2021

MARWYN VALUE INVESTORS LIMITED

FOR THE YEAR ENDED 31 DECEMBER 2021

Annual Report and

Financial Statements

04 Financial and Performance Summary

06 Report of the Chairman

08 Report of the Manager

23 Capital Distributions, NAV and Discount Management

26 Fund Structure and Investment Policy

28 Allocation of Net Asset Value

32 Report of the Directors

46 Report of the Independent Auditor

52 Income Statement

53 Statement of Financial Position

54 Statement of Cash Flows

55 Statement of Changes in Equity

56 Notes to the Financial Statements

74 Risk

79 Look-through Portfolio Information

80 Advisers

82 DefinedTerms

83 Disclaimer

DefinedtermsusedthroughouttheAnnualReportandFinancialStatements

are as described on page 82

Contents

MARWYN VALUE INVESTORS LIMITED

AUDITED ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

2021

WWW.MARWYNVALUE.COM

PERFORMANCE TO 31 DECEMBER 2021

Ordinary Shares

Financial and Performance Summary

NAV Total Return

+18.6%

Share Price Performance

+19.8%

NAV Per Share

183.7p

Share Price

119.0p

Dividends

9.06p

Net Assets

£101.9m

Market Capitalisation

£66.0m

Implied Dividend Yield

7.6%

Inception to date NAV Total Return

+179.0%

For the ordinary shares, inception to date movement is based on the combined weighted average NAV of Marwyn Value Investors I, II and B shares

prior to their amalgamation, using the conversion ratio published on 17 April 2008.

NAV total return assumes the reinvestment of dividends paid to shareholders into the Company at NAV and is calculated on a cum-income basis.

Share price total return assume the reinvestment of dividends paid to shareholders into the Company at the ex-div share price on the ex-div date.

Assets are held indirectly, as described in the ‘Fund structure and investment policy’ section of this Annual Report

Look-through NAV Breakdown as at 31 December 2021

assuming full year dividend of 9.06p and

31 December 2021 share price of 119.0p

Company % of NAV NAV/share Contribution (£)

Le Chameau 18.5% 0.34

AdvancedAdvTLimited 16.0% 0.29

Marwyn Acquisition Company II Limited 9.3% 0.17

Marwyn Acquisition Company III Limited 9.3% 0.17

Marwyn Acquisition Company plc 4.8% 0.09

Zegona Communications plc 0.5% 0.01

MAC Alpha Limited 0.5% 0.01

Cash 47.0% 0.86

Other assets / liabilities (5.9)% (0.11)

Net assets 100.0% 1.83

For the 2016 realisation shares and 2021 realisation shares, shareholder total return is calculated as the movement in total shareholder value,

including all distributions made to realisation shareholders over the relevant period.

Calculated as total distributions as a percentage of Net Assets on creation of each class.

2021 Realisation Class shareholder total return is calculated for the period from creation of the class on 30 November 2021.

Includes the dividend paid to ordinary shareholders in February 2022.

2021 Ordinary Share Total NAV Movement (£m)

Realisation Shares

Capital Returns & Distributions

The Company distributes capital back to shareholders through a range of methods, which are discussed

further in the section ‘Capital Distributions, NAV and Discount Management’.

Total Capital Returns & Distributions

Since Inception

Realisation

Class

Ordinary Shares Realisation Classes Combined

2016

2021

Dividends

and

Buybacks

£53.2m

Dividends and

Buybacks

£53.2m

Capital

Returns

£25.9m

Capital

Returns

£41.5m

Total

Distributions

£79.1m

Total since

inception

£94.7m

Total Capital

Returns

£15.6m

MVIR

MVR2

+38.8%

+3.3%

286.0p

183.7p

£2.7m

£0.7m

84.6%

0.0%

Ticker Shareholder

Total Return

Nav

Per share

Net Assets NAV

Distributed

SINCE INCEPTION

£101.9

+ £15.7

+ £0.7

+ £7.7

+ £0.0

(£0.6)

(£3.5)

(£4.1)

(£5.1)

£91.1

100

105

110

115

120

WWW.MARWYNVALUE.COM

Report of the Chairman

I am pleased to present the audited Annual Report

and financial statements of Marwyn Value Investors

Limited (LSE: MVI, MVIR, MVR2) for the year ended

31 December 2021.

Investment Performance:

The Board are pleased to note the strong

investment performance of the Company

during 2021, driven by positive returns from

the existing operating companies in the

portfolio. The cash generated from realised

investments over the last couple of years

provides the Manager with a strong balance

sheet to support the exciting next generation

of recently launched acquisition companies

combined with what the Board believes is an

attractive dividend.

Listed acquisition companies have been at

the core of the Manager’s strategy for more

than 15 years. The recent rise in the use of

such vehicles through the consequential

increased investor and executive interest

will benefit this strategy. However, the Board

notes the inherent misalignment between

the interests of promotors and investors that

exists in the conventional, and now much-

criticised, US SPAC model. Notwithstanding

this, the growth in the overall market has

substantially broadened the appeal of

the Manager’s model, which addresses

and solves this misalignment by creating

acquisition companies which are designed

to be attractive to institutional investors,

business owners and management

teams alike.

Governance & Oversight of

the Manager

The Board have an ongoing active

relationship and continuous dialogue with

the Manager which ensures we understand

its perspectives on the portfolio and the

wider market. My fellow non-executives

and I bring a combination of listed fund and

corporate experience at both operational

and board level that allows us to actively

oversee and challenge the Manager’s

activities on behalf of shareholders. My

role is complemented by my Non-Executive

Chairmanship of the Marwyn Group and

the oversight that that role gives me of the

broader Marwyn operations.

Shareholder Composition and Communication

Over the course of 2021, we welcomed a significant

number of high-calibre institutional shareholders as

investors in the Company, significantly diversifying

our register to enhance the liquidity of the Company’s

shares and increase the number of Marwyn investors

who invest in the Company and the underlying listed

acquisition companies. The Board and the Manager

are proactively conversing with our shareholders

to understand their viewpoints and develop their

understanding of the Company, the underlying

portfolio and the forward-looking strategy and I

would encourage any shareholders to contact me

directly at any time.

Shareholder Returns and Distributions

The Company aims to deliver long-term growth in its

NAV, alongside a consistent and predictable quarterly

dividend programme and a policy to distribute capital

gains on portfolio investments as and when they

are realised.

The success of the Manager’s previous acquisition

vehicles, including Advanced Computer Software, BCA

Marketplace, Breedon Aggregates and Entertainment

One, amongst others, is a testament to its ability to

drive value. These successes also demonstrate the

time it takes to build such high-quality companies,

with an expected hold-period for Portfolio

Companies of 5 to 7 years post platform acquisition.

This approach allows the Manager to support the

medium- to long-term ambitions of the Management

Partners. This is demonstrated by Le Chameau’s

success in growing sales and profits through 2021.

We believe that the investment strategy and current

income profile of the Company is very attractive to

shareholders.

As part of our shareholder engagement, at the start

of 2021, the independent directors met, or offered

to meet, with the Company’s larger shareholders to

review the effectiveness of the Company’s capital

returns and discount management strategy. As

a result of the feedback received, we suspended

the share buy-back programme that had been

in place since 2018, reverting to the payment of

quarterly dividends. Under our policy, distributions

are maintained or grown on a per-share basis and

currently represent an annual dividend of 9.06 pence

per share, paid in equal quarterly instalments. Based

on the closing share price of £1.17 as at 31 March

2022, this represents a yield of over 7.7%.

Wider Impact

The Board and the Manager have always been

conscious of the impact we can have beyond the

fund’s aims to generate shareholder returns. I am

pleased and proud of the efforts of both the wider

Marwyn group and of our underlying Portfolio

Companies to promote equality and diversity and

improve the world we live in.

Through the Marwyn Trust, Marwyn has supported

charitable projects including: Cash & Rocket, a united

community of like-minded, powerful women whose

goal is to strive for equality through education;

Sumbandila, an organisation which provides merit-

based scholarships to exceptional children in

rural areas in South Africa; and the Helen Bamber

Foundation, a pioneering human rights charity

supporting refugees and asylum seekers who are the

survivors of extreme human cruelty.

At the portfolio level, over 40% of the enterprises

backed by Marwyn have been led by women, as either

CEO or Chair, and we have had continuous female

representation on the Company’s Board since 2014.

Outlook

Against a backdrop of the current macro-economic

and geo-political environment, I believe that, given

the Manager’s investment strategy of backing

experienced executives, employing low financial

leverage together with innovative acquisition

structures, as well as our cash resources, the

Company is well positioned to take advantage of

opportunities which may arise in 2022 and provide

the foundations for strong portfolio performance in

the years to come.

Robert Ware

Chairman

28 April 2022

WWW.MARWYNVALUE.COM

Report of the Manager

Who we are

Founded in 2005, we are a specialist institutional sponsor

of European listed acquisition companies. We partner

with experienced industry executives who have built

careers in their industries and developed deep-rooted

expertise and relationships to enhance deal-sourcing and

subsequent platform build-out, utilising their wealth of

sector-specific knowledge.

Marwyn strategy

Marwyn’s strategy is to identify, support, invest in and

work alongside high-calibre, sector-leading, experienced,

operational management teams to acquire, manage,

build, and grow businesses headquartered in the UK,

Europe, or the Americas.

17 year track record of successful acquisition

companies across a range of sectors

Proven origination model based on accessing

proprietary deal flow

Management partnership model delivering deep

sector experience and operational expertise

Long track record of raising institutional equity

from and delivering returns to UK institutional

investors

Proprietary acquisition vehicle structure, we believe

is highly attractive to management and investors alike

andwhichprovidessignificantexecutionaladvantages

and long-term alignment between stakeholders

WWW.MARWYNVALUE.COM

Report of the Manager

A track record of success

As Europe’s leading sponsor of

acquisition vehicles, our 11 companies

which have followed our current strategy

and completed a platform acquisition

have delivered £4.7 billion of profits to

equity investors.

Simon Vivian

Robert Samuelson

Fiona Begley

Keith Tozzi

Hugh Aldous

TOTAL

The following table details the equity profits generated by our acquisition companies which had a similar overall

strategy to our new acquisition vehicles and which completed a platform acquisition, based upon all equity raised

(from all investors throughout their lifetime, including the period after we exited our cornerstone position) and with

returns calculated based upon (a) the offer price on sale of the entire company, or (b) the prevailing share price if

still listed.

BCA Apr-15 Avril Palmer -Baunack Automotive £1,163m £2,137m 84%

ETO Feb-07 Darren Throop Media £747m £2,824m 278%

BREE Sep-10 Peter Tom Construction Materials £702m £1,387m 97%

ZEG Aug-15 Eamonn O’Hare Telecoms £388m £525m 35%

ACS Aug-08 Vin Murria Computer software £126m £725m 477%

COT Nov-06 Keith Tozzi Healthcare £117m £130m 11%

INP Oct-05 Mark Silver Testing & Inspection £116m £229m 97%

SID Jul-06 Sean Nutley Remediation £58m £1m (99%)

TLS Jun-05 Nick Harding Leisure £48m £128m 170%

MLO Oct-07 Adrian Carey Training £44m £98m 121%

ZTR Apr-05 Ian Blackburn Confectionery £35m £41m 15%

£3.5bn £8.2bn 132%

COMPANY TICKER ACQUISITION

DATE

MANAGEMENT

PARTNER(S)

SECTOR TOTAL EQUITY

INVESTED

TOTAL EQUITY

VALUE

% EQUITY

RETURNS

WWW.MARWYNVALUE.COM

Report of the Manager

Mark Brangstrup Watts

Mark has many years of experience deploying

long-term investment strategies in the public

markets. Mark brings his background in

strategic consultancy to the management

team, having been responsible for strategic

development projects at a range of international

companies including Ford Motors Company (US),

Cummins (Japan) and 3M (Europe).

Previously Mark has served as non-executive

director of Zegona Communications, BCA

Marketplace, Advanced Computer Software,

Entertainment One, Silverdell, Inspicio and

Talarius amongst others. Mark has a BA in

Theology and Philosophy from King’s College,

London.

Mark is currently a Managing Partner of

Marwyn Capital LLP and Marwyn Investment

Management LLP, an executive director of

Silvercloud Holdings Limited, and a director of

Marwyn Acquisition Company plc, MAC Alpha

Limited, Marwyn Acquisition Company II Limited

and Marwyn Acquisition Company III Limited.

James Corsellis

James brings extensive public company

experience 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 leaders.

Previously he has served as non-executive

director of BCA Marketplace, Advanced

Computer Software, non-executive chairman

of Entertainment One, non-executive director

of Breedon Aggregates and as CEO of

icollector Plc. James was educated at Oxford

Brookes University, the Sorbonne and the

University of London.

James is currently a Managing Partner of

Marwyn Capital LLP and Marwyn Investment

Management LLP, an executive director of

Silvercloud Holdings Limited, and a director

of Marwyn Acquisition Company plc,

AdvancedAdvT Limited, MAC Alpha Limited,

Marwyn Acquisition Company II Limited and

Marwyn Acquisition Company III Limited.

Marwyn Group

Mark and James are supported by a highly experienced team of 16, based in London and Jersey who provide

investment management, corporate finance and operational support to our investee companies.

How we invest

Over the last 17 years, we have gained extensive

experience in executing successful investment

strategies in the public markets. Throughout this time,

we have invested across a broad range of sectors in

conjunction with leading executives or management

teams (our “Management Partners”).

Our Management Partners have added value through

the origination of investment opportunities, the

assessment and due diligence process and by playing

a long-term role in the hands-on execution of the

strategy, commonly taking the role of Chairman or

Chief Executive Officer. The success of our previous

vehicles has been based on a number of factors

including our ability to identify and partner with these

industry-leading Management Partners whilst drawing

on our transactional and corporate finance expertise

in developing and structuring a range of acquisition

vehicles that aim to meet the needs of all stakeholders.

Market opportunity

Over the last 20 years, the London Stock Exchange

has been the venue for numerous highly successful

acquisition companies. We believe there remains

significant interest from both companies and industry

executives in using well-structured acquisition

companies on the public markets to execute growth

strategies across a range of sectors.

Building on our long experience of investing through

listed acquisition companies to execute buy and build

growth strategies alongside experienced Management

Partners, and reflecting on the much-criticised US SPAC

model, we believe the Marwyn Acquisition Company

structure (the ‘MAC’ structure) is uniquely designed to

be attractive to institutional investors, business owners

and management teams. The principal enhancements

being:

• Ensuring long term alignment: management

and sponsor incentives aligned to long term equity

performance and no discounted shares/warrants or

upfront promoter fees

• Increasing flexibility in raising capital: the

addition of innovative mechanisms to raise equity

capital from institutional investors

• Improving transactional efficiency: a new

transaction process allowing the execution

of a reverse acquisition on a timetable that is

comparable with investment from private equity

providers

Portfolio activity

Operating companies

In 2021, we exited the majority of our position in

Zegona through a tender offer following the €428

million sale of Euskaltel which realised £52.1 million

for the Company and a return of 1.4x over the life of

our investment.

Le Chameau’s performance over 2021 has been

materially ahead of our expectations. The company

has delivered yet another profitable year under

the leadership of Corry Cavell-Taylor and we have

continued to see the accelerated development of Le

Chameau’s direct to consumer e-commerce channel,

as well as continued strong demand from retailers.

We are confident that these developments will

continue to improve the company’s growth trajectory

and sustained profitability leading to further

positive uplifts in value and are actively considering

opportunities to materially increase the company’s

long-term in-house production capacity.

Acquisition companies

AdvancedAdvT which was launched with Vin Murria

OBE in late 2020 and raised £130m of equity capital,

continues to review a range of opportunities.

In January 2022, AdvancedAdvT announced the

acquisition of a c.9.82% stake in M&C Saatchi and

subsequently has announced that it is interested in

exploring a share exchange merger with M&C, with

discussions continuing.

In light of the market opportunity and strong pipeline

of opportunities we see, we launched four new

Marwyn acquisition vehicles over 2020 and 2021,

with a variety of structures and flexible approaches

available to suit the specific characteristics of

the sectors or platform opportunities under

consideration. Details of each of the acquisition

companies are included later in the Report of the

Manager.

WWW.MARWYNVALUE.COM

Report of the Manager

Investment outlook

We continue to work with several potential

Management Partners and consider numerous

investment opportunities, mindful of volatility of the

current macro-economic environment and remaining

loyal to our core investment thesis of backing

experienced managers, in sectors and companies

with strong fundamentals, employing a risk adjusted

approach to leverage and returns and focus on

building long term sustainable returns

for all stakeholders.

Environmental, Social and Governance

The importance of ESG considerations

As we continue to adapt to living with the global

impact of COVID-19 and, at the time of writing, are

yet to fully understand the impact of the conflict

in Ukraine, the pace of change continues to have a

sustained and widespread affect across many aspects

of our day-to-day lives. The importance of sustainable

and responsible investing remains very much front

of mind.

As an investment company, the Company delegates

the day-to-day management of its business to the

Manager (the authority of the Manager is detailed

in the Report of the Directors). Whilst the Company

looks to the Manager in relation to the execution of its

investment strategy, in carrying out its activities and in

its relationships with service providers, the Company

aims to conduct itself responsibly and fairly.

As the Manager, we believe it is important to invest in

companies that act responsibly in relation to social,

governance, ethical and environmental issues. Whilst

our strategy considers multiple sectors, our approach

to identifying both Management Partners and target

businesses, and the continuous evolution of those

investments through both operational improvements

and bolt-on acquisitions can, at each stage, integrate

the same fundamental ESG principles to meet

investors financial and sustainability objectives.

Environmental awareness

and action

We are mindful of our place in the

communities in which we work and

live. The way we work has continued to

evolve as we consider and adapt to the

changing ways in which our team works

and interacts and as we spend more

time in the office together, we continue

to ensure that the little things still

count, such as recycling and avoiding

single use plastics.

Beyond the day-to-day, environmental

awareness and understanding is inbuilt

to our investment strategy. We are

committed to continually expanding

our understanding and knowledge

and looking at new and innovative

ways of working and engaging with the

opportunities that may arise.

People, diversity, and charity

Our people are fundamental to

our business. We are committed to

providing an inclusive and collaborative

place to work that encourages diversity,

where people are recognised and

rewarded for delivering on our strategic

ambitions and values (including sound

and effective risk management) and

incorporating measures to avoid

conflicts of interest and excessive

risk taking. Our incentive scheme

ensures that the team are aligned with

the Company’s shareholders, whilst

providing an incentive that allows us to

hire and retain the best talent.

Our dynamic team includes people

from a wide range of countries, with

various qualifications, backgrounds,

and expertise, with half of our team

being women. We have a highly

qualified team and foster a culture of

continued learning and development

to keep our team at the forefront of

market practices.

The health and wellbeing of our team

is imperative. Alongside encouraging

a work-life balance, we have an on-site

gym and can arrange virtual training

sessions.

We also operate the Marwyn Trust

which provides financial support to

charities both in the UK and further

afield.

Corporate Governance

As a regulated business, our

Corporate Governance manual

includes requirements to ensure

compliance with all applicable

laws and regulations, including the

bribery act and MAR, with careful

monitoring of gifts and hospitality.

We also have a whistleblowing

procedure, should employees wish

to raise concerns, and an employee

handbook which addresses dignity at

work, equal opportunities, disability

and harassment. Marwyn does not

make any political donations, nor is it

involved in political lobbying.

Our Firm

As a firm, Marwyn remains committed to:

Investing responsibly is in our nature. We do not make short-term investments, we carefully conduct due diligence on

investment opportunities and consider many requirements for our investments, of which ESG is a factor.

We believe that ESG is holistic, covering a great range of topics including the protection of data, tax compliance and ethics.

The global ESG reporting landscape is evolving and we are considering how best to monitor and report our ESG credentials.

We endeavour to integrate processes, policies and procedures into our day-to-day operations to both mitigate risk and

create opportunity from the developing themes around ESG.

