail investors. The Manager does not promote shares in and objectives of management for future operations and the Company to retail investors and they should not be any statements preceded by, followed by or that include offered to retail investors. forward-looking terminology such as the words “targets”, 86 | ANNUAL REPORT AND FINANCIAL STATEMENTS | WWW.MARWYNVALUE.COM 87