WWW.MARWYNVALUE.COM

Report of the Manager

The Marwyn Trust

The Marwyn Trust was formed in 2009 by Marwyn’s partners and was established to make donations from

Marwyn and associated companies and individuals to charitable institutions working with the underprivileged

and in the fields of education, healthcare, economic development and supporting individuals in the arts

profession. Over the last five years, grants in excess of £900,000 have been made to a range of charitable

institutions, most notably the Sumbandila Scholarship Trust (“Sumbandila”) and the Helen Bamber Foundation

(“HBF”), and more recently to support humanitarian aid efforts in Ukraine.

Sumbandila provides full scholarships to private schools, as well as an educational outreach program to children

living in rural areas in South Africa. This aims to transform the lives of underprivileged children, creating

entrepreneurs and leaders who will make significant contributions to the future of South Africa. Marwyn

management have built strong relationships with Sumbandila, having seen first-hand the work that they do.

The HBF is a human rights charity that gives survivors of trafficking and torture the strength to move on. Each

of their clients has a complex, unique and painful history. Most survivors have either been trafficked to the UK

or have fled their country of origin after experiencing some of the most abhorrent crimes. The HBF ensures

survivors are free, healthy, safe and are protected from re-victimisation, detention and poverty.

Diversity in our team

Marwyn has a team built on ability and performance, promoting from within and encouraging a wide range

of skills and expertise. Half of our team are female, with one of the four partners also being female. Over the

years we have had people join us from many different countries, all bringing with them different expertise and

experiences.

Management Partners

Of the enterprises backed by Marwyn, over 40% have been led by female executives as either CEO or Chair.

Examples of what we do

• Perform full due

diligence on the board,

including that conducted

by the broker

• Investment thesis

presented to

cornerstone investors

• Board composition

revisited – focus on

corporate governance

best practice, diversity

and required skills and

expertise

• Preparation of key

company policies, MAR

compliance manual, anti-

bribery and corruption

and whistleblowing

policies to ensure

compliance with relevant

legislation

• Preparation of the

FPPP to provide the

framework within

which the company

will operate, including

prescribed matters

reserved for the board

• Full disclosure of the

board, strategy, key

agreements included in

the prospectus

• Extensive due diligence

performed on target

business

• Consideration of ESG

risks specific to the target

business along with red

flags from due diligence

reports prepared by third

party providers

• Due diligence to cover

financial, pension & HR,

tax, IT, legal, commercial,

environmental, insurance

and asset integrity as

needed

• Creation of the 100-

day plan in conjunction

with the FPPP to

ensure risks minimised

and key operational

considerations made

• Revisit board

composition, executive

management and their

incentivisation to ensure

correct mix of skills and

experience to lead the

enlarged group

• Perform in depth

due diligence on the

Management Partners to

build an exceptional and

diverse team

• Understand the sector,

perform detailed due

diligence on potential

targets, the industry,

opportunities, regulations,

trends and risks

• Consider deal structuring

and ability to exit

• Establish an incentive

scheme that completely

aligns the management

team with shareholders

Establish an acquisition vehicle

Operations control and bolt-on acquisitions

Development of the acquisition vehicle

Identify and complete the platform acquisition

• Monitor resolution of items

on the 100-day plan

• Regular board meetings

to review progress, issues

identified and further

investment opportunities

• Oversight by the board of

ESG issues and opportunities,

reporting to shareholders

through their annual reports

on relevant topics

• Ongoing monitoring of

compliance with listing rules

and all internal policies and

procedures

ESG

Integrations

within the

investment

lifecycle

WWW.MARWYNVALUE.COM

Report of the Manager

Current Portfolio — Operating Companies

Management Partner

Corry Cavell-Taylor

Corry Cavell-Taylor is CEO of Le Chameau Holdings Limited, MD

of Bradshaw Taylor Limited and creator of Schöffel Countrywear.

Corry has over two decades of experience in the country sports

market worldwide and is a director of The Outdoor Industries

Association of GB.

Corry started distributing outdoor and country brands over

25 years ago, having taken over Bradshaw Taylor from his father

who was the third generation of the family to run the business

which was started in 1895 by Corry’s Great-Grandfather.

Bradshaw Taylor distributes leading brands in outdoor and

country clothing and equipment, connecting these brands with

retailers and consumers throughout the UK, Europe & USA.

Corry has a BSc from Birmingham University and an MBA from

Cranfield School of Management.

Value creation opportunity

• To build a leading luxury goods business, capable of

scaling sales across the UK, Europe and North America

• Further expand the direct-to-consumer e-commerce

channel

History

Le Chameau is an iconic technical footwear brand with over 90

years of heritage, a leader in the premium rubber boot market

with a passionately loyal consumer base, brand ambassadors

and a growing addressable market.

Originally acquired in 2012 with an investment hypothesis

to scale in both core and new markets, the business initially

struggled to succeed as a standalone entity, having previously

been part of French conglomerate Lafuma. The business has

required huge transformation over the last 10 years in almost

every aspect of its operations to re-position it for growth from

a sustainable and scalable platform.

In 2019, we entered into a joint venture with Bradshaw Taylor,

one of the UK leading distributors of outdoor brands including

Schoffel, bringing a wealth of operational experience as well

as operational infrastructure and resources to help scale

the business. As co-owners of the business we have been

delighted with the subsequent performance. Under Corry’s

leadership, the business has successfully implemented the

extensive cost-out and integration changes included within the

transaction business plan. These changes have transformed

the cost base of the business and enabled Le Chameau to

strengthen key partnerships with retailers whilst driving its

online segments. 2020 was a pivotal year that demonstrated

Le Chameau could negotiate a particularly difficult trading

environment, deliver sales growth across both segments,

and successfully execute the opening of a new warehouse in

Europe. The positive momentum in the business continued

through 2021 with the business delivering 17% revenue

growth in its B2B channel and 23% revenue growth in its direct

e-commerce channel from the prior year, along with increases

in gross margin and underlying profitability.

The business has continued to make operational

improvements to expand production capacity to meet growing

demand, with 167,000 pairs of rubber boots produced in 2021,

and plans to scale further in the coming years.

Le Chameau Luxury Goods www.lechameau.com

Valuation at 31 December 2021

Value as at 31 December 2021 and 31 December 2020 is the aggregated value attributable to all of the Company’s share classes

Valuation at 31 December 2020£21.2m £12.0m

Recent progress

We believe if the positive growth trajectory and improving

scale and margins of the business can be continued, there is

potential for the valuation of Le Chameau to move closer in

line with that of more established luxury apparel companies,

offering significant potential upside. In the meantime, with

the business positioning itself to capitalise on growing

customer demand for its products and an accomplished

management team, we believe the future looks promising.

Reflecting the continued positive performance of Le

Chameau, the Master Fund’s investment was written-up

from £12.3 million in December 2020 to £21.8 million as at

31 December 2021 (£18.9 million of which is attributable to

the Company’s shareholders).

WWW.MARWYNVALUE.COM

Report of the Manager

Current Portfolio — Operating Companies

Management Partner

Vin Murria

Vin was the founder and CEO of Advanced Computer Software

Group plc (2008 to 2015), one of Marwyn’s previous vehicles

which generated equity returns of 477% and was acquired by

Vista Equity Partners in 2015, and the CEO of Computer Software

Group plc (2002 to 2007) acquired by Hellman Friedman in 2007.

She has more than 25 years of experience in the software sector

and is currently a non-executive director of Softcat plc and Bunzl

plc, Deputy Chairman of M&C Saatchi plc and a Senior Advisor to

HG Capital and NM Rothschild on TMT.

Previous directorships have included serving as a non-executive

director at Sophos Group plc, Zoopla Property Group plc, Chime

plc, DWF plc and COO of Kewill Systems plc (now Blujay). Vin holds

a bachelor’s degree in Computer Science, an MBA and a Doctorate

in Business Administration (Hon). Vin became an Officer of the

Most Excellent Order of the British Empire in 2018 for her services

to Technology and the empowerment of women in the sector.

Vin is the founder of the PS Foundation, a charity set up to

support the education of women and children in poverty in

India and the UK.

Value creation opportunity

• Recently established vehicle with an experienced and

highly credible management team

• Equity raise completed in March 2021 of £130 million to

acquire asset(s) of scale

• Focused on opportunities in the digital, software and

services sector likely to benefit from structural changes

brought about by the current macro environment,

driving digitalisation effecting the way people live, work

and consume and the way that businesses operate,

engage and sell to customers

Overview

AdvancedAdvT acquired a minority stake in M&C Saatchi plc

in January 2022 and is in continuing discussions regarding a

possible merger or offer.

AdvancedAdvT acquired a minority stake in

M&C Saatchi in January 2022

% voting rights held by

the Marwyn Funds

15.4%

AdvancedAdvT Limited Digital, Software & Services www.advancedadvt.com

Details on voting rights attributable to each of the Company’s share classes on a look-through basis are included in the section entitled

‘Look-through portfolio information’

Current Portfolio — Acquisition Companies

Overview

The Manager launched MAC II and MAC III in December 2020

as LSE Main Market listed acquisition companies. £12.5 million

has been invested by the Marwyn Funds in each of MAC II and

MAC III.

MAC II has published a prospectus in relation to a 12 month

placing programme for a C redeemable share class. MAC

III has announced an intention to launch a similar placing

programme. It is expected that the ability to issue redeemable

shares where appropriate, alongside the existing flexibility

of the MAC structure to utilise the issuance of either listed

Ordinary shares or unlisted B shares provides MAC II and

MAC III with a competitive advantage in securing attractive

acquisition opportunities and bringing the best executive

management back to the UK public markets.

MAC plc is an AIM quoted vehicle with a focus on smaller

opportunities where the company’s AIM listing and seed

capital provide a compelling opportunity to secure an industry-

leading executive team to pursue a buy and build strategy

in the current market, particularly for those opportunities

considered most suited to an AIM quotation.

MAC Alpha, launched in December 2021, is an LSE Main

Market listed acquisition company which is expected to

focus on investment opportunities where a combination of

management expertise, improving operating performance,

freeing up cashflow for investment and implementation of

a focused buy and build strategy can unlock growth in core

markets and often into new territories and adjacent sectors.

MAC Alpha is currently not proposing to issue redeemable

shares and is seeking Management Partners and transactions

which can utilise its Main Market listing on the London Stock

Exchange.

Marwyn Acquisition Company plc

Marwyn Acquisition Company II Limited

Marwyn Acquisition Company III Limited

MAC Alpha Limited

Capital raised

Acquisition target size

Target sectors

Listing

£5.0m

Up to £500m

Industrials

Manufacturing

Engineering

Construction

Building Products

Support Services

LSE AIM

£12.7m

Greater than £100m

Various

LSE Main Market

£12.7m

Greater than £100m

Various

LSE Main Market

£0.7m

Greater than £100m

Various

LSE Main Market

MAC plc MAC II MAC III MAC ALPHA

As at 31 December 2021.

For MAC plc, capital raised is represented by the cash balance held by the company as at 31 December 2021

WWW.MARWYNVALUE.COM

Report of the Manager

Realised Investments

Management team

Zegona was listed in March 2015 as an acquisition vehicle led by

Eamonn O’Hare and Robert Samuelson, previously part of the

Virgin Media team responsible for the $24bn sale of that business

to Liberty Global. Zegona was established to pursue a ‘buy-fix-sell’

strategy in the European telecommunication sector.

Investment history

Zegona acquired its platform asset, Telecable, for €640 million

later in 2015, subsequently selling this business to Euskaltel in

2017, receiving €186.5 million cash consideration and a 15% stake

in the resulting enlarged Euskaltel group. Surplus cash of £140

million was returned to shareholders in October 2017.

In 2019, Zegona increased its shareholding in Euskaltel and

combined with Eamonn O’Hare’s and Robert Samuelson’s

Euskaltel board positions, Zegona’s increased influence resulted

in the introduction of a new CEO and implementation of Zegona’s

plan to drive significant change in the underlying business

including realising synergies from creating a single operating

platform for Euskaltel’s three regional brands, returning the

combined business to growth and expanding nationally by

launching new products under the Virgin telco brand.

In March 2021, MasMovil launched a tender offer to acquire

Euskatel, following which Zegona announced its intention to

return £335 million of the sale proceeds to its shareholders

in cash.

The Marwyn Funds received proceeds of £45.4 million

attributable to the Company’s ordinary shares and £6.7 million

attributable to the Company’s 2016 realisation shares.

The sale of the Euskaltel investment represents completion of

Zegona’s initial ‘buy-fix-sell’ strategy in Spain. By returning 98%

of the Zegona business to its shareholders, Zegona has retained

sufficient capital to continue to pursue its original ‘Buy-fix-sell’

strategy in the broader European TMT sector, with further capital

raises likely at the time their next acquisition is identified.

Performance

The sale of shares in the tender offer generated a 1.4x return

for the Marwyn Funds over the life of our investment.

Value at 31 December 2020

Realised Value

Residual Value (31 December 2021)

£36.5m

£52.1m

£0.6m

MM Return (Life of investment) 1.4x

Zegona Communications plc TMT www.zegona.com

Value as at 31 December 2020, Realised Value and Residual Value as at 31 December 2021 are aggregate values on a look-through

basis attributable to all of the Company’s shares in aggregate

Capital Distributions, NAV and Discount

Management

As is common to many investment companies, the Company’s shares trade at a discount to the underlying NAV.

The average discount to NAV of the Company’s ordinary shares during the year was 34.4%, compared to the

equivalent 36.5% average in the prior year. The discount range was 29.8% to 38.6%. Alongside marketing the

Company’s shares to new investors and seeking to enhance the trading of the Company’s shares with a view to

narrowing the discount, the Company has a range of features and policies that we believe act as a mitigant to

the discount:

Dividend Policy: the Company currently pays an annual 9.06p per ordinary share dividend in equal quarterly

installments, which equates to a dividend yield of over 7.7% based on the Company’s ordinary share price as at

31 March 2022.

Profit Distribution Policy: the Company currently distributes 50% of investment profits as and when realised

to ordinary shareholders, to the extent this has not been returned already through dividends or buy-backs.

Realisation Classes: every 5 years the Company allows ordinary shareholders to convert their shares into a new

series of realisation shares. On disposal of an investment, save for reasonable working capital requirements, all

proceeds are returned directly to shareholders allowing them to ultimately receive 100% of the underlying NAV.

These policies are explained in more details below.

The Board believe that the combination of these measures provides a substantial mitigant to a persistent discount

to NAV and ultimately provides shareholders with potentially substantial returns of capital as demonstrated by the

data below.

Shareholder total return is calculated as the movement in total shareholder value, including all distributions made to realisation shareholders

over the relevant period.

Calculated as total distributions as a percentage of Net Assets on creation of each class.

2021 Realisation Class performance is calculated for the period from creation of the class on 30 November 2021.

Includes the dividend paid to ordinary shareholders in February 2022.

Realisation Shares

For the year ended 31 December 2021

Capital Returns & Distributions Since Inception

Realisation

Class

Ordinary Shares Realisation Classes Combined

2016

2021

Dividends

and

Buybacks

£53.2m

Dividends and

Buybacks

£53.2m

Capital

Returns

£25.9m

Capital

Returns

£41.5m

Total

Distributions

£79.1m

Total since

inception

£94.7m

Total Capital

Returns

£15.6m

MVIR

MVR2

+38.8%

+3.3%

286.0p

183.7p

£2.7m

£0.7m

84.6%

0.0%

Ticker Shareholder

Total Return

Nav

Per share

Net Assets NAV

Distributed

SINCE INCEPTION

WWW.MARWYNVALUE.COM

Ordinary Share Distribution Policy

The Company’s Ordinary Share Distribution Policy is comprised of two parts:

1. Minimum annual return

Policy

The Company will deliver a minimum annual return to Shareholders by making distributions in each quarter. Pursuant

to the Ordinary Share Distribution Policy, in each year the Minimum Annual Distribution will be maintained or grown

on a pence per share basis.

In circumstances where the Board decides to make a dividend payment which cannot be funded by income received

by the Master Fund or MVI II LP, the Master Fund may make distributions from the capital attributable to Ordinary

Share Interests to enable the Company to meet its obligations.

Any distribution of the minimum annual return may be made by way of:

(i) repurchases of ordinary shares;

(ii) by payment of dividends; or

(iii) a combination of both.

Implementation

Following consultations with the Company’s significant shareholders on the implementation of this policy, the Board

determined that, from the start of 2021, the most suitable method to satisfy the minimum distribution was through

the payment of dividends rather than through the Company’s share repurchase programme which had commenced

on 1 October 2018 (the “Buyback Programme”). Interim dividends of 2.265p per ordinary share were paid in February,

May, August, and November 2021, each being a total payment of £1,265,022. These payments have continued in

2022, with an interim dividend of 2.265p per ordinary share paid in February 2022.

2. Returns following Net Capital Gains

Policy

Where the Master Fund or MVI II LP disposes of an asset for a Net Capital Gain and the Company has not already

returned to ordinary shareholders an aggregate amount since 19 November 2013 in excess of 50 per cent of that

gain and any previous such gains pursuant to the Ordinary Share Distribution Policy (Minimum Annual Distribution

payments referred to above are treated as if they had been returns of gains for this purpose), the Master Fund will

distribute the difference to the Company. The Company will, in turn, make a corresponding distribution to ordinary

shareholders by way of tender offers, share repurchases or other returns of capital and distributions. Any share

repurchases may alternatively be made by the Master Fund and cancelled using the Exchange Procedure described

in the Company’s prospectus dated 19 October 2016. Returns following a Net Capital Gain may also be made by way

of an extraordinary distribution, where applicable, by adding such amount to the next proposed quarterly dividend (if

any), where doing so would not result in a delay as compared to declaring an extraordinary distribution.

The balance of any Profitable Realisation, after the payment of any incentive allocation, will be retained in the Master

Fund and available for new and follow-on investments and to meet the Master Fund’s reasonable working capital

requirements, although all or part of the balance may be used to augment distributions under the Ordinary Share

Distribution Policy. There is no adjustment, or offset, of any Net Capital Gains for any investments realised at a loss.

Implementation

Since the last distribution of Net Capital Gains made under this section 2 of the Ordinary Share Distribution Policy

following the disposal of the investment in Entertainment One, a total of over £40.2 million has been returned to

ordinary shareholders (including the February 2022 dividend) compared to realised gains attributable to ordinary

shareholders totaling £34.2 million (50% of which is £17.1 million). Accordingly, the Company has, to date, distributed

£23.1 million in excess of what would be required under this policy, and realised gains attributable to ordinary

shareholders in excess of £46.2 million will be needed before any return on a Profitable Realisation is made.

Capital Distributions, NAV and Discount

Management

Since implementation in November 2013, over £68.5 million has been returned to shareholders under the Ordinary

Share Distribution Policy.

For the avoidance of doubt, the Company’s Ordinary Share Distribution Policy applies only to the ordinary shares.

The 2016 realisation shares and 2021 realisation shares carry no rights to participate in the Company’s Ordinary

Share Distribution Policy.

2016 realisation class cash return

In October 2021, the Company announced that funds attributable to realisation shareholders received from the

completion of Zegona’s tender offer, along with cash held by the Master Fund attributable to realisation shareholders

not required to be held for reasonable working capital purposes would be returned to realisation shareholders by

way of a redemption of realisation shares. Following a redemption of the Company’s interests in Class R(F) and Class

R(G) of the Master Fund to the value of £6.4 million, the distribution to realisation shareholders was effected by way of

a redemption of 2,750,985 realisation shares which were subsequently cancelled.

An incentive allocation payment in respect of Class R(F) of £1,225,609 was paid alongside the redemption of the

realisation shares.

2021 realisation share offer

In November 2021, ordinary shareholders were given the option to convert their shares into a new (second) series

of realisation shares, which provides investors with the ability to receive underlying, undiscounted net asset value,

as and when investments are ultimately realised. As a result of this, on 30 November 2021, 360,482 ordinary shares

(representing 0.65% of the ordinary shares in issue) were redesignated as 2021 Realisation Shares and were admitted

to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange.

The 2021 realisation shares rank equally and otherwise carry the same rights as the ordinary shares, save that i) the

investment policy in respect of the assets relating to the realisation shares will be managed as described in the Fund

Structure and Investment Policy section of these accounts, ii) the Ordinary Share Distribution Policy applicable to

the ordinary shares does not apply to the 2021 realisation shares, and iii) the 2021 realisation shares will entitle the

2021 realisation shareholders to returns only in respect of realisations made on investments attributable to the 2021

realisation pool. Further details of the realisation class are included in Note 11.

The NAV per share of both the ordinary and 2021 realisation shares at the redesignation date on 30 November 2021

was £1.77782, this resulted in a total net asset value attributable to realisation shareholders at that date of £640,872.

The next Realisation Class Offer will be made available to ordinary shareholders in November 2026.

WWW.MARWYNVALUE.COM

Fund Structure and Investment Policy

Status and activities

The Company is a closed-ended investment company

registered by way of continuation in the Cayman

Islands (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 UK incorporated

company.

The Company was admitted to trading as a closed-

ended investment company on the Specialist Fund

Market (the precursor to the Specialist Fund Segment)

on 8 December 2008.

Fund Structure

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 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 realisation and 2021

realisation shareholders along with ownership of the

assets is detailed in the Allocation of Net Asset Value

section of this Annual Report.

The structure of the Marwyn Funds, as detailed in the

structure chart below has evolved since inception to

provide access to a wider investor base. The Company

was added as a feeder to the Master Fund to allow

access to public market investors through

the Company’s listing on the SFS and MVI II LP

was launched to provide access to private equity

investor capital.

The Portfolio Company investments of MVI II LP are held by MVI II Holdings I LP, which aggregates

the investments of MVI II LP and its stapled co-investment vehicle, MVI II Co-Invest LP.

Marwyn Value Investors Limited

Listed on Specialist Fund Segment

of the London Stock Exchange

Marwyn Value Investors LP “The Master Fund”

Marwyn Value Investors II LP

“MVI II LP”

2016 Realisation

Ordinary

“2016 Realisation Pool”“Main Partnership” “2021 Realisation Pool”

Direct Portfolio Company

Investment

Direct Portfolio Company

Investment

Silvercloud Holdings Limited

(Le Chameau)

2021 Realisation

100% of 2021

Realisation Pool

100% of 2016

Realisation Pool

97% Main

Partnership

83% Main

Partnership

Portfolio Company Investment

Investment objective

The investment objective of the Company is to

maximise total returns primarily through the capital

appreciation of its investments.

Investment policy

There are no investment restrictions applicable to the

Company or the Master Fund.

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 investment;

• it cannot engage in derivative trading except to

hedge or enhance an investment in an existing

or prospective Portfolio Company;

• it cannot invest in any blind-pool investment

fund; and

• it may recycle distributed capital, up to an

amount equal to 100% of the partners’ aggregate

commitments, which may only be used to

acquire assets, and not pay fees.

The Master Fund and MVI II LP invest either directly

or indirectly into the Portfolio Companies. The Master

Fund (with the exception of the classes attributable

to realisation shareholders) and MVI II LP (during its

investment period being five years from the final close

on 31 March 2019) are permitted to make follow-on

investments into the Portfolio Companies and invest

in new Portfolio Companies. In the case of capital

relating to the Company’s realisation shares, the

Master Fund is only permitted to invest cash in follow-

on investments in the Portfolio Companies within

three years of creation of a realisation class which for

the 2016 Realisation Class expired in November 2019

and for the 2021 Realisation Class runs to November

2024.

The Master Fund also has an express power to use

cash to acquire the Company’s shares at a discount to

their NAV for cancellation. Any such acquisitions and

cancellations will be NAV enhancing for the continuing

holders of ordinary shares. The use of such power is

periodically reviewed by the Manager and the Board.

The assets attributable to a 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 realisations are made. A

realisation pool is permitted to invest cash allocated

to it upon its creation in follow-on 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 working capital requirements, distributed

to the relevant class of realisation shareholders.

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, company secretarial, administrative and

accounting services.

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 any regulatory or

corporate governance requirements, as applicable.

There is no obligation for any Portfolio Company to

use the services offered by the 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

parties’ to the Portfolio Companies and as such, all

fees payable to Marwyn entities are fully disclosed in

the Portfolio Companies’ audited accounts, with all

contracts deemed ‘significant’ also being disclosed

in any Portfolio Company admission document or

prospectus.

The Portfolio Company costs indirectly borne by the

Company are proportional to the Company’s indirect

holding in each Portfolio Company. The holding in

each as at the balance sheet date is disclosed in the

Look-through portfolio information section of this

Annual Report.

WWW.MARWYNVALUE.COM

ORDINARY SHARES

Allocation of NAV by company at 31 December 2021

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 2021

is broken down as follows:

Allocation of NAV by company at 31 March 2022

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 2022

is broken down as follows:

The allocations of NAV as at 31 December 2021 and 31 March 2022 for the ordinary shares, 2016 realisation share and

2021 realisation shares do not include any amounts related to the potential settlement of VAT reclaims arising from a

historic investment in Praesepe plc which operates in the gaming industry (announced by the Company on 7 September

2021) due to the significant uncertainty of the amount and timing of any such settlement.

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.

Allocation of Net Asset Value

Le Chameau

Unlisted Luxury Goods 18.5% 0.34 Master Fund

AdvancedAdvTLimited ADVTLN Software 16.0% 0.29 MVIIILP

Marwyn Acquisition Company II Limited MAC2 LN Various 9.3% 0.17 MVI II LP

Marwyn Acquisition Company III Limited MAC3 LN Various 9.3% 0.17 MVI II LP

Marwyn Acquisition Company plc MACP LN Various 4.8% 0.09 MVI II LP

ZegonaCommunicationsplc ZEGLN TMT 0.5% 0.01 MVIIILP

MAC Alpha Limited MACA Various 0.5% 0.01 MVI II LP

Cash 47.0% 0.86 Various

Other assets / liabilities (5.9)% (0.11) Various

Net assets 100.0% 1.83

Le Chameau Unlisted Luxury Goods 19.1% 0.34 Master Fund

AdvancedAdvTLimited ADVTLN Software 15.4% 0.28 MVIIILP

Marwyn Acquisition Company II Limited MAC2 LN Various 9.6% 0.17 MVI II LP

Marwyn Acquisition Company III Limited MAC3 LN Various 9.6% 0.17 MVI II LP

Marwyn Acquisition Company plc MACP LN Various 5.0% 0.09 MVI II LP

ZegonaCommunicationsplc ZEGLN TMT 0.5% 0.01 MVIIILP

MAC Alpha Limited MACA Various 0.5% 0.01 MVI II LP

Cash 46.2% 0.83 Various

Other assets / liabilities (5.9)% (0.10) Various

Net assets 100.0% 1.80

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

The investment in Le Chameau is held though Silvercloud Holdings Limited

Cash is primarily held by the Master Fund

2016 REALISATION SHARES

Allocation of NAV by company at 31 December 2021

Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,

the Company’s total NAV attributable to 2016 realisation shareholders as at 31 December 2021 is broken down as

follows:

Allocation of NAV by company at 31 March 2022

Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,

the Company’s total NAV attributable to 2016 realisation shareholders as at 31 March 2022 is broken down as

follows:

Le Chameau Unlisted Luxury Goods 82.0% 2.34 Master Fund

ZegonaCommunicationsplc ZEGLN TMT 2.8% 0.08 MasterFund

Cash 34.2% 0.98 Various

Other assets / liabilities (19.0)% (0.54) Various

Net assets 100.0% 2.86

Le Chameau Unlisted Luxury Goods 82.8% 2.35 Master Fund

ZegonaCommunicationsplc ZEGLN TMT 2.5% 0.07 MasterFund

Cash 33.5% 0.95 Various

Other assets / liabilities (18.8)% (0.53) Various

Net assets 100.0% 2.84

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

WWW.MARWYNVALUE.COM

2021 REALISATION SHARES

Allocation of NAV by company at 31 December 2021

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 2021 is broken down as

follows:

Allocation of NAV by company at 31 March 2022

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 2022 is broken

down as follows:

Allocation of Net Asset Value

Le Chameau Unlisted Luxury Goods 18.5% 0.34 Master Fund

AdvancedAdvTLimited ADVTLN Software 16.0% 0.29 MasterFund

Marwyn Acquisition Company II Limited MAC2 LN Various 9.3% 0.17 Master Fund

Marwyn Acquisition Company III Limited MAC3 LN Various 9.3% 0.17 Master Fund

Marwyn Acquisition Company plc MACP LN Various 4.8% 0.09 Master Fund

ZegonaCommunicationsplc ZEGLN TMT 0.5% 0.01 MasterFund

Cash 47.3% 0.87 Various

Other assets / liabilities (5.9)% (0.11) Various

Net assets 100.0% 1.83

Le Chameau Unlisted Luxury Goods 18.8% 0.34 Master Fund

AdvancedAdvTLimited ADVTLN Software 15.2% 0.28 MasterFund

Marwyn Acquisition Company II Limited MAC2 LN Various 9.4% 0.17 Master Fund

Marwyn Acquisition Company III Limited MAC3 LN Various 9.4% 0.17 Master Fund

Marwyn Acquisition Company plc MACP LN Various 4.9% 0.09 Master Fund

ZegonaCommunicationsplc ZEGLN TMT 0.5% 0.01 MasterFund

Cash 47.2% 0.86 Various

Other assets / liabilities (5.4)% (0.10) Various

Net assets 100.0% 1.82

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

COMPANY TICKER FOCUS % OF NAV NAV/SHARE HELD BY

CONTRIBUTION (£)

WWW.MARWYNVALUE.COM

Report of the Directors

The Directors who served during the year

and to the date of this report were:

Robert Ware

CHAIRMAN

Martin Adams

SENIOR INDEPENDENT

DIRECTOR

The Directors submit their Annual Report and the audited financial

statements for the year ended 31 December 2021.

Victoria Webster

INDEPENDENT

NON-EXECUTIVE DIRECTOR

Peter Rioda

INDEPENDENT

NON-EXECUTIVE DIRECTOR

Robert Ware

(Non-Executive Chairman)

Committee membership:

Nomination Committee – Chairman

Date of appointment: 3 October 2006

Robert qualified as a member of the Institute of Chartered

Accountants in England and Wales with Peat Marwick. He

served as a Director of Development Securities PLC between

1988 and 1994, filling the roles of Joint Managing Director and

Finance Director in the latter stage of his tenure.

Robert served first as corporate development director and

then as deputy chief executive of MEPC between June 1997

and June 2003. MEPC was the fourth largest property company

quoted on the LSE until September 2000, when Leconport

Estates, a company jointly owned by clients of Hermes

Pensions Management Limited and GE Real Estate, took the

company private. During his tenure at MEPC, Robert and the

team realised over £6 billion of international properties and

invested over £2 billion, mainly in the UK. Prior to joining MEPC,

Robert served as a director of Development Securities plc

between 1988 and 1994.

Robert is currently chief executive officer of The Conygar

Investment Company PLC, an AIM quoted property investment

and development company formed in 2003 by Robert and

members of the ex-MEPC team.

The Nomination Committee’s considerations on Robert’s

tenure are included in the ‘Nomination Committee’ section of

the Report of the Directors.

Martin Adams

(Senior Independent Non-Executive Director)

Committee membership:

Audit Committee – Member

Nomination Committee – Member

Remuneration Committee – Chairman

Date of appointment: 8 May 2015

Martin has served for over 30 years in executive and non-

executive capacities, both as chairman and director of over

20 closed-end funds and fund-invested operating companies

listed on European stock exchanges; and on the boards of

fund management companies. His investment experience

encompasses private equity, property, infrastructure and

renewables assets, predominantly in Asia and Europe. Prior

to serving on the boards of listed funds, he founded Vietnam

Fund Management Company, raised and managed the first

institutional investment fund for Vietnam and has been

involved as a director, manager or sponsor of 11 investment

funds and managers in Vietnam.

Martin is currently the Chairman of Dolphin Capital Investors

Limited, Eastern European Property Fund Limited and a non-

executive director of National Investment and Infrastructure

Fund Limited in India, Metage Funds Limited and Vietnam

Phoenix Fund Limited. He started his career with the Lloyds

Bank group, where he was based in the UK, Hong Kong,

Portugal and the Netherlands.

In July 2020, Martin was appointed as the Senior Independent

Director.

Peter Rioda

(Independent Non-Executive Director)

Committee membership:

Audit Committee – Member

Nomination Committee – Member

Remuneration Committee – Member

Date of appointment: 9 July 2020

Peter is a qualified chartered accountant and independent

non-executive director with over 25 years of industry

experience who specialises in the establishment and

management of alternative investment funds. He successfully

established and developed Sanne Group’s fund administration

business between 2006 and 2016 exiting following its IPO in

2015. He has strong investment, risk management, governance

and compliance skills acquired through directorships on a wide

range of regulated and unregulated fund structures.

Peter is the independent non-executive chairman of Marwyn

General Partner II Limited (the general partner of MVI II L.P.).

Marwyn General Partner II Limited is not a Marwyn operating

company and is regulated by the Jersey Financial Services

Commission. It is a special purpose company whose role is

to act as a general partner to MVI II LP, the fund into which

the ordinary shares are ultimately invested. Peter’s role as an

independent director of Marwyn General Partner II Limited

provides him with insight on Marwyn’s investment process.

The Board considers that this provides increased oversight

and transparency into the investment structure and enhances

the role Peter plays on the Board, without impugning his

independence as a Director. As such, the Board has determined

him to be independent of Marwyn and any shareholders of the

Company.

Victoria Webster

(Independent Non-Executive Director)

Committee membership:

Audit Committee – Chairman

Nomination Committee – Member

Remuneration Committee – Member

Date of appointment: 9 July 2020

Victoria is a member of the Institute of Chartered

Accountants in England and Wales having qualified with

PriceWaterhouseCoopers. She has worked in Guernsey,

London and New York, specialising in the audit of alternative

investment funds. Victoria is the Managing Director of an

independent chartered accountancy practice, Cleland & Co.,

which specialises in owner-managed companies and regulated

entities across all sectors.

WWW.MARWYNVALUE.COM

Report of the Directors

Directors’ interests

The Directors’ interests in the ordinary shares of the

Company were as follows as at 31 December 2021 and

31 December 2020.

Ordinary shares Ordinary shares

2021 2020

Robert Ware 700,174 700,174

Martin Adams 40,000 40,000

Peter Rioda 10,000 Nil

Victoria Webster Nil Nil

There has been no change in the Directors’ holdings

between 31 December 2021 and the date of approval of

these financial statements.

The Directors’ interests in both the 2016 realisation

shares and 2021 realisation shares of the Company were

nil as at 31 December 2021 (2020: nil) and to the date of

the approval of these financial statements.

The Board has put in place measures to ensure that the

requirements of MAR are adhered to.

Results

The results attributable to the shareholders for the

year are shown in the Statement of Comprehensive

Income.

Share capital

As at 31 December 2021, the Company had 55,850,842

ordinary shares in issue (2020: 55,850,842), 933,070

2016 realisation shares in issue (2020: 3,684,055), and

360,482 2021 realisation shares (2020: nil).

Manager

For the period up to 31 March 2021, Marwyn Asset

Management Limited was the manager of the

Company, the Master Fund, MVI II LP, its stapled

co-investment vehicle, MVI II Co-Invest LP and MVI

II DCI I LP, a discretionary co-investment vehicle and

was advised by Marwyn Investment Management

LLP. Effective 1 April 2021, Marwyn Investment

Management LLP replaced MAML as the manager

on the same contractual terms as applied to MAML,

including as to fees, updated to account for regulatory

developments and the additional requirements placed

on a manager regulated by the FCA.

The Manager is responsible for the implementation of

the investment policy of the Company and has overall

responsibility for the management of the investments

of the Company. The Manager reports to the Board

at each quarterly Board meeting regarding the

performance of the Company’s investment portfolio,

which provides the Board with an opportunity

to review and discuss the implementation of the

investment policy of the Company. The Board reviewed

and evaluated the performance of the Manager during

the year to 31 December 2021 and having considered

the role that the Manager performs across the

Marwyn Funds, has determined that the Company’s

appointment of the Manager remains appropriate.

The management agreement governing the Company’s

appointment of the Manager allows for the investment

strategies that the Manager may employ to be in

any securities, instruments, obligations, guarantees,

derivative instrument or property of any nature in

which the relevant vehicle is empowered to invest and

as contemplated by its investment policy.

The Manager is entitled to a management fee,

payable by the Company in arrears, equal to 1/12th

of 2% per month of the NAV from the Company

where such investment is not in the Master Fund.

As the Company’s investments are all through the

Master Fund, the Company does not currently pay a

management fee to the Manager and will not do so

for as long as all investments are through the Master

Fund.

Directors’ remuneration

The emoluments of the individual

Directors for the year were as follows:

2020

45,000

60,986

40,000

20,436

16,789

200,000

2021

50,000

45,000

35,000

165,000

Robert Ware

Ronald Hobbs*

Martin Adams

Louisa Bonney**

Peter Rioda

Victoria Webster

*Ronald Hobbs’ remuneration includes £40,000 payment

in lieu of notice

**Payable to Axio Capital Solutions Limited

Directors’ fees are paid directly from the Master Fund.

The above fees do not include reimbursed out-of-

pocket expenditure.

The Manager receives a management fee from the

Master Fund, payable monthly in arrears, equal to

1/12th of 2% of the NAV before management fees

and incentive allocations in respect of Class F, Class

R(F)1, Class R(G)1 and Class R(F)2 interests of the

Master Fund into which the Company invests. From

30 November 2018, being 2 years after the creation of

the 2016 realisation pool, the management fee on the

2016 realisation share interests (being Classes R(F)1

and R(F)2) 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 realisation share interests.

The Manager may, at its discretion, pay from the

management fee to any person to which it has

delegated any of the functions it is permitted to

delegate. Aztec Financial Services (Jersey) Limited

as administrator to the Master Fund, calculates

the management fee payable to the Manager by

the Master Fund. The Manager is also entitled to

reimbursement of certain expenses incurred by it in

connection with its duties. The Company does not pay

any management fee or carried interest charge as a

result of its indirect investment in MVI II LP through

the Master Fund.

Incentive allocation

Incentive allocations are due from the Master Fund in

respect of interests in Class F, Class R(F)1, Class R(G)1

and Class R(F)2 into which the Company invests. These

incentive allocations are only payable on returns being

made to shareholders as disclosed in Part II, section 6

of the Company’s most recent prospectus published

on 19 October 2021. This prospectus is available on

the Company’s website.

The incentive allocations are deducted from the

Gross Asset Value of the Master Fund in deriving the

NAV. The NAV is used to calculate the value of the

Company’s holding in the Master Fund.

WWW.MARWYNVALUE.COM

Report of the Directors

MarwynLongTermIncentiveLP

Armstrong Investments Limited

Pula Investments Limited

Cenkos CI Limited

Barclays Funds Investments Limited

1607 Capital Partners LLC

Octopus Investments Limited

Premier Funds Managers Limited

Charles Stanley & Co

Crux Asset Management Limited

MarwynLongTermIncentiveLP

Armstrong Investments Limited

Pula Investments Limited

Cenkos CI Limited

1607 Capital Partners LLC

Barclays Funds Investments Limited

Octopus Investments Limited

Charles Stanley & Co

Premier Fund Managers Limited

Crux Asset Management Limited

9,238,481

7,540,000

4,500,000

3,511,337

3,409,090

3,387,453

2,740,000

2,636,740

2,594,008

2,324,000

9,238,481

7,540,000

4,500,000

3,690,016

3,433,153

3,409,090

2,740,000

2,592,452

2,586,740

2,454,000

16.27

13.28

7.92

6.18

6.00

5.97

4.83

4.64

4.57

4.09

16.27

13.28

7.92

6.50

6.05

6.00

4.83

4.57

4.56

4.27

Substantial shareholdings

At 31 December 2021 the Company was aware of the following interests in 3% or more of the

total voting rights of the Company.

At 31 March 2022 the Company was aware of the following interests in 3% or more of the

total voting rights of the Company.

NUMBER OF SHARES

PERCENTAGE OF

TOTAL VOTING RIGHTS

PERCENTAGE OF

TOTAL VOTING RIGHTS

Auditor

Baker Tilly Channel Islands Limited (“BTCI”) was

appointed by shareholder resolution at the first AGM

following their appointment.

BTCI has expressed its willingness to continue to act

as auditor to the Company and a resolution for its

re-appointment will be proposed at the forthcoming

AGM. Audit fees for the year ended 31 December 2021

for the Company total £20,840. No non-audit services

were provided by BTCI for the Company in the year.

The Audit Committee does not have any reason to

believe that BTCI did not conduct an effective audit.

Expenses

All Company-related expenses are paid by the Master

Fund and allocated to the relevant Master Fund class

interest as described in Note 3.8 to the financial

statements.

A summary of costs ultimately incurred by both the

ordinary shareholders and realisation shareholders is

included in the ‘Key Information Documents’, located

on the ‘Documents’ section of the Company’s website,

www.marwynvalue.com.

Annual General Meeting

The notice of the AGM will be forwarded to

shareholders under separate cover.

Corporate Governance

As a company registered in the Cayman Islands and

subject to the rules of the Specialist Fund Segment,

the Company is not required to comply with the

UK Corporate Governance Code published by the

Financial Reporting Council.

The directors, however, recognise the importance of

maintaining sound corporate governance that meet

the listing requirements and so seek to ensure that

the Company adopts a framework for corporate

governance, including policies and procedures which

reflect those principles of good corporate governance

that are appropriate to the Company’s size and

status as an investment company and are in line with

the best practices in relation to matters affecting

shareholders, communities, regulators and other

stakeholders of the Company.

The Company is a member of the AIC and the Board

has considered the principles and recommendations

of the AIC Code.

The AIC Code sets out a framework of best practice in

respect of the governance of investment companies.

It has been endorsed by the UK Financial Reporting

Council. The AIC Code is available on the AIC’s website

(www.theaic.co.uk).

The Board considers that reporting against the

principles and provisions of the AIC Code provides the

most relevant information to shareholders given that

the Company is an externally managed investment

company.

The Company has complied with the principles and

provisions of the AIC Code, except as set out in this

report.

Board Composition and Meetings

The Chairman, Robert Ware, is not considered to be

independent due to his tenure as Chairman and him

having interests in, and having other directorships

within, the Marwyn group. As detailed more fully

in the ‘Nomination Committee’ section later in the

Report of the Directors, the Nomination Committee

believes that Robert’s high level and range of business

knowledge, financial experience and integrity enables

him to provide clear and effective leadership and,

in conjunction with his fellow Directors, proper

stewardship of the Company. The Company’s

independent non-executive Directors are of the

view that Robert’s position as Chairman ensures the

smooth running of the business and a co-operative

and aligned relationship with the Manager.

Martin Adams, Peter Rioda and Victoria Webster

are considered to be independent in terms of their

respective directorships. Whilst Martin Adams and

Peter Rioda have a beneficial interest in the Company

as detailed in the ‘Directors’ Interests’ section of

this report, this is not considered to impugn on

their independence, and serves to further align the

interests of the Directors with those of shareholders.

In July 2020, Martin Adams was appointed as senior

independent director to provide a sounding board

for the Chairman and serve as an intermediary for

the other Directors and shareholders. He is also

responsible for leading the annual appraisal of the

Chairman’s performance.

WWW.MARWYNVALUE.COM

Report of the Directors

The Board has adopted a policy on tenure which

requires the Nomination Committee to annually

consider the appropriateness of the tenure of the

Chairman and each Director alongside the skills,

experience and knowledge the Directors bring to

the Board, as detailed in the Nomination Committee

section of this report. In line with the guidance

provided by the AIC Code, the Board recognises

that whilst the Company should benefit from a

regular infusion of new appointments to the Board

(demonstrated by the 2020 appointments of Peter

Rioda and Victoria Webster), investment companies

are more likely, compared to other companies,

to benefit from having at least one director with

considerably longer experience. This is the case with

Robert Ware, the Chairman, who has served on the

Board for more than nine years. The relevant criteria

when assessing the board composition include

continuity, self-examination and the ability to do

the job.

One-third, or the nearest number to one-third, of

the Directors shall retire and offer themselves for

re-appointment at each AGM in accordance with the

Articles, facilitating the Board’s stability and decision

making ability. All Directors are re-elected at the next

AGM following their appointment and thereafter retire

by rotation, subject also to the requirement that all

Directors are required to offer themselves for re-

election at least every three years.

The Board meets on a quarterly basis to consider,

among other things, the investment performance

and associated matters, such as marketing and

investor relations, risk and portfolio management,

the suitability of the investment policy, performance

of the share price as well as NAV performance and

any discount between the share price and the NAV,

the shareholder profile of the Company and the

performance and cost of service providers, to ensure

control is maintained over the Company’s affairs.

Regular ad hoc informal meetings are also held with

the Manager principally to review the performance

of the investments and material events affecting the

Company. The Company Secretary is responsible

for distribution of board papers in a timely manner

at least seven days prior to the Board or committee

meetings. The Board ensures that the information

received for the board or committee meetings are

of an appropriate quality to enable it to discharge its

responsibilities.

The Directors bring both significant funds and

professional expertise and commercial operating

experience, having managed businesses across a

wide range of industries and economic environments.

The Board consists of a majority of independent

non-executive Directors. The Chairman, in his role

of leading the Board, managing Board meetings, and

encouraging constructive challenge between Board

members is central to setting the tone from the

top. The Board meets frequently, both formally and

informally, and across all means of communication,

which fosters openness and honesty. This is mirrored

in the relationships the Board has developed with

the Company’s service providers. The Directors have

access to the advisers of the Company and where

deemed necessary to discharge their responsibilities

properly, may seek independent professional advice

at the Company’s expense.

The Board meets regularly with the Manager

throughout the year at each quarterly board meeting

and at any ad-hoc Board or informal meetings held

dependent on the investment activity of the funds

through which the Company directly or indirectly

invests. The Board provides constructive challenge

as well as honest and frank feedback on significant

portfolio activity, contributing independent

viewpoints and scrutiny to the investment process.

The Board also conveys shareholder feedback to the

Manager ensuring the interests of shareholders as a

whole are a primary consideration for all investment

decisions. The Board-level governance arrangements

and relationship with the Manager facilitate the

sustainability of the Company’s business model and

investment strategy.

The Board evaluates its performance through

completion of annual confidential questionnaires

with the results reported to the Nomination

Committee. The Board also considers the tenure and

independence of each Director, at least annually, via

discussions at the Nomination Committee meetings.

Culture

The Board is acutely aware that the Company’s culture

needs to clearly align with the Company’s purpose,

value, and strategy. The Company is small and, as at

the date of these financial statements, consists of four

Directors. The Company culture is therefore set by the

Board and demonstrated through Board interaction

and in turn the relationships the Board develops with

service providers and, in particular, the Manager.

Remuneration plays a role in impacting the Company’s

behaviour and culture. The Remuneration Committee

has reviewed the Company’s remuneration policy

and Director remuneration and are satisfied that

this is aligned with the Company’s culture, ensuring

that remuneration is at a level to attract individuals

of a calibre appropriate to the Company’s future

development, without compromising Director

independence.

Shareholder and Stakeholder Engagement

The Chairman regularly meets with representatives

of the Manager and is in regular communication with

his fellow Directors. In addition, the Board maintains

open and frequent communication with the Manager,

Administrator and Broker throughout the year so

that any ad hoc items for the Board’s consideration

are able to be considered in a timely manner by

all members of the Board. The Chair of the Audit

Committee has regular discussions with the auditor.

The Company welcomes the views of shareholders

and places great importance on communication with

its shareholders. The Chairman and the independent

Directors are always available for communication

with shareholders, with the Chairman and Senior

Independent Director regularly meeting with the

Company’s major shareholders and all shareholders

have the opportunity, and are encouraged, to attend

and vote at the AGMs of the Company, during which

the Board and the Manager will be available to

discuss issues affecting the Company. The Board is

regularly informed of shareholders’ views via updates

from the Manager and Broker as to meetings and

other communications they may have had with

shareholders.

Key Service Providers

The Board is responsible for reviewing all major

service providers of the Company annually which

includes the Manager. At the Board Meeting of the

Company in December 2021, the Board assessed and

reviewed the performance of all key service providers.

Following the changes to various key service providers

in 2020, the Board considers that the current

arrangements are appropriate for the Company

and the continued appointments of all key service

providers have been approved by the Board.

WWW.MARWYNVALUE.COM

Report of the Directors

Board Committees

The Company uses a number of committees to

manage its operations. Each committee has formal

written terms of reference, which clearly define their

responsibilities and are reviewed and reassessed

for their adequacy on an annual basis. The terms of

reference are available on the Company’s website.

Audit Committee

Effective 6 April 2021, the Audit Committee comprises

all the independent non-executive Directors and

meets at least twice a year. Prior to this date, Robert

Ware was also a member of the committee. As Robert

Ware is a chartered accountant and has significant

investment company experience, the Board values

his input and so he is ordinarily invited to attend

committee meetings as an observer. Victoria Webster,

a chartered accountant, is Chairman of the Audit

Committee. The Audit Committee provides a forum

through which the Company’s auditor has access to

and can report to the Board. Its functions relate to the

Company only and do not apply to the Master Fund,

MVI II LP or any other vehicle.

As part of an overall operational review, the

Company’s auditor was changed from PwC to BTCI in

2020. The Audit Committee has no reason to consider

the auditor to be non-independent and will continue

to review the relationship and assess independence.

The Audit Committee performs the following

functions:

• selection of the statutory auditor and making

recommendations relating to the appointment

of the statutory auditor to the Board;

• monitoring the financial reporting (including

cash and securities reconciliations) process and

submitting recommendations or proposals to

the Board in order to ensure the integrity of that

process;

• monitoring the statutory audit of the

Company’s annual financial statements and the

performance of the Company’s auditor, taking

into account any findings and conclusions by the

Financial Reporting Council under article 26 (6) of

Regulation 538/2014 (the “Audit Regulation”);

• reviewing and monitoring auditor independence

in accordance with paragraphs 2(3), 2(4), 3 to

8 and 10 to 12 of Schedule 1 to the Statutory

Auditors and Third Country Auditors Regulations

2016 (SI 2016/649) and article 6 of the Audit

Regulation, and in particular the appropriateness

of the provision of non-audit services to the

issuer in accordance with article 5 of the Audit

Regulation;

• informing the Board of the outcome of the

statutory audit and explaining how the statutory

audit contributed to the integrity of the financial

reporting process and what role the Audit

Committee played in that process; and

• keeping under review the adequacy and

effectiveness of the Company’s internal

financial controls and internal control and risk

management systems.

Attendance record:

The number of meetings which each Committee member is eligible to attend is shown below along with the

number of meetings held over the year or since the date of their appointment or prior to the date of their

resignation.

Director: Held Attended Held Attended Held Attended Held Attended Held Attended

Robert Ware 4 4 4 4 1 1 2 2 1 1

Martin Adams 4 4 4 4 3 3 2 2 2 2

Peter Rioda 4 4 4 4 3 3 2 2 2 2

Victoria Webster 4 4 4 4 3 3 2 2 2 2

Remuneration

Committee

Nomination

Committee

Audit

Committee

Quarterly Board

Meetings

Ad Hoc Board

Meetings

With effect from 6 April 2021, Robert Ware retired from both the Audit and Remuneration Committees. From this date, Robert has been invited to,

and attended, each Audit Committee and Remuneration Committee meeting as a non-member.

Director: Held Attended Held Attended Held Attended Held Attended Held Attended

Robert Ware 4 4 4 4 1 1 2 2 1 1

Martin Adams 4 4 4 4 3 3 2 2 2 2

Peter Rioda 4 4 4 4 3 3 2 2 2 2

Victoria Webster 4 4 4 4 3 3 2 2 2 2

During the year, the Audit Committee met three times,

the key matters discussed included the review and

consideration of:

• the Audit Committee’s terms of reference;

• the composition of the Audit Committee

including the retirement of Robert Ware from the

Audit Committee;

• the Company’s annual financial statements for

the year ended 31 December 2020 and interim

financial statements for the six-month period

ended 30 June 2021, including review of the RNS

announcements released in connection with

these accounts;

• the independence of the auditor and the

effectiveness of the audit;

• the Company’s policy and procedures, including

compliance arrangements in relation to anti-

bribery and corruption and whistleblowing;

• the Company’s cash flow and reconciliation to

bank statements;

• the need for an internal audit function;

• cash flow management and the payment control

system; and

• migration of the fund group custodian services.

The Audit Committee concluded that an internal audit

function is not required as all of the Company’s day-

to-day management and administrative functions are

outsourced to regulated third parties.

During the year, the Audit Committee’s terms of

reference were updated to reflect the change in

membership agreed to ensure the Committee was

composed of all independent non-executive directors.

Nomination Committee

The Nomination Committee comprises all the

Directors, resulting in a majority of the members of

the committee being independent non-executive

directors whilst retaining access to the knowledge and

experience of Robert Ware, who chairs the committee.

The committee meets at least twice a year. Members

of the Nomination Committee do not participate in

the review of their own position, and further, Robert

Ware will not chair a meeting of the Nomination

Committee when it is dealing with the matter of

succession to the chairmanship of the Board.

The function of the Nomination Committee is to

consider the appointment and re-appointment of

directors. When considering the appointment and

re-appointment of directors, the Nomination

Committee and the Board consider whether the Board

and its committees have a balance of skills, experience,

length of service, knowledge of the Company, its

diversity, how the Board works together and any other

factors relevant to the effectiveness of the Board

including if the director or candidate being reviewed

has sufficient time to devote to the Company to carry

out their duties effectively.

Formal induction training is provided to new Directors

on request. All new Directors meet with the Chairman,

the Senior Independent Director, members of the

Nomination Committee, the Manager and any other

relevant key advisers, prior to appointment in order to

discuss the Company, the Manager, the responsibilities

of a Director of the Company and investment company

industry matters.

Any new Directors will meet with the full Board at

the earliest opportunity following their appointment.

In addition, all Directors have full access to the

Administrator, Broker, Manager and legal counsel.

The Nomination Committee, on at least an annual

basis, considers the performance of the Board, along

with the tenure and independence of each director.

An evaluation of the performance of the Board and

the Chairman was carried out in 2021 with no major

issues identified, however the Nomination Committee

agreed to look into succession planning for the

Company going forward. Following the changes in

Board membership, as detailed in the Report of the

Chairman, the committee believes there is a suitable

combination of experience, knowledge, and skills to

operate as an effective Board. The significant level

of shareholder engagement from the Chairman, the

Senior Independent Director and the two Independent

Directors has ensured shareholders views have

been fully understood by the Board and appropriate

actions have been taken, including working alongside

the Manager to amend the implementation of the

Company’s Ordinary Share Distribution Policy and

further detailed disclosure in these accounts around

governance, strategy and director independence.

WWW.MARWYNVALUE.COM

Report of the Directors

The committee acknowledges that the Chairman,

Robert Ware, has been a Board member since 2006

and is not independent of the Manager but believe

that the skills and experience he brings to the Board

significantly outweigh any actual or potential conflicts

arising from his position. Robert has served as an

independent non-executive chairman of several listed

investment funds (and thus understands and respects

the role of the Company’s independent directors); he

has a long relationship with the Manager and their

key personnel; he has intimate knowledge of the

Company’s corporate history and long experience of

running operating businesses such as those held in

the portfolio. These rare skills and experience in the

context of the Company combine to provide Robert

the ability to bridge the views and suggestions of the

independent directors with those of the Manager.

In any situation where the Chairman is conflicted,

or could be perceived to be conflicted, he abstains

from comment and vote and, in any case, the

independent directors form a majority of the Board.

The independent directors are of the view that, given

the structure of the Company and its management

arrangements, the Chairman is important to ensuring

the smooth operation of the business and it is in the

best interests of the Company and its shareholders

that Robert remain as a director and Chairman.

The Nomination Committee considers that the three

other Board members are all independent of the

Company and the Manager, as detailed in the ‘Board

Composition and Meetings’ section earlier.

During the year the Nomination Committee met three

times, the key matters discussed included the review

and consideration of:

• the Nomination Committee’s terms of reference;

• the annual Board and Chairman evaluations; and

• the structure, size and composition of the Board

and its committees.

In March 2022, in accordance with the Company’s

Articles, the Nomination Committee recommended

that Robert Ware should be put forward for re-

election at the 2022 AGM.

During the year, the Nomination Committee’s terms

of reference were reviewed and it was deemed no

changes were required.

Remuneration Committee

Effective 6 April 2021, the Remuneration Committee

comprises all the independent non-executive Directors

and meets at least twice a year. Prior to this date,

Robert Ware was also a member of the committee

and as with the Audit Committee, the Board values

Robert Ware’s input so he is ordinarily invited to attend

committee meetings. Members of the Remuneration

Committee do not participate in the review of their own

remuneration.

The Company’s remuneration policy is to set

remuneration at a level to attract individuals of a calibre

appropriate to the Company’s future development.

The maximum aggregate remuneration of all of the

Directors is £200,000 in accordance with the Company’s

Articles.

During the year the Remuneration Committee met

twice to discuss the Remuneration Committee’s terms

of reference and duties, the remuneration policy and

the structure and level of remuneration of the Board.

Following review and consideration of the Company’s

remuneration policy, the Remuneration Committee

concluded that the current remuneration policy of the

Company is set at a level to attract, motivate, and retain

individuals of a calibre appropriate to the Company’s

future development and that the structure of the

Company’s remuneration remains appropriate for the

size and the activities of the Company.

During the year, the Remuneration Committee’s terms

of reference were updated to reflect the change in

membership agreed to ensure the Committee was

composed of all independent non-executive directors.

Management Engagement Committee

The Board considers that due to its size and structure

as a feeder fund, it would be unnecessarily burdensome

to establish a separate management engagement

committee. The review of the performance of, and

contractual arrangements with, the Manager is

undertaken by the Board. However only Directors

independent of the Manager are involved with this

review.

Authority of the Manager

The authority of the Manager is set out in writing

in the management agreement. Under the terms

of the management agreement the key duties of

the Manager are the negotiation of any investment,

consolidation disposal of an investment, in accordance

with the relevant investment policy. In performing

these services, the Manager is granted authority to:

• give instructions to administrators and sub-

administrators in relation to acquisitions and

disposals of investments;

• cause money to be retained in cash or placed in

deposit;

• negotiate contracts, agreements and other

undertakings as may be reasonable;

• instruct and appoint any advisors and specialists

which are believed necessary or advisable for

the purposes of implementing the investment

policy and/or managing the investments;

• use reasonable endeavours to obtain all

licences, permissions and consents necessary

to complete, maintain or dispose of any

investment;

• prepare all necessary documentation and where

necessary submit to the board for execution;

• borrow or raise monies as required;

• assist as necessary in the valuation of unlisted

investments;

• advise on availability and appropriate source of

funds to be utilised as distributions;

• carry out quarterly reviews of the investment

portfolio, or at any other time as directed by the

Company;

• prepare at least quarterly a report detailing

the activities and performance of the Manager

during the quarter; and

• monitor investment policy and propose changes

to the Board.

Any areas of decision making not under the authority

of the Manager remain the responsibility of the Board.

Statement of going concern

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.

The Board and the Manager regularly consider and

assess the forecast cash position of the Master Fund

(including a reasonably possible forecast of portfolio

company investment and divestment). The Directors

continue to believe that the Company, via the Master

Fund, has sufficient resources to meet all liabilities as

they fall due for the foreseeable future and continue

to adopt a going concern basis in preparing the

financial statements.

Internal control

The Board is responsible for establishing and

maintaining the Company’s system of internal control

and risk management and reviewing its effectiveness.

Internal control systems are designed to meet the

particular needs of the Company and the particular

risks to which it is exposed.

The procedures are designed to manage rather than

eliminate risk and by their nature can only provide

reasonable but not absolute assurance against

material misstatement or loss. The key procedures

which have been established to provide effective

internal controls are as follows:

The duties of managing the investments and

accounting are segregated:

• Aztec Financial Services (Jersey) Limited, a

company independent of the Manager and the

Board, provide administrative and accounting

services to Company, the Master Fund and MVI

II;

• custodian services are provided by an

independent party to the Master Fund and

are segregated from the administrative and

accounting services provided;

• the Board reviews financial information

produced by the Manager and Aztec as

appropriate on a regular basis; and

WWW.MARWYNVALUE.COM

Report of the Directors

• the Manager and Aztec are regulated entities

and are subject to an annual audit by an

independent auditor. This is confirmed to the

Board on an annual basis.

The Company does not have an internal audit function

as all of the Company’s management functions are

delegated to third parties and the Board therefore

considers that there is no need for the Company to

have an internal audit function.

The Audit Committee has reviewed the Company’s risk

management and control systems and believes that

the controls are satisfactory given the nature and size

of the Company.

Financial Risk Profile

The Company’s financial instruments comprise

investments, cash and various items such as payables

and receivables that arise directly from the Company’s

operations. The main purpose of these instruments is

the investment of shareholders’ funds. The main risks

are detailed in Note 13 to the financial statements and

in the Risk section.

Report of the Directors

Directors’ Responsibilities

The Directors are responsible for preparing the financial statements in accordance with applicable law and

International Financial Reporting Standards as adopted by the European Union (“IFRS”).

The Directors are required to prepare financial statements for each financial period which give a true and

fair view of the state of affairs of the Company and of the profit or loss of the Company for that period and to

confirm that the reports contained in these financial statements includes a fair review of the performance of

the business and the position of the Company.

In preparing these financial statements the Directors are required to:

• select suitable accounting policies and apply them consistently;

• make judgements and estimates which are reasonable and prudent;

• state whether applicable accounting standards have been followed, subject to any material departures

disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

Company will continue in business.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at

any time the financial position of the Company and enable them to ensure that the financial statements comply

with Cayman law. They are also responsible for safeguarding the assets of the Company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

Each of the Directors, whose names and functions are listed on page 32, confirms that, to the best of their

knowledge:

• these financial statements, which have been prepared in accordance with IFRS, give a true and fair view of

the assets, liabilities, financial position and loss of the Company; and

• the reports contained in these financial statements includes a fair review of the development and

performance of the business and the position of the Company, together with a description of the principal

risks and uncertainties that it faces.

On behalf of the Board

Robert Ware Victoria Webster

Chairman Director

28 April 2022 28 April 2022

WWW.MARWYNVALUE.COM

Report of the Independent Auditor

Independent auditor’s report

To the Members of Marwyn Value Investors Limited

Opinion

We have audited the financial statements of Marwyn Value Investors Limited (the Company), which

comprise the statement of financial position as at 31 December 2021, and the income statement,

statement of changes in equity and statement of cash flows for the year then ended, and notes to the

financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position

of the Company as at 31 December 2021, and of its financial performance and its cash flows for the

year then ended in accordance with International Financial Reporting Standards as adopted by the

European Union (IFRSs).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs). Our

responsibilities under those standards are further described in the Auditor’s Responsibilities for the

Audit of the Financial Statements section of our report. We are independent of the Company in

accordance with the ethical requirements that are relevant to our audit of the financial statements in

Jersey, 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current period. These matters were addressed in the

context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on these matters.

Key audit matter

How our audit addressed the

matter

Key observations communicated

to those charged with

governance

Valuation of Investments

The risk that the investments

are held at an inappropriate

Where an investment has been

recently purchased, we

reviewed the transaction

We have no issues to report

from our testing and the

value. This may occur as a

result of:

- Incorrect valuation

methodology being

applied to the underlying

investments or errors

when calculating fair

value; or

- Inappropriate allocation of

gains & losses and

expenditure within

underlying funds.

paperwork and relevant

disclosures in the financial

statements. Where it is being

held at cost, we reviewed the

underlying financial information

and discussed with the

Directors to ensure there have

been no events to suggest an

updated valuation is required.

For unlisted underlying

investments which had been

the subject of a valuation, we

obtained the valuation and

relevant back up information

and reviewed with reference to

the valuation methodology and

required accounting

disclosures. We followed IPEV

guidelines including review of

calibration meetings,

consistency, comparable

testing and back testing. For

listed investments we verified

the prices and level of

transactions through

comparison to reliable external

sources. We also tested the

income and expenditure

through underlying fund

reconciliations and bank

statements. We confirmed

underlying fund investments

and bank holdings through

independent confirmation

testing.

investments balance appears

reasonable.

Ownership of investments

The risk that the Company does

not hold the rights and

obligations in that investment.

Where the investment has been

purchased during the period

under review, we obtained the

evidence through testing the

transaction. For all investments

we carried out independent

confirmation procedures to

confirm that the ownership still

rests with the entity.

We have no issues to report

from our testing and the

investments balance appears

reasonable.

Our Application of Materiality

Materiality for the financial statements as a whole was set at £3 684 000 (PY: £976 000), determined

with reference to a benchmark of Net Assets, of which it represents 3.5% (PY: 1% as it was our first year

as auditor for the Company).

In line with our audit methodology, our procedures on individual account balances and disclosures were

performed to a lower threshold, termed performance materiality, so as to reduce to an acceptable level

WWW.MARWYNVALUE.COM

Report of the Independent Auditor

the risk that individually immaterial misstatements in individual account balances add up to a material

amount across the financial statements as a whole.

Performance materiality was set at 60% (PY: 70%) of materiality for the financial statements as a

whole, which equates to £2 211 000 (PY: £683 000). We applied this percentage in our determination of

performance materiality because we did not identify any factors indicating an elevated level of risk.

We reported to the Audit Committee any uncorrected omissions or misstatements exceeding £184 000

(PY: £49 000), in addition to those that warranted reporting on qualitative grounds.

Conclusions relating to Going Concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern

basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to

events or conditions that, individually or collectively, may cast significant doubt on the Company’s

ability to continue as a going concern for a period of at least twelve months from when the financial

statements are authorised for issue.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described

in the relevant sections of this report.

Other Information

The other information comprises the information included in the annual report other than the financial

statements and our auditor's report thereon. The Directors are responsible for the other information

contained within the annual report. Our opinion on the financial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our report, we do not express any

form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or

our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If

we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the financial statements themselves. If,

based on the work performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of the Directors

As explained more fully in the Directors’ responsibilities statement set out on page 45, 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 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.

The Directors are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

audit conducted in accordance with ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed

below:

• Enquiry of management to identify any instances of non-compliance with laws and regulations,

including actual, suspected or alleged fraud;

• Reading minutes of meetings of the Board of Directors;

• Reading compliance reports and key correspondence with regulatory authorities;

• Review of legal invoices;

• Review of management’s significant estimates and judgements for evidence of bias;

• Review for undisclosed related party transactions;

• The following additional audit procedures were performed to address the fraud risks

communicated in the audit plan:

o For investments recently purchased, reviewed the transaction paperwork and relevant

disclosures in the financial statements;

o For investments held at cost, reviewed the underlying financial information and held

discussions with management to ensure there have been no events to suggest an

updated valuation being required;

o For unlisted investments, obtained and reviewed the valuation and back-up information

with reference to the valuation methodology. This was performed with reference to IPEV

guidelines;

o For listed investments, verified the prices and level of transactions through comparison to

reliable external sources;

o Tested the income and expenditure through underlying fund reconciliations and bank

statements and confirmed the underlying investments and bank holdings through

independent confirmations. For investments held during the year, confirmed that

ownership still rests with the Company; and

o Obtained a breakdown of revenue and recalculated the year end valuation and accrued

interest.

• Using analytical procedures to identify any unusual or unexpected relationships; and

• Undertaking journal testing, including an analysis of manual journal entries to assess whether

there were large and/or unusual entries pointing to irregularities, including fraud.

A further description of the auditor’s responsibilities for the audit of the financial statements is located

at the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

Other Matters which we are Required to Address

We were appointed by Marwyn Value Investors Limited on 20 November 2020 to audit the financial

statements. Our total uninterrupted period of engagement is 2 years.

WWW.MARWYNVALUE.COM

Report of the Independent Auditor

No non-audit services prohibited by the FRC’s Ethical Standard were provided to the Company and we

remain independent of the Company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee in accordance with

ISAs.

Use of this Report

This report is made solely to the Members of the Company, as a body, as required by the Company’s

governing documents agreement dated 19 November 2013, in accordance with our engagement letter

and for no other purpose. 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.

Chartered Accountants

St Helier, Jersey

Date: 28 April 2022

WWW.MARWYNVALUE.COM

Income Statement

INCOME  Revenue Capital Total Revenue Capital Total

Finance income 60 - 60 242 - 242

Distribution income 5,060,086 - 5,060,086 - - -

Netgain/(loss)onfinancial

assets measured at fair value

throughprofitorloss 6 - 14,032,026 14,032,026 - (1,199,172) (1,199,172)

TOTAL NET INCOME / (LOSS) 5,060,146 14,032,026 19,092,172 242 (1,199,172) (1,198,930)

EXPENSES

Finance cost and bank charges 60 - 60 242 - 242

TOTAL OPERATING EXPENSES 60 - 60 242 - 242

(LOSS) / PROFIT FOR THE YEAR 5,060,086 14,032,026 19,092,112 - (1,199,172) (1,199,172)

TOTAL COMPREHENSIVE

(EXPENSE) / INCOME 5,060,086 14,032,026 19,092,112 - (1,199,172) (1,199,172)

RETURNS PER SHARE

Attributable to holders

of ordinary shares 5,060,086 11,488,702 16,548,788 - (1,257,962) (1,257,962)

Weighted average ordinary

shares in issue for the year

ended 31 December 11 55,819,238 55,819,238 55,819,238 - 59,329,997 59,329,997

Return per ordinary share

- basic and diluted 9.07p 20.58p 29.65p - (2.12)p (2.12)p

Attributable to holders of

2016 realisation shares - 2,521,902 2,521,902 - 58,791 58,791

Weighted average realisation

shares in issue for the

year ended 31 December 11 - 3,254,449 3,254,449 - 4,090,991 4,090,991

Return per 2016 realisation share

- basic and diluted - 77.49p 77.49p - 1.44p 1.44p

Attributable to holders of 2021

Realisation shares - 21,422 21,422 - - -

Weighted average 2021

realisation shares in issue

for the year ended 31

December 11 - 31,604 31,604 - - -

Return per 2021 realisation share –

basic and diluted - 67.78p 67.78p - - -

For the year ended 31 December 2021

Notes Year ended 31 December 2021 Year ended 31 December 2020

£ £

Notes 1 to 19 on pages 56 to 73 form an integral part of these financial statements.

Statement of Financial Position

NON CURRENT ASSETS

Financialassetsmeasuredatfairvaluethroughprofitorloss 6 105,268,601 97,597,788

CURRENT ASSETS

Cash and cash equivalents 9 128,554 128,614

TOTAL ASSETS 105,397,155 97.726,402

CURRENT LIABILITIES

Loan payable 8 (125,000) (125,000)

Accruals (3,554) (3,614)

TOTAL LIABILITIES (128,554) (128,614)

NET ASSETS ATTRIBUTABLE TO EQUITY HOLDERS 105,268,601 97,597,788

CAPITAL AND RESERVES ATTRIBUTABLE

TO EQUITY HOLDERS OF THE COMPANY

Share capital 11 88 91

Share premium 11 61,455,770 64,436,254

Special distributable reserve 12 26,346,979 26,346,979

Exchange reserve 12 54,386 54,386

Capital reserve 12 3,159,948 (4,976,238)

Revenue reserve 12 14,251,430 11,736,316

TOTAL EQUITY 105,268,601 97,597,788

Net assets attributable to ordinary shares 101,937,692 91,089,862

Ordinary shares in issue at 31 December 55,490,360 55,850,842

Net assets per ordinary share 183.70p 163.09p

Net assets attributable to 2016 realisation shares 2,668,615 6,507,926

2016 realisation shares in issue at 31 December 933,070 3,684,055

Net assets per 2016 realisation share 286.00p 176.65p

Net assets attributable to 2021 realisation shares 662,294

2021 realisation shares in issue at 31 December 360,482

Net assets per 2021 realisation share 183.72p

Notes 31 December 2021 31 December 2020

£ £

As at 31 December 2021

The financial statements on pages 52 to 73 were approved by the Board of Directors and authorised for issue

on 28 April 2022. They were signed on its behalf by:

Robert Ware Victoria Webster

Notes 1 to 19 on pages pages 56 to 73 form an integral part of these financial statements.

WWW.MARWYNVALUE.COM

Statement of Cash Flows

Cash flows from operating activities

Gain / (loss) for the year 14,032,026 (1,199,172)

(Gain)/lossonfinancialassetsheldatfairvalue

throughprofitorloss  (14,032,026) 1,199,172

Redemption of Class R(F) and Class R(G) interests in the Master Fund 6,361,213 836,738

Distributions received on Class F interests in the Master Fund 6 5,060,086 -

(Decrease) / increase in accruals (60) 242

Net cash inflow from operating activities 11,241,239 836,980

Cash flows used in financing activities

Cash paid to 2016 realisation shareholders on

redemption of 2016 realisation shares (6,361,213) (836,738)

Dividends paid to ordinary shareholders 11 (5,060,086) -

Netcashoutflowusedinfinancingactivities  (11,421,299) (836,738)

Net (decrease) / increase in cash and cash equivalents (60) 242

Cash and cash equivalents at the beginning of the year 128,614 128,372

Cash and cash equivalents at the end of the year 128,554 128,614

31 December 31 December

2021 2020

Notes £ £

For the year ended 31 December 2021

Notes 1 to 19 on pages 56 to 73 form an integral part of these financial statements

Statement of Changes in Equity

For the year ended 31 December 2021

Special

Share Shared distributable Exchange Capital Revenue

 Notes capital premium reserve reserve reserve reserve Total

£ £ £ £ £ £ £

Opening balance 91 64,436,254 26,346,979 54,386 (4,976,238) 11,736,316 97,597,788

Dividends paid to ordinary shareholders - - - - - (5,060,086) (5,060,086)

Redemption of 2016 realisation shares 11 (3) (2,980,484) - - (3,380,726) - (6,361,213)

Transferofrealisedlossesandexchange

to revenue reserve - - - - (2,515,114) 2,515,114 -

Totalcomprehensiveincomefortheyear  - - - - 14,032,026 5,060,086 19,092,112

Closing balance 88 61,455,770 26,346,979 54,386 3,159,948 14,251,430 105,268,601

For the year ended 31 December 2020

Special Special

Share Shared distributable Exchange Capital Revenue

 Notes capital premium reserve reserve reserve reserve Total

£ £ £ £ £ £ £

Opening balance 91 70,449,867 26,346,979 54,386 851,513 7,305,466 105,008,302

Totalcomprehensiveexpensefortheyear  - - - - (1,199,172) - (1,199,172)

Redemption of 2016 realisation shares 11 - (545,148) - - (291.590) - (836,738)

Ordinary share re-purchases and exchange 11 - (5,468,467) - 93,863 - - (5,374,604)

Transferofrealisedlossesandexchange

to revenue reserve - - - (93,863) (4,336,987) 4,430,850 -

Closing balance 91 64,436,252 26,346,979 54,386 (4,976,236) 11,736,316 97,597,788

Notes1to19onpages56to73formanintegralpartofthesefinancialstatements.

WWW.MARWYNVALUE.COM

Notes to the Financial Statements

1. General information

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. 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, Ugland 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 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 2021 have had no impact on the Company’s financial position or results:

Revised conceptual framework and amendments Effective Date

Amendments to IFRS 9, IAS 39 and IFRS 7, IFRS 4 and IFRS 16 1 January 2021

Annual improvements to IFRS Standards 2018- 2020 (May 2020) 1 January 2021

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 2021 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 Effective Date

Amendments to IFRS 3 – Reference to the Conceptual Framework 1 January 2022

Amendments to IAS 16 – Property, Plant and Equipment – Proceeds before intended use 1 January 2022

Amendments to IAS 37 – Provisions, Contingent Liabilities and Contingent Assets 1 January 2022

Amendments to IFRS 16 – Leases: Covid-19 Related Rent Concessions 1 April 2022

IFRS 17 – Insurance Contracts 1 January 2023

Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimated and Errors 1 January 2023

Amendments to IAS 1 – Presentation of Financial Statements 1 January 2023

Amendments to IFRS 17 – Insurance Contracts 1 January 2023

Amendments to IAS 12 – Income Taxes 1 January 2023

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.

The Board and the Manager are continually assessing the economic and wider implications of the COVID-19 pandemic,

and whilst the long-term impact is uncertain, 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

the foreseeable future 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 SORP issued in October 2019 by the AIC seeks

to best reflect the activities of an investment company. Where the SORP contains recommendations applicable

to the Company and involving material balances, its recommendations have been incorporated in these financial

statements.

3.3 Foreign currency translation

a) Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of the primary economic

environment in which the entity operates (the functional currency). In arriving at the functional currency the

Directors have considered the currency in which the original capital was raised, any distributions that may be made

and ultimately the currency that the capital would be returned in on a break up basis.

The Directors have also considered the currency to which the underlying investments are exposed. The Directors

are of the opinion that Sterling best represents the functional currency and therefore the financial statements are

presented in Sterling.

(b) Transactions and balances

Foreign currency transactions are translated into Sterling using the exchange rates prevailing at the dates of the

transactions. Foreign currency assets and liabilities are translated using the exchange rate prevailing at the

Statement of Financial Position date. Foreign exchange gains and losses arising from translation are included in

the Income Statement. Non-monetary assets and liabilities that are measured at historic cost in a foreign currency

are not retranslated.

3.4 Financial assets measured at fair value through profit or loss

Classification

The Company’s investment in the Master Fund was designated by the Board at fair value through profit or loss

at inception as it is not held for trading but is managed, and its performance evaluated, on a fair value basis, in

accordance with the Company’s documented investment strategy.

The Company’s business model was re-assessed on adoption of IFRS 9 – Financial Instruments – on 1 January 2018.

As the investment in the Master Fund is not held for trading and the Company did not irrevocably elect, at transition,

to classify the investment as a financial asset measured at fair value through other comprehensive income, the

investment continues to be held as a financial asset measured at fair value through profit or loss under IFRS 9.

Changes in the fair value of investments measured at fair value through profit or loss are recognised in the Capital

column of the Income Statement. On disposal, realised gains and losses are also recognised in the Capital column

of the Income Statement and are transferred from the capital reserve to the revenue reserve in the Statement of

Changes in Equity.

Recognition, derecognition and measurement

The Company recognises unquoted investments measured at fair value through profit or loss on the date it commits

to purchase the instrument. Derecognition of an investment occurs when the rights to receive cash flows from

the investment expires or is transferred and substantially all of the risks and rewards of ownership have been

transferred.

The amount that may be realised from the disposal of an investment in the Master Fund may differ from the values

reflected in the financial statements.

Fair value estimation

The Master Fund is unquoted and accordingly the fair value of the investment is determined based primarily on the

NAV information provided by the administrator of the Master Fund. The NAV of the Master Fund is determined by the

administrator of the Master Fund by deducting the fair value of the liabilities of the Master Fund from the fair value of

the Master Fund’s assets.

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.

WWW.MARWYNVALUE.COM

Notes to the Financial Statements

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. A summary of costs ultimately incurred by both the ordinary shareholders and realisation

shareholders is included in the ‘Key Information Documents’, located in the ‘Documents’ section of the Company’s

website, www.marwynvalue.com.

3.9 Costs directly attributable to the issue of equity

Share issue costs are placing expenses directly relating to the issue of the Company’s shares. These expenses include

fees payable under share placement agreements, printing, advertising and distribution costs and legal fees and any

other applicable expenses. All such costs are charged to equity and deducted from the proceeds received.

3.10 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.

3.11 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 trade

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 Directors on the basis of the NAV of

the Master Fund as determined by the Administrator at the year-end date. In turn, the NAV of the Master Fund is

primarily determined by the fair value of its underlying investments which, as described in Note 6, comprise fair value

hierarchy level 1, level 2 and level 3 investments. Due to their unobservable nature, level 3 investments are inherently

subject to a higher degree of judgement and uncertainty.

The fair value of the investment held by the Master Fund in MVI II LP (also being a fund), is determined by the MVI II LP

administrator and is also primarily based on the fair value of its underlying investments, which comprise level 1, level 2

and level 3 fair value hierarchy equities. Please refer to Note 6 for further details of the valuation methodologies applied.

5. Taxation

The Company is exempt from all forms of taxation in the Cayman Islands, including income and capital gains. However,

dividend income and certain other interest from other countries are subject to withholding taxes at various rates. The

Company recognises interest and penalties, if any, related to unrecognised tax benefits as income tax expense in the

Statement of Comprehensive Income. During the years ended 31 December 2021 and 31 December 2020, the Master

Fund did not incur any interest or penalties. The Company identifies its main tax jurisdiction as Jersey. The Board has

considered the Company’s tax positions, and has concluded that no liability for unrecognised tax liabilities should be

recorded relating to uncertain tax positions for open tax years and the positions for tax year ended 31 December 2021.

The Directors intend to manage the affairs of the Company in such a way that it is not resident in the United Kingdom

for United Kingdom tax purposes. In these circumstances, the Company will not be subject to United Kingdom tax on its

profits and gains (other than withholding tax on any interest or certain other income which has a United Kingdom source).

The Company recognises the tax benefits of uncertain tax positions only where the position is ‘more likely than not’

to be sustained assuming examination by tax authorities. As at 31 December 2021, there are no such tax benefits

recognised (31 December 2020: none).

6. Financial assets measured at fair value through profit or loss

As at 31 December 2021, 100% (2020: 100%) of the financial assets measured at fair value through profit or loss relate to

the Company’s investment in the Master Fund. The fair value of the investment in the Master Fund is based on the latest

available NAV reported by the administrator of the Master Fund. The limited partnership interests in the Master Fund

are not publicly traded.

As a result, the carrying value of the Master Fund may not be indicative of the value ultimately realised on redemption.

In addition, the Company may be materially affected by the actions of other investors who have invested in the Portfolio

Companies in which the Master Fund has directly or indirectly invested.

2021 2020

£ £

Master Fund

Opening cost 89,036,108 90,910,464

Redemption of Class F and Class G interests - (20,281,984)

Redemption of Class R(F) and Class R(G) interests (3,846,099) (703,474)

Contribution in specie - 19,111,102

Closing cost 85,190,009 89,036,108

Unrealised gain brought forward 8,561,680 14,097,838

Movement in unrealised gain 11,516,912 (5,536,158)

Unrealised gain carried forward 20,078,592 8,561,680

At fair value in accordance with IFRS 13 105,268,601 97,597,788

Class F interests 101,937,692 91,089,862

Total attributable to ordinary shareholders 101,937,692 91,089,862

Class R(F)1 interests 2,035,681 5,083,231

Class R(G)1 interests 632,934 1,424,695

Total attributable to 2016 realisation shareholders 2,668,615 6,507,926

Class R(G)2 interests 662,294 -

Total attributable to 2021 realisation shareholders 662,294 -

At fair value in accordance with IFRS 13 105,268,601 97,597,788

Realised gain on redemption of Class R(F) and Class R(G) interests 2,515,114 133,264

Realised gain/(loss) on redemption of Class F and Class G interests - 4,203,723

Total net realised loss on redemptions 2,515,114 4,336,987

Net realised gain / (loss) 11,516,912 (5,536,159)

Net loss recognised in the Statement of Comprehensive Income 14,032,026 (1,199,172)

Net Asset Value – investment movements

Notes to the Financial Statements

The net gain or loss recognised on financial assets measured at fair value through profit or loss reported in the

Income Statement consists of the movement in the unrealised gain or loss and the net realised gains or losses on

redemptions. Realised gains or losses are subsequently transferred from the capital reserve to the revenue reserve.

Following the redesignation of Class G interests as Class F interests on 27 May 2020, the Company now holds 100% of

the Class F interests which represents 94.17% (31 December 2020: 91.00%) of the NAV of the Master Fund.

The Company holds 100% (2020: 100%) of the Class R(F)1 interests which represent 1.88% (2020: 5.08%) of the NAV of

the Master Fund, 100% (2020: 100%) of the Class R(G)1 interests which represent 0.58% (2020: 1.42%) of the Master

Fund and 100% (2020: n/a) of the Class R(F)2 interests which represent 0.61% (2020: n/a) of the Master Fund.

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 investments in the Master Fund and in MVI II LP (which

is held by the Master Fund at NAV), the Company’s valuation of investments is classified as level 3 (2020: level 3). The

Portfolio Company investments are categorised as level 1 fair value measurement if they are quoted in active markets

(Zegona, AdvancedAdvT) or as level 3 if they are unquoted investments (Silvercloud).

For Portfolio Company investments which are quoted, but where trading in the stock does not constitute an ‘active

market,’ under IFRS alternative valuation techniques are applied. MAC plc, MAC II and MAC III are all valued by

reference to unobservable inputs, and are therefore classified as level 3. These level 3 categorised investments are

valued in accordance with IPEV Guidelines.

7. Accelerated bookbuild

On 27 May 2020, the Company announced the completion of an accelerated bookbuild whereby Liberum, the

Company’s broker, on behalf of MLTI, invited eligible shareholders to tender the Company’s ordinary shares for

purchase by MLTI on the terms and subject to the conditions set out in the Company’s announcement on 22 May

2020.

The purpose of the accelerated bookbuild was to:

• return capital to eligible shareholders seeking to realise, in whole or in part, their investment in the Company;

• enhance the alignment of interests between Marwyn and ordinary shareholders by increasing the Marwyn

principals’ beneficial shareholdings of ordinary shares in the Company;

• narrow the discount to the prevailing NAV per ordinary share at which the ordinary shares are trading in the

secondary market;

• reduce, in part, the perceived excess supply of ordinary shares; and

• reset Marwyn’s future carried interest entitlement, including introducing a new 7.5% preferred return which is

discussed in more detail below.

The accelerated bookbuild was funded through the sale of the accrued incentive allocations in respect of Class F and

Class G interests in the Master Fund (the Ordinary Share Carried Interest Entitlement) to the Company. This had the

effect of crystallising the Ordinary Share Carried Interest Entitlement as at the close of business on 21 May 2020 and

accelerated its payment (to the extent amounts were then payable).

The consideration paid by the Company for the acquisition of these incentive allocations was £19,111,102, being the

value of the accrued but unpaid Ordinary Share Carried Interest Entitlement as at 21 May 2020. Of the Ordinary

Share Carried Interest Entitlement, £6,027,458 was already beneficially owned by the Master Fund through its

ownership of Marwyn RP Limited (the entity which was set up to acquire the incentive allocation owed to former

partners and employees of Marwyn). Consequently, of the total consideration, a net amount of £13,083,644, was

paid. This amount, net of tax and other costs, was used to satisfy the accelerated bookbuild with the amount

remaining of approximately £1.6 million being used alongside the quarterly distribution amount for ongoing buy

backs under the Company’s Ordinary Share Distribution Policy. Marwyn RP Limited was liquidated in 2020.

The following table presents the movement in the Company’s investments classified as Level 3 instruments:

WWW.MARWYNVALUE.COM

Opening balance 97,597,788 105,008,302

Profit/(loss)includedinStatementofComprehensiveIncome  14,032,026 (1,199,172)

Disposal of Class F and G interests - (5,374,604)

Disposal of Class R(F) and Class R(G) interests (6,361,213) (836,738)

Closing balance 105,268,601 97,597,788

31 December 31 December

2021 2020

£ £

The following table summarises the valuation methodology used for the Company’s investments characterised as

Level 3:

Year end Security Fair Value £ Valuation methodology Unobservable inputs Ranges

At 31 Dec 2021 Master Fund 105,268,601 NAV Zero % discount N/A

At 31 Dec 2020 Master Fund 97,597,788 NAV Zero % discount N/A

Notes to the Financial Statements

Redemption and issue of interests in the Master Fund

The consideration for the purchase of the Ordinary Share Carried Interest Entitlement by the Company was funded

by a partial redemption of interests in the Master Fund held by the Company in an amount equal to the consideration

paid.

Following completion of the sale and purchase of the Ordinary Share Carried Interest Entitlement, the Company

contributed the Ordinary Share Carried Interest Entitlement to the Master Fund in consideration for the issue of

interests in the Master Fund in an amount equal to the consideration paid. Subsequent to this contribution, the

Master Fund owned the Ordinary Share Carried Interest Entitlement and therefore the liability of the Master Fund in

respect of the Ordinary Share Carried Interest Entitlement was extinguished.

Alongside this, the Class F interests and Class G interests were merged to simplify the interests into which the

Company remains invested in. As a result, the Company’s ordinary shareholders are now invested solely in Class F

interests in the Master Fund and the Company’s realisation shareholders are now invested in Class R(F)1 and R(G)1

interests in the Master Fund.

Future carried interest entitlement

As discussed above, as part of the accelerated bookbuild, the future carried interest entitlement which would

otherwise have accrued after 21 May 2020 (the Future Carried Interest Entitlement) was reset with a reference

amount of £90,289,249, being the Company’s estimated ordinary share NAV as at close of business on 21 May 2020.

After returns have been made to ordinary shareholders totalling the reference amount, returns will be divided

80/20 between ordinary shareholders and carried interest partners, subject to ordinary shareholders receiving a

preferred return of 7.5%. This better aligns the interests of shareholders with Marwyn as following this reset, carried

interest will now only be paid when shareholders have received the new reference amount and preferred return,

incentivising the Manager over the existing assets (both the Portfolio Companies and the use of the available cash) to

deliver returns to shareholders. Full details of the Future Carried Interest Entitlement are included in the Company’s

announcement on 22 May 2020.

8. Loan payable

The Master Fund has made a loan to the Company of £125,000 (2020: £125,000) for which the Company pays interest

received on the corresponding cash amount held. The loan will be repaid by set-off on the date that the Company’s

interests in the Master Fund are redeemed. As a cash balance is held to the value of the loan payable and all interest

earned on the cash balance is added to accruals, the effect of discounting is not material to the cash flows or balance

sheet position.

9. Cash and cash equivalents

For the purposes of the Statement of Cash Flows, cash and cash equivalents comprise balances with original maturity

of less than 3 months, which total £128,554 as at 31 December 2021 (2020: £128,614).

10. Distributions

Distributions in 2021:

Ordinary shares

Following discussions with the Company’s shareholders relating to the Company’s implementation of the Ordinary

Share Distribution Policy, the share buy-back programme that had been in place since 2018 was suspended and

effective from the start of 2021, the Company reverted to the payment of dividends. Pursuant to this, quarterly

interim dividends of 2.265p per ordinary share were paid in February, May, August and November 2021. The quarterly

dividends have continued in 2022, with a further payment of 2.265p per ordinary share paid in February 2022.

Realisation shares

In October 2021, the Company announced that funds attributable to realisation shareholders received from the

completion of Zegona’s tender offer, along with cash held by the Master Fund attributable to realisation shareholders

not required to be held for reasonable working capital purposes would be returned to realisation shareholders by

way of a redemption of realisation shares.

Following a redemption of the Company’s interests in Class R(F) and Class R(G) of the Master Fund to the value of

£6.4 million, the distribution to realisation shareholders was effected by way of a redemption of 2,750,985 realisation

shares which were subsequently cancelled.

As the Class R(F) reference amount, preferred return and preferred return catch-up (as described in Note 14(a)) have

been fully returned, an incentive allocation payment in respect of Class R(F) of £1,225,609 was paid alongside the

redemption of the realisation shares.

Distributions in 2020:

Ordinary shares

The Company commenced its Buyback Programme in October 2018 as a mechanism to satisfy the Minimum Annual

Distribution of the Company’s Ordinary Share Distribution Policy. Liberum Capital Limited, in its capacity as corporate

broker to the Company, manages the programme and is authorised to effect on-market purchases of ordinary shares

on behalf of the Master Fund. Under the Buyback Programme, during 2020, the Master Fund purchased 5,052,845

ordinary shares in the Company for a total of £5,374,604. These ordinary shares were all converted into exchange

shares under the Company’s Exchange Procedure (as defined and described in the Company’s prospectus dated 19

October 2021) and the corresponding limited partnership interests cancelled. The Company’s exchange shares are

held by the exchange administrator.

Realisation shares

In October 2020, the Company announced that funds attributable to realisation shareholders received from the initial

distribution from the liquidation of Safe Harbour Holdings plc, along with cash held by the Master Fund attributable

to realisation shareholders not required to be held for reasonable working capital purposes, would be returned to

realisation shareholders by way of a redemption of realisation shares.

Following a redemption of the Company’s interests in Class R(F) and Class R(G) of the Master Fund to the value of

£0.84 million, the distribution to realisation shareholders was effected by way of a redemption of 503,171 realisation

shares which were subsequently cancelled. As required by IAS 32 – Financials Instruments: Presentation, this has

been recognised in equity.

As the Class R(F) reference amount, preferred return and preferred return catch-up (as described in Note 14(a))

have been fully returned, an incentive allocation payment in respect of Class R(F) of £163,888 was paid alongside the

redemption of the realisation shares.

11. Share Capital

As at 31 December 2021 and 31 December 2020 the authorised share capital was as follows:

The ordinary share capital of the Company of a par value of 0.0001p may be issued or redesignated in classes, and

includes realisation shares.

Ordinary shares of 0.0001p each 10,892,258,506,473

Exchange shares of 0.0001p each 10,892,176,350,000

Deferred shares of 9.9999p each 82,156,473

 Ordinary* Exchange Total Ordinary* Exchange Total

As at 1 January 59,534,897 30,970,984 90,505,881 65,090,913 25,918,139 91,009,052

Redemption (2,750,985) - (2,750,985) (503,171) - (503,171)

Exchange - - - (5,052,845) 5,052,845 -

As at 31 December 56,783,912 30,970,984 87,751,896 59,534,897 30,970,984 90,505,881

Share capital (£) 57 31 88 60 31 91

Shares in issue

2021 2020

WWW.MARWYNVALUE.COM

Notes to the Financial Statements

The weighted average number of shares in issue for the year ended 31 December:

2021 2020

Ordinary 55,819,238 59,329,997

2016 Realisation 3,254,449 4,090,991

2021 Realisation 31,604 -

(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.

In January 2021, the Company announced that following feedback from the Company’s significant shareholders on

the implementation of this policy, the Board has determined that from the start of 2021, the most suitable method to

satisfy the minimum distribution is through the payment of dividends. Interim dividends of 2.265p per ordinary share

were paid in February, May, August and November 2021, with further quarterly interim dividends of the same amount

continuing in 2022.

Ordinary share* 2021 2020

As at 1 January 64,436,254 70,449,867

Redemption and exchange (2,980,484) (6,013,613)

As at 31 December 61,455,770 64,436,254

Share premium

*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.

2021 2020

Ordinary 55,819,238 59,329,997

2016 Realisation 3,254,449 4,090,991

2021 Realisation 31,604 -

Throughout 2020, the Minimum Annual Distribution was satisfied through share repurchases, as described in Note 10.

The Ordinary Share Distribution Policy (described in sections (iv) and (v) above) does not apply to the 2016 realisation

shares or the 2021 realisation shares.

In October 2016 and October 2021, the Company offered its shareholders the opportunity to redesignate some or all

of their ordinary shares of 0.0001p each in the capital of the Company as 2016 realisation shares and 2021 realisation

shares respectively of the same par value. The realisation shares rank equally and otherwise carry the same rights

as the ordinary shares, save that (i) the investment policy differs to that of the ordinary shares, the realisation pool is

only permitted to invest cash in follow-on investments in the Portfolio Companies within three years of creation of the

realisation pool and cash generated on the sale of an investment in the realisation pool may not be re-invested, (ii) the

distribution policy for the ordinary shares will not apply and (iii) the realisation shares entitle their holders to returns

only in respect of realisations made on investments attributable to the realisation pool.

Realisation opportunities will be offered every five years, with the next scheduled for November 2026.

(d) Rights as to capital

There are no exit penalties for those ordinary shareholders electing to re-designate all or some of their investment

into realisation shares or on a return of capital attributable to the realisation shares. Whilst the 2016 realisation shares

and 2021 realisation shares currently in issue are listed on the Specialist Fund Segment, listing of any future series of

realisation shares from future offers will be subject to the receipt of all required consents and approvals, including the

approval of the FCA of a prospectus in relation to their admission to trading.

The surplus capital and assets of the Company will, on a winding-up or on a return of capital (otherwise than on a

purchase by the Company of any of its shares) be paid to the holders of ordinary shares, 2016 realisation shares and

2021 realisation shares pro rata to their holding of such shares out of the proceeds of the corresponding class of

interests in the Master Fund.

12. Reserves

Special distributable reserve

A special distributable reserve was created when the Company cancelled all of its share premium account in existence

as at 26 January 2007, transferring it to a distributable reserve to allow, among other things, the buy-back and

cancellation of the ordinary shares subject to shareholder approval at a subsequent AGM.

Exchange reserve

Movements in capital in respect of the Exchange Procedure are recognised in the exchange reserve. In 2021, £nil

(2020: £93,863) was recognised in the exchange reserve following the exchange of the Company’s ordinary shares

held by the Master Fund as explained above.

Where the Company’s partnership interests in the Master Fund are cancelled following exchanges by the Master

Fund out of ordinary shares, the capital amount previously transferred to the exchange reserve is transferred to the

revenue reserve. There was no such movement in 2021, as the Exchange Procedure was not utilized during the year.

In 2020, £93,863 was transferred from the exchange reserve to the revenue reserve.

Revenue reserve

Realised gains and losses on redemptions of interests in the Master Fund made during the year are transferred from

the capital reserve to the revenue reserve. In the current year, £2,515,114 has been recognised as a realised gains on

redemption of interests in the Master Fund (2020: £4,336,987 realised gain).

Capital reserve

Unrealised gains and losses on interests in the Master Fund are recognised in the capital reserve.

Share premium

WWW.MARWYNVALUE.COM

Notes to the Financial Statements

13. Instruments and associated risks

The Company invests substantially all of its assets in the Master Fund, which is exposed to market risk (including

currency risk, interest risk and price risk), credit risk and liquidity risk arising from financial instruments it holds.

As at 31 December 2021, the Company owned 97.25% (2020: 97.50%) of the net assets of the Master Fund.

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 2021 and 31 December 2020 on its unquoted

investments was as follows (as at both dates, changes arise exclusively from the Company’s investment in the

Master Fund):

2021 2020

Analysis of Analysis of

monthly returns monthly returns

Number of periods 12 12

Percentprofitable 67% 87%

Average period return 1.56% 0.17%

Averagereturninprofitablemonths 2.99% 1.42%

Average return in loss making months (1.04)% (1.56)%

The following table shows the average monthly performance of the reported NAV of the Company:

2021 2020

£ £

Financialassetsmeasuredatfairvaluethroughprofitorloss–ordinaryshares 101,937,692 91,089,862

Financialassetsmeasuredatfairvaluethroughprofitorloss–2016realisationshares 2,668,615 6,507,926

Financialassetsmeasuredatfairvaluethroughprofitorloss–2021realisationshares 662,294 -

105,268,601 97,597,788

The impact on net income and equity of the average monthly period returns set out in the above table as

at 31 December 2020 and 2020 is as follows:

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, although this may be a factor in price risk as a

result of the investments made by the Master Fund or by MVI II LP as certain Portfolio Company investments may

invest in underlying assets denominated in other currencies. It is therefore considered that the Company is not

materially exposed to significant direct currency risk.

Increase (%) Decrease (%) Net income (£) Equity (£) Net income (£) Equity (£)

2021 2.99 (1.04) 3,150,466 3,150,466 (1,096,014) (1,096,014)

2020 1.42 (1.56) 1,386,418 1,386,418 (1,518,170) (1,518,170)

Monthly returns Impact of Increase Impact of Decrease

Summary of currency exposure of the Master Fund

Monetary assets in Sterling 115,361,245 103,942,489

Non-monetary assets in Sterling - -

Monetary liabilities in Sterling 478,191 709,786

Non-monetary liabilities in Sterling - -

31 December 2021 31 December 2020

£ £

Liquidity risk

The Company may not sell its investment in the Master Fund without the approval of the Master Fund’s General

Partner. Redemption opportunities are available in relation to ordinary shares in line with the policy adopted at the

2013 extraordinary general meeting and as disclosed in note 12(c). Further, the Master Fund has no control over the

timing of the redemption of its investment in MVI II LP and a significant proportion of the investments in the Portfolio

Companies are in publicly traded equities, the holdings of which may not be readily realisable due to their size or in

private companies which may also not be readily realisable. As such the Master Fund and/or Company may not be

able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from doing so.

However, the Company’s liquidity profile of its assets is matched with the liquidity profile of its liabilities, as described

below.

The Company holds Class F, Class R(F)1, Class R(G)1 and Class R(F)2 interests in the Master Fund. The policy is that

the Company should remain fully invested in normal market conditions. The Company is only required to settle its

liabilities when its investment is fully redeemed. The following table shows the contractual, undiscounted cash flows

of the Company’s financial liabilities:

Less than 1 month 1-3 months Less than 1 month 1-3 months

2021 2021 2020 2020

£ £ £ £

Loan from Master Fund 125,000 - 125,000 -

Payables and accruals 3,554 - 3,614 -

WWW.MARWYNVALUE.COM

Notes to the Financial Statements

The Company holds, and will continue to hold, a minimum cash balance of £125,000 (2020: £125,000) in respect of the

£125,000 loan payable to the Master Fund (2020: £125,000) (see Note 8). The remainder of the loan will be repaid by

set-off on the date that Master Fund interests are fully redeemed.

As all Company specific operating expenses, other than share issue costs paid directly by the Company from the

proceeds of shares issued, are paid by the Master Fund as disclosed in Note 3.8 and as the loan is repayable by set-

off, 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, however it is indirectly exposed to such risk through

its direct investment in the Master Fund and indirect investment in MVI II LP. Details of this exposure to interest rate

risk are set out below:

The Master Fund and to a lesser extent MVI II LP hold cash and cash equivalents at short-term market interest rates,

resulting in exposure to risks associated with the effects of fluctuations in the prevailing levels of the market interest

rates on its cash flows. The impact of any movement in interest rates is not considered to have a material effect on the

Master Fund or MVI II LP.

The remainder of the Master Fund’s assets and liabilities are non-interest bearing.

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 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 2021,

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) and the drawn down facility

extended to Silvercloud Holdings. The carrying value of the debt investment is periodically assessed in accordance

with IPEV Guidelines and as 31 December 2021, the Silvercloud Holdings facility is considered to be fully recoverable.

14. 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, investment advisory fee and incentive allocation

Management fee

Under a management agreement dated 1 April 2021, Marwyn Investment Management LLP was appointed

Manager to the Company. Prior to this date, under a management agreement dated 29 November 2013, Marwyn

Asset Management Limited was appointed as Manager to the Company, who in turn engaged Marwyn Investment

Management LLP as Investment Adviser. The commercial terms, including as to fees, were the same for both

managers.

Under both management agreements, the Company does and did 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 (2020: £ 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 2 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. 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 2021 was £2,197,437 (2020: £2,038,957).

Investment advisory fee

Investment advisory fees, where applicable, are paid by the Manager. From 1 April 2021 no investment advisory fees

were payable as MIM LLP became the Manager.

Incentive allocation

Incentive allocations borne by the Class F, Class R(F)1, Class R(G)1 and Class R(F)2 interests in the Master Fund are

only payable on returns being made to shareholders as disclosed in Part II, section 6 of the Company’s most recent

prospectus published on 19 October 2021. This prospectus is available on the Company’s website.

Returns from each Class 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 the outstanding reference on a daily basis;

3) paid as a ‘catch-up’ incentive allocation of 25% of the preferred return until returns in excess of the

reference amount are split 80:20 between investors and incentive allocations; and

4) all remaining returns are split 80:20 between investors and incentive allocation payments.

WWW.MARWYNVALUE.COM

Directors’ fees are paid by the Master Fund as per Note 3.8. The Directors received the following fees in the year:

(d) Secondment services

Effective from 1 December 2020, Marwyn Jersey Limited, a related Marwyn group entity, seconds certain individuals

to the Company. In 2021, Marwyn Jersey Limited charged £108,333 for these services for the year ended 31

December 2021 (31 December 2020: £9,167).

Notes to the Financial Statements

In the case of Class R(F)1, an ‘initial incentive allocation’, equal to 5% of the reference amount, was payable once the

full reference amount had been returned to investors.

The incentive allocation accrued by the Master Fund at each valuation date is calculated by allocating the gross asset

value for each class in the manner described above.

Incentive allocation attributable to ordinary shareholders

As at 31 December 2021, the outstanding Class F reference amount was £79,183,135 and the preferred return due to

investors was £10,136,783. The Class F gross asset value of £107,626,331, being in excess of the sum of these, resulted

in an incentive allocation accrual at the balance sheet date of £5,688,639 (2020: 1,583,061). The expense relating to

Class F for the year was £4,137,197 (2020: £502,668).

Incentive allocation attributable to realisation shareholders

Following the return to realisation shareholders as detailed in Note 10, an incentive allocation in respect of Class R(F)

of £1,225,609 was crystallised and settled.

As at 31 December 2021, the Class R(F)1 reference amount, initial incentive amount, preferred return and preferred

return catch-up had all been paid in full. The Class R(F)1 gross asset value of £2,544,601 resulted in an incentive

allocation accrual at the balance sheet date is £508,920 (2020: 1,270,807). The outstanding Class R(G)1 reference

amount was £1,370,875 and the preferred return due was £1,820,113. The Class R(G)1 gross asset value of £632,962

is all allocated against the outstanding reference amount and accordingly there is no incentive allocation accrual at

the balance sheet date (2020: Nil). The total incentive allocation expense attributable to Classes R(F)1 and R(G)1 was

£463,722 (2020: £10,910).

As at 31 December 2021, the outstanding Class R(F)2 reference amount was £514,397 and the preferred return due to

investors was £65,852. The Class R(F)2 gross asset value of £699,268, being in excess of the sum of these, resulted in

an incentive allocation accrual at the balance sheet date of £36,974 (2020: n/a). The expense relating to Class R(F)2 for

the year was £5,355 (2020: n/a).

The Company does not bear any management fee or incentive allocation in relation to the Master Fund’s investment

into MVI II LP.

(b) Administration fee

From 22 January 2021, Aztec Financial Services ( Jersey) Limited (“Aztec”) was appointed as the administrator of the

Company and Axio Capital Solutions Limited’s appointment was terminated accordingly.

Aztec’s fees for administration of the Company are £149,500 per annum. Aztec is not considered to be a related party.

Robert Ware £50,000 (2020: £45,000)

Martin Adams £45,000 (2020: £40,000)

Peter Rioda* £35,000 (2020: £16,789)

Victoria Webster* £35,000 (2020: £16,789)

* Both Peter Rioda and Victoria Webster were appointed in 2020.

Theirannualisedequivalentremunerationin2020is£35,000each.

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.

2020 2019

£ £

Share capital 91 91

Share premium 64,436,254 70,449,867

Special distributable reserve 26,346,979 26,346,979

Exchange reserve 54,386 54,386

54,386

Capital reserve (4,976,238) 851,513

15. Capital management policies and procedures

The Company’s capital management objectives are to ensure that it will be able to continue as a going concern and to

maximise capital return to its equity shareholders.

The Company’s capital at 31 December comprises:

The Board, with the assistance of the Manager, monitors and reviews the structure of the Company’s capital on an

ongoing basis.

16. Ordinary shares - by series

The Company has the ability to issue different series of ordinary shares (including realisation shares), the proceeds

of which can be invested in separate classes of the Master Fund. Distributions on each series of ordinary shares

may only be paid from proceeds received from the corresponding class of interests in the Master Fund. The surplus

capital and assets of the Company will on a winding-up or on a return of capital (otherwise than on a purchase by

the Company of any of its shares) be paid to the holders of each series of the ordinary share pro rata to their holding

of such ordinary shares out of the proceeds of the corresponding class of interests in the Master Fund. As at 31

December 2021, ordinary shares, 2016 realisation shares and 2021 realisation shares remained outstanding as per

Note 11. The information in the Risk section starting on page 74 sets out the risks applicable to these shares in issue.

17. Commitments and contingent liabilities

There were no commitments or contingent liabilities of the Company outstanding at 31 December 2021 or 31

December 2020 that require disclosure or adjustment in these financial statements.

18. Potential Settlement of VAT Reclaim

In November 2012, an underlying investment of the Master Fund, Le Chameau Group plc (“LCG”) (formerly Marwyn

Management Partners Plc) sold its holding in Praesepe plc, a company operating in the gaming industry.

At the time of the sale there was an ongoing dispute between the gaming industry and HMRC on the principle of fiscal

neutrality. The basis of the dispute was that some similar forms of gambling were treated differently for VAT purposes

and test cases were pursued by The Rank Group Plc and Done Brothers (Cash Betting) Ltd.

Based on these test cases, Deloitte LLP and PricewaterhouseCoopers LLP were engaged by Praesepe plc to submit

VAT reclaims to HMRC on a contingent fee basis. Certain of these VAT reclaims relate to the period of LCG’s ownership

and as such, under the terms of the sale agreement, a subsidiary of LCG retained a beneficial interest in the VAT

reclaims that related to the period of LCG’s ownership. The existence of this contingent VAT reclaim was disclosed in

the historic financial statements of LCG which are publicly available. This contingent asset was transferred in 2020 to

the Master Fund as part settlement of the outstanding loan between the LCG group and MVI LP.

The Praesepe VAT reclaims stood behind The Rank Group Plc claim (“Rank 2”). On 30 June 2021, the First-tier Tribunal

ruled in favour of The Rank Group Plc and then on 25 August 2021, HMRC publicly confirmed that it will not appeal

the decision made by the First-tier Tribunal. Based on this latest development, it is now anticipated that following due

process, the Praesepe VAT reclaims sitting behind the Rank 2 claim will be paid by HMRC, which is expected to result

in a cash payment to the Master Fund.

2021 2020

£ £

Share capital 88 91

Share premium 61,455,770 64,436,254

Special distributable reserve 26,346,979 26,346,979

Exchange reserve 54,386 54,386

Capital reserve 3,159,948 (4,976,238)

Revenue reserve 14,251,430 11,736,316

Total capital 105,268,601 97,597,788

WWW.MARWYNVALUE.COM

No amount has previously been recognised in either the annual historic LCG financial statements, or subsequently

in the Net Asset Value (“NAV”) of the Master Fund attributable to the Company due to the high level of uncertainty

surrounding the likelihood of any receipt. There remains no certainty over the value of the VAT reclaims that will be

repaid by HMRC, nor the timing of receipt of any such VAT reclaims. No amount has been reflected in these financial

statements, nor will any amount be included in the Company’s estimated NAV calculations which are reported via

RNS until there is sufficient certainty over the amount receivable.

19. Subsequent events

Under the Company’s Ordinary Share Distribution Policy, an interim dividend was paid to ordinary shareholders on

25 February 2022 of 2.265p per ordinary share.

Notes to the Financial Statements

WWW.MARWYNVALUE.COM

The Audit Committee performs a detailed review of the

risks applicable to the Company at least annually and

reports its findings for the consideration of the Board.

The Board have a range of knowledge and contacts

across the investment industry and are provided regular

updates from the Manager, broker, legal counsel and

Administrator to help identify any new risks applicable

to the Company. Those risks that are considered most

significant are included below.

Risks applicable to investing in the Company

Past performance

The past performance of the Company, the Master Fund,

MVI II LP, the Manager and the principals of the Manager

may not be indicative of future performance.

Dependence on key individuals

The success of the Company, the Master Fund and MVI II

LP depends upon the ability of the Manager to develop

and implement investment strategies that achieve the

Marwyn Fund’s investment objectives. If the Manager

were to become unable to participate in the investment

management of the Funds, the consequence for the

Company and the Marwyn Funds would be material and

adverse and could lead to the premature winding-up of

the Company and/or Marwyn Funds.

Net asset value considerations

The NAV per ordinary share, 2016 realisation share and

2021 realisation share, the NAV of the Master Fund and

the NAV of MVI II LP is expected to fluctuate over time with

the performance of the Company’s, the Master Fund’s

and/or MVI II LP’s investments.

Where, in relation to the calculation of the NAV, there is

any conflict between IFRS and the valuation principles

set out in the prospectus in relation to the Company, the

latter principles shall take precedence.

Where in relation to the calculation of the NAV of the

Master Fund there is any conflict between US GAAP

and the valuation principles set out in the limited

partnership agreement of the Master Fund or its offering

memorandum, the latter principles shall take precedence.

Where in relation to the calculation of the NAV of MVI II

LP there is any conflict between IFRS and the valuations

principles set out in the limited partnership agreement of

MVI II LP or its private placement memorandum, the latter

principles shall take precedence.

Liquidity risk

The investment objectives of the Company, the Master

Fund and MVI II LP allow them to invest in instruments

which may be both illiquid and scarce. Market conditions

may increase illiquidity and scarcity and have a generally

negative impact on the Manager’s ability to identify

and execute suitable investments that might generate

acceptable returns. Market conditions may also restrict

the supply of investment assets that may generate

acceptable returns and thereby cause “cash drag”’ on the

Company’s performance. Adverse market conditions and

their consequences may have a material adverse effect

on the Company’s investment portfolio. To the extent that

there is a delay in making investments, the Company’s

returns will be reduced.

Market price

It is very unlikely that the market price of the ordinary

shares, 2016 realisation shares or 2021 realisation shares

will fully reflect the underlying value of the investment

made by the Company and the underlying investments

held by the Master Fund and MVI II LP which are

attributable to any of the share classes. The underlying

investments of the Company may be subject to market

fluctuations and the risks inherent in all investments and

there can be no assurance that an investment will retain

its value or that appreciation will occur.

As well as being affected by the underlying value of

the assets held, the market value of the ordinary,

2016 realisation or 2021 realisation shares will also be

influenced by the supply and demand for each class in the

market. As such, the market value of the class of shares

may vary considerably from the underlying value of the

Company’s assets attributable to that class.

Restriction on auditors’ liability

Cayman Islands law does not restrict the ability of auditors

to limit their liability. Consequently, the engagement letters

in relation to the Company, the Master Fund and MVI II LP

contain such a provision as well as containing provisions

indemnifying the auditor in certain circumstances.

Handling of mail

Mail addressed to the Company and/or the Master Fund

and received at their respective registered offices is

scanned and emailed to the Administrator to be dealt

with. None of the Company, the Master Fund, the General

Partner or any of its or their directors, officers or providers

bear any responsibility for any delay howsoever caused in

mail reaching the Administrator as the case may be.

Risk (unaudited)

Risks Applicable to Investments in the Company

Each series of ordinary shares is not a separate

legal entity

The Company may raise additional finance to invest in the

Master Fund by selling further series of ordinary shares

to investors. The net proceeds of issue of each series

of ordinary shares will be invested by the Company in a

corresponding class of interests in the Master Fund. In

certain circumstances, if the Company incurs a liability

in respect of assets attributable to another series of

ordinary shares, the ability of the Company to distribute

profits or repurchase ordinary shares, not only in relation

to that series, but also in relation to any other series

may be affected because under the Companies Law, the

ability to distribute profits or repurchase ordinary shares

has to be determined by reference to the solvency of the

Company as a whole, rather than on a series by series

basis. Liabilities relating to one ordinary share series

cannot be ring-fenced.

Additionally, the investment assets of the Company

(i.e. namely, its interests in the ordinary interests and

realisation share interests of the Master Fund), are not

legally segregated and so assets held by the Company and

attributed to any class of realisation shareholders may be

required to be liquidated to meet liabilities attributable to

ordinary shareholders (or vice versa).

Risk of not obtaining distributing or reporting status

There is no guarantee that the Company will continue to

obtain distributing or reporting status for UK taxation

purposes in relation to the ordinary shares. There is

therefore a risk that any gain realised on any disposal of

ordinary shares will be taxed as income in the UK, rather

than capital gain.

Sole purpose

The Company has been established with the sole

purpose of investing in the Master Fund. The success of

the Company therefore depends on the success of the

Master Fund and its ability to successfully implement its

investment strategy. Identification and exploitation of the

investment strategies to be pursued by the Master Fund

involve a high degree of uncertainty.

Limited redemption rights

The Company has no right of redemption in relation to

the Class F interests, Class R(F)1 interests, Class R(G)1

interests or Class R(F)2 interests in the Master Fund. The

right of shareholders to elect to move into realisation

shares does not result in the resulting realisation share

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.

Cayman Islands registration

The Company is registered in the Cayman Islands. As a

result, the rights of the shareholders are governed by the

laws of the Cayman Islands and the Articles. The rights of

shareholders under Cayman Islands law may differ from

the rights of shareholders of companies incorporated in

other jurisdictions and the enforcement of such rights

may involve different considerations and may be more

difficult than would be the case if the Company had been

incorporated in England and Wales or the jurisdiction of

a shareholder’s residence. The following are examples: (i)

subject only to the Company’s articles of association, the

allotment and issue of securities is under the exclusive

control of the Directors and there are no pre-emption

rights under the Companies Law; (ii) there is no express

restriction on the Company making loans to Directors

nor the equivalent of substantial property rules for

transactions involving directors under the Companies

Law; and (iii) assets of the Company are under the exclusive

control of the Directors and the Companies Law does not

expressly restrict the powers of the directors to dispose

of assets. Examples (i) to (iii) above are intended for the

purposes of illustration only and are not an exhaustive

list. Investors should take appropriate independent legal

advice to determine if they are afforded protections they

consider are necessary for their specific circumstances.

The Cayman Islands courts ordinarily would be expected

to follow English case law precedents which permit a

minority shareholder to commence a representative

action against or derivative actions in the name of the

company to challenge (i) an act which is ultra vires the

company or illegal, (ii) an act which constitutes a fraud

against the minority and the wrongdoers are themselves

in control of the company, and (iii) an irregularity in the

passing of a resolution which requires a qualified (or

special) majority. In the case of a company (not being a

bank) having a share capital divided into shares, the courts

may, on the application of members holding not less than

one fifth of the shares of the company in issue, appoint

an inspector to examine the affairs of the company and

to report thereon in such manner as the courts will direct.

Any shareholder of a company may petition the courts

which may make a winding-up order if the courts are of

the opinion that it is just and equitable that the company

should be wound up. Generally, claims against a company

by its shareholders must be based on the general laws of

contract or tort applicable in the Cayman Islands or their

individual rights as shareholders as established by the

company’s memorandum and articles of association.

WWW.MARWYNVALUE.COM

The Company does not exercise control over the

Master Fund or MVI II LP

The Company, in its capacity as an investor, has no

opportunity to control the day-to-day operation, including

investment and disposition decisions made by the

Manager on behalf of the Master Fund or MVI II LP, the

resolution of potential or actual conflicts of interest that

may arise, distributions by the Master Fund or MVI II LP

or the appointment or removal of service providers to the

Master Fund or MVI II LP. The Company does not have the

opportunity to evaluate the relevant economic, financial

and other information that is utilised by the Manager in its

evaluation and selection of investments, does not receive

the detailed financial information regarding investments

that is available to the Manager and has no right to be

informed about actual or potential conflicts of interest.

The Master Fund has adopted the amended distribution

policy in relation to Class F, Class R(F)1, Class R(G)1 and

Class R(F)2 interests in the Master Fund. However, the

Company has no control over the amount or timing of

any redemptions by the Master Fund or MVI II LP or other

distributions which may be used to fund extraordinary

distributions.

The Master Fund, as a limited partner in MVI II LP, has no

control over the investment or disposal decisions of MVI

II LP or timing of any redemptions or other distributions

by MVI II LP.

Conflicts of interest

The Master Fund and MVI II LP (together the “Master

Funds”) are subject to a number of actual and potential

conflicts of interest with the Company and with each other.

The Company (or, as appropriate, other relevant parties)

aims to manage such conflicts to prevent a material risk

of damaging any investor’s interest. Where this is not

possible the conflicts are disclosed.

Certain inherent conflicts arise from the fact that the

Manager and its affiliates provide investment management

and investment advisory services to both Master Funds

and the Company.

In order to ensure an equitable management of the

potential conflicts of interest that could arise in managing

the interests of ordinary shareholders and each class of

realisation shareholders, the Master Funds have agreed

the following policies:

• interests in Portfolio Companies held by the

Master Fund (with the exception of interests in

Le Chameau) 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;

• interests in Le Chameau held by the Master Fund

attributable to realisation share interests will only

be sold when the Master Fund disposes of interests

in Le Chameau attributable to ordinary share

interests on a simultaneous basis. All disposals

will be pro rata between the holdings attributable

to the realisation share interests and the ordinary

share interests; and

• to the extent that the Master Fund and MVI II

LP make follow-on investments in any Portfolio

Companies held by both, this will be pro rata to the

holdings of the Master Fund and MVI II LP in such

shares on the date of such follow-on investment,

provided that the Master Fund shall not be

required to make a follow-on investment to the

extent it does not have cash available to fund such

investment having regard to its working capital

requirements as agreed with the general partner of

the Master Fund (with the prior written agreement

of the Board).

The use of a structure which includes the Master Funds

may also create a conflict of interest in that different tax

considerations for investors in the Company, the Master

Fund and/or MVI II LP may cause the Master Fund and/

or MVI II LP to structure or dispose of an investment in

a manner that is more advantageous to one group than

the other.

In any case where a Director is actually or potentially

conflicted, this conflict is disclosed to the Board and that

director will not be considered in the quorum for any

resolutions relating to the matter.

Class consents

Certain actions by the General Partner in respect of the

Master Fund require the written consent of investors in

that Class. Where the Directors allow holders of ordinary

shares or realisation shares to vote on a matter for which

the General Partner is seeking investor consent and, if

the resolution is passed by a simple majority of those

voting in person or by proxy at a meeting of the holders

of the relevant shares, the directors will give consent to

the General Partner in respect of all of the Company’s

interests in the relevant Class. The Company will not split

its consent in accordance with the votes of the holders of

the relevant series of shares.

Risk (unaudited)

Value and liquidity of the shares

The shares of publicly traded companies can have limited

liquidity and their share prices can be highly volatile. The

price at which the shares will be traded and the price

at which investors may realise their investment will be

influenced by a large number of factors, some specific to

the Company and its operations, and others which may

affect companies operating within a particular sector or

quoted companies generally. Prospective investors should

be aware that the value of the shares could go down as

well as up, and investors may therefore not recover their

original investment. Furthermore, the market price of

the shares may not reflect the underlying value of the

Company’s net assets. There is also no guarantee that any

discount control mechanisms employed by the Board and

the Manager will be effective at managing the level of any

discount.

There is no reliable liquid market for the Company’s

interest in the Master Fund and the valuation of Portfolio

Companies may involve the general partners of the

Master Fund and MVI II LP exercising judgement. This is

particularly the case in the context of the Master Fund’s

investment in Le Chameau which is comprised of unlisted

securities and debt investment for which there is no

liquid market. There can be no guarantee that the basis

of calculation of the value of Portfolio Companies used

in the valuation process will reflect the actual value on

realisation of those investments.

Additional financing and dilution

If the Company issues further series of ordinary shares,

whilst these will not dilute the economic interests of the

existing classes in the Master Fund, the additional ordinary

shares will carry rights to vote at general meetings of the

Company and will therefore dilute shareholders’ voting

rights accordingly. The Directors may seek debt finance

to fund the expansion of the Company. There can be no

assurance that the Company will be able to raise such

debt funds, whether on acceptable terms, or at all. If

debt financing is obtained, the Company’s ability to raise

further finance, and its ability to operate its business, may

be subject to restrictions.

Registration under the US Investment Company Act

and the US Advisers Act

The Company has not been and it is unlikely it will ever

be registered under the US Investment Company Act. In

addition, the Manager has not been and it is unlikely that

it will ever be registered as an “Investment Adviser” under

the US Investment Advisers Act.

Depository Interests

Securities issued by non-UK registered companies, such

as the Company, cannot be held or transferred in the

CREST system. However, to enable shareholders to settle

such securities through the CREST system, a depository

or custodian can hold the relevant securities and issue

dematerialised depository interests representing the

underlying shares which are held on trust for the holders

of these depository interests.

Voting rights

Under the Articles, only those persons who are

shareholders of record are entitled to exercise voting

rights. Persons who hold ordinary shares or realisation

shares in the form of depository interests will not be

considered to be record holders of such shares that are

on deposit with the depository and, accordingly, will not

be able to exercise voting rights. However, the deed poll

which created the depositary interests (the “Deed Poll”)

provides that the depository shall pass on, as far as it is

reasonably able, rights and entitlements to vote. In order

to direct the delivery of votes, holders of depository

interests must deliver instructions to the depository by

the specified date.

Neither the Company nor the depository can guarantee

that holders of depository interests will receive the notice

in time to instruct the depository as to the delivery of votes

in respect of shares represented by depository interests

and it is possible that they will not have the opportunity

to direct the delivery of votes in respect of such shares.

In addition, persons who beneficially own shares that are

registered in the name of a nominee must instruct their

nominee to deliver votes on their behalf.

Neither the Company nor any nominee can guarantee

that holders of depository interests will receive any notice

of a solicitation of votes in time to instruct nominees to

deliver votes on behalf of such holders and it is possible

that holders of depository interests and other persons

who hold ordinary shares or realisation shares through

brokers, dealers or other third parties will not have the

opportunity to exercise any voting rights.

WWW.MARWYNVALUE.COM

Limitation of liability

The Deed Poll contains provisions excluding and limiting

the depository’s liability to holders of depository interests.

For example, the depository will not be liable to any holder

of depository Interests or any other person for liabilities

in connection with the performance or non-performance

of obligations under the Deed Poll or otherwise except

as may result from its negligence or wilful default or the

fraud of any custodian or agent which is not a member of

its group unless it has failed to exercise reasonable care

in the appointment and continued use and supervision of

such custodian or agent. Furthermore, except in the case

of personal injury or death, the depository’s liability to a

holder of depository interests will be limited to the lesser

of: (i) the value of shares and other deposited property

properly attributable to the depository interests to which

the liability relates; and (ii) that proportion of £10 million

which corresponds to the portion which the amount the

depository would otherwise be liable to pay to the holder

of the depository interests bears to the aggregate of the

amounts the depository would otherwise be liable to pay

all such holders in respect of the same act, omission or

event which gave rise to such liability or, if there are no

such amounts, £10 million.

The depository is entitled to charge fees and expenses for

the provision of its services under the Deed Poll without

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

wilful 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.

United States ownership and transfer restrictions

There are restrictions on the purchase of ordinary shares

by or transfers to investors who are located in the United

States or who are US persons (as defined in the United

States Securities Act of 1933, as amended) or who acquire

ordinary shares or realisation shares for the account

or benefit of US persons. For a complete description of

these ownership and transfer restrictions please refer to

section 4 of Part VIII of the prospectus published by the

Company on 19 October 2016.

In the event that ordinary shares are acquired by persons

who are not qualified to hold the ordinary shares or

realisation shares, such ordinary shares are subject to

provisions requiring forfeiture and/or compulsory transfer

as described in section 3 of Part VIII of that prospectus.

United Kingdom tax considerations

Although the Directors intend that, insofar as it is within

their control, the affairs of the Company are conducted

so that the Company does not become subject to United

Kingdom tax on its profits or gains, there can be no

guarantee that all of the requirements to ensure this will,

at all times, be satisfied.

Risk (unaudited)

Look-Through Portfolio Information (unaudited)

As at 31 December 2021

Platform acquisition date

Carrying value attributable to the

Company’s ordinary shares

Carrying value attributable to the

Company’s 2016 realisation shares

Carrying value attributable to the

Company’s 2021 realisation shares

% voting rights held by the Marwyn Funds

% attributable to the Company’s

ordinary shares

% attributable to the Company’s 2016

realisation shares

% attributable to the Company’s 2021

realisation shares

October 2012

£18.9m

£2.2m

£0.1m

50.0%

43.5%

4.9%

0.3%

Le Chameau (Silvercloud)

Platform acquisition date

Carrying value attributable to the

Company’s ordinary shares

Carrying value attributable to the

Company’s 2016 realisation shares

Carrying value attributable to the

Company’s 2021 realisation shares

% voting rights held by the Marwyn Funds

% attributable to the Company’s

ordinary shares

% attributable to the Company’s 2016

realisation shares

% attributable to the Company’s 2021

realisation shares

Minority stake

acquired January 2022

£16.3m

£-m

£0.1m

15.4%

11.7%

0.1%

AdvancedAdvT Limited

Platform acquisition date

Carrying value attributable to the

Company’s ordinary shares

Carrying value attributable to the

Company’s 2016 realisation shares

Carrying value attributable to the

Company’s 2021 realisation shares

% voting rights held by the Marwyn Funds

% attributable to the Company’s

ordinary shares

% attributable to the Company’s 2016

realisation shares

% attributable to the Company’s 2021

realisation shares

August 2015

£0.5m

£0.1m

£0.0m

14.5%

10.3%

1.5%

0.1%

Zegona Communications

Carrying value attributable to the

Company’s ordinary shares

Carrying value attributable to the

Company’s 2016 realisation shares

Carrying value attributable to the

Company’s 2021 realisation shares

% voting rights held by the

Marwyn Funds

% attributable to the Company’s

ordinary shares

% attributable to the Company’s 2016

realisation shares

% attributable to the Company’s 2021

realisation shares

MAC plc

£4.9m

£-m

£0.03m

95.4%

73.6%

0.5%

Acquisition Companies

MAC II

£9.5m

£-m

£0.06m

75.0%

56.9%

0.4%

MAC III

£9.5m

£-m

£0.06m

75.0%

56.9%

0.4%

MAC ALPHA

£0.5m

£-m

90.0%

69.8%

Includes equity and debt into the Le Chameau operating group and excludes other investments made by its holding company.

The Marwyn Funds hold 100% of the voting rights of Silvercloud Holdings Limited, which in turn holds 50% of the voting rights of Le Chameau Holdings Limited

WWW.MARWYNVALUE.COM

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 and MVI II Co-Invest LP

and MVI II DCI I LP

To31March2021

Marwyn Asset Management Limited

One Waverley Place

Union Street

St Helier

Jersey, JE1 1AX

Channel Islands, British Isles

From 1 April 2021

Marwyn Investment Management LLP

11 Buckingham Street

London WC2N 6DF

United Kingdom

Investment Adviser* to the Manager

in respect of the Company, the Master

Fund, MVI II LP and MVI II Co-Invest LP

and MVI II DCI I LP

To31March2021

Marwyn Investment Management LLP

11 Buckingham Street

London WC2N 6DF

United Kingdom

Registrar

Link Asset Services

Mont Crevelt House

St. Sampson

Guernsey GY2 4JN

Channel Islands, British Isles

Auditor

BakerTillyChannelIslandsLimited

1st Floor Kensington Chambers

46/50 Kensington Place

St Helier

Jersey JE4 0ZE

Channel Islands, British Isles

Legal Advisers to the

Company as to English law

TraversSmithLLP

10 Snow Hill

London EC1A 2AL

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

Aztec Financial Services (Jersey) Limited

Aztec Group House

11-15 Seaton Place

St Helier

Jersey

JE4 0QH

Channel Islands, British Isles

Corporate Broker

Liberum Capital Limited

Ropemaker Place, Level 12

25 Ropemaker Street

London EC2Y 9LY

United Kingdom

* From 1 April 2021, with Marwyn Investment Management LLP appointed as Manager,

there is no Investment Adviser role.

WWW.MARWYNVALUE.COM

Defined Terms (unaudited)

The following terms have the following meanings in this annual report and financial statements.

ACS Advanced Computer Software Group plc

Administrator the administrator of the Company from time to time, being Aztec Financial Services (Jersey) Limited

as at the date of this annual report and financial statements

AdvT or AdvancedAdvT AdvancedAdvT Limited (formerly Marwyn Acquisition Company I Limited)

AIC Association of Investment Companies

AIC Code the AIC Code of Corporate Governance

Articles the articles of association of the Company

AGM Annual General Meeting

Audit Regulation Article 26 (6) of Regulation 538/2014

Axio Axio Capital Solutions Limited

Aztec Aztec Financial Services (Jersey) Limited

BCA BCA Marketplace plc

Board Board of Directors of the Company

Bradshaw Taylor Bradshaw Taylor Limited

Broker the corporate broker appointed by the Company from time to time, being Liberum Capital Limited

as at the date of this annual report and financial statements

BTCI Baker Tilly Channel Islands Limited

Buyback Programme has the meaning given to it in the Report of the Manager in the paragraph entitled “Ordinary Share Distribution Policy”

CEO Chief Executive Officer

COO Chief Operating Officer

Company Marwyn Value Investors Limited

Companies Law the Cayman Islands Companies Law (2013 Revision)

Directors Board of Directors of the Company

ESG Environmental, Social and Governance

EV Enterprise value

Euskaltel Euskaltel, S.A.

Exchange Procedure has the meaning given to it in the in the prospectus published by the Company on 19 October 2016

FCA Financial Conduct Authority

FPPP Financial Position and Prospects Procedures

Future Carried Interest Entitlement has the meaning given to it in the Report of the Directors in the paragraph entitled “Accelerated bookbuild”

IFRS International Financial Reporting Standards as adopted by the European Union

Investment securities in any of the Marwyn Funds

Investment Adviser Marwyn Investment Management LLP (to 31 March 2021)

IPEV Guidelines the International Private Equity and Venture Capital valuation guidelines as amended

IPO Initial Public Offering

Le Chameau The Le Chameau operating group, the Master Fund’s investment in which is held through Silvercloud Holdings Limited

Liberum Liberum Capital Limited

London Stock Exchange or LSE London Stock Exchange plc

LTIP Long Term Incentive Plan

MAC II Marwyn Acquisition Company II Limited

MAC III Marwyn Acquisition Company III Limited

MAC Alpha MAC Alpha Limited

MAC plc Marwyn Acquisition Company plc (formerly Wilmcote Holdings plc)

Management Partner has the meaning given to it in the Report of the Manager

Manager Marwyn Investment Management LLP, or prior to 1 April 2021, Marwyn Asset Management Limited

MAR The UK version of EU Regulation 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal)

Act 2018, as amended

Marwyn The Manager, the Investment Adviser and any other Marwyn entities with the same ultimate beneficial owners

Marwyn Funds The Company, the Master Fund, MVI II LP and any other funds managed by the Manager

Master Fund Marwyn Value Investors LP

Minimum Annual Distribution has the meaning given to it in the Ordinary Share Distribution Policy

MLTI Marwyn Long Term Incentive LP

MM Money Multiple

MVI II LP Marwyn Value Investors II LP

NAV Net Asset Value

Net Capital Gain has the meaning given to it in the Company’s RNS announcement dates 14 August 2018

Ordinary Share Distribution Policy The Company’s policy on distributions to ordinary shareholders as described in the Company’s circular published on

14 August 2018 circular, included in the ‘Documents’ section of the Company’s website, www.marwynvalue.com

Portfolio Companies the entities into which the Company indirectly invests through the Master Fund and/or MVI II LP as relevant

PwC PricewaterhouseCoopers LLP

Realisation Class Ordinary shares that are redesignated as realisation shares following receipt of valid elections to redesignate such

Ordinary Shares as realisation shares, in accordance with the Articles, of which there are currently two such classes;

the 2016 Realisation Class and the 2021 Realisation Class

Realisation Pool Assets attributable to the realisation shareholders, of which there are two such pools relating to the 2016

Realisation Class and the 2021 Realisation Class

Relevant Entities the Manager or any member of the Marwyn group or any of their respective advisers or affiliates or the Marwyn Funds

SORP Statement of Recommended Practice

SPAC Special Purpose Acquisition Vehicle

Specialist Fund Segment the specialist fund segment of the main market of London Stock Exchange plc

Sterling British Pounds Sterling

Zegona Zegona Communications plc

Disclaimer (unaudited)

The report of the Manager (“Manager’s Report”) is

issued by Marwyn Investment Management LLP, a Firm

authorised and regulated by the FCA, in connection with

the Company, the Master Fund, MVI II LP and any other

funds managed by the Manager (collectively, the Marwyn

Funds).

The Manager’s Report does not constitute a prospectus

or offering document relating to the Marwyn Funds, nor

does it constitute or form part of any offer or invitation

to purchase, sell or subscribe for, or any solicitation of

any such offer to purchase, sell or subscribe for, any

securities in the Marwyn Funds (an “Investment”) nor

shall the Manager’s Report or any part of it, or the fact

of its distribution, form the basis of, or be relied on in

connection with, any contract therefor.

Persons who wish to make an Investment are reminded

that any such Investment should only be made on the

basis of the information contained in materials provided

for that purpose for your consideration and not on the

information contained in the Manager’s Report. No

reliance may be placed, for any purposes whatsoever, on

the information contained in the Manager’s Report or on

its completeness and the Manager’s Report should not

be considered a recommendation by the Manager or any

member of the Marwyn group or any of their respective

advisers or affiliates or the Marwyn Funds (the Relevant

Entities) in relation to an Investment.

No representation or warranty, express or implied, is

given by or on behalf of the Relevant Entities or any of

their respective directors, partners, officers, employees,

advisers or any other persons as to the accuracy,

fairness or sufficiency of the information or opinions

contained in the Manager’s Report and none of the

information contained in the Manager’s Report has

been independently verified by the Relevant Entities or

any other person. Save in the case of fraud, no liability

is accepted for any errors, omissions or inaccuracies in

such information or opinions.

The distribution of this document in certain jurisdictions

may be restricted by law and the persons into whose

possession this document comes should inform

themselves about, and observe, any such restrictions.

The Manager’s Report includes “forward-looking

statements” which includes all statements other

than statements of historical facts, including, without

limitation, those regarding the Master Fund’s and the

Company’s financial position, business strategy, plans

and objectives of management for future operations and

any statements preceded by, followed by or that include

forward-looking terminology such as the words “targets”,

“believes”, “estimates”, “expects”, “aims”, “intends”, “can”,

“may”, “anticipates”, “would”, “should”, “could” or similar

expressions or the negative thereof. Such forward-

looking statements involve known and unknown risks,

uncertainties and other important factors beyond the

control of the Marwyn Funds that could cause the actual

results, performance or achievements of the Marwyn

Funds to be materially different from future results,

performance or achievements expressed or implied

by such forward-looking statements. Such forward-

looking statements are based on numerous assumptions

regarding the present and future business strategies of

the Marwyn Funds and the environment in which the

Marwyn Funds will operate in the future.

These forward-looking statements speak only as at

the date of the Manager’s Report. Investing in the

Company involves certain risks, as detailed in these

financial statements, and as described more fully in the

prospectus published by the Company on 19 October

2021.

WWW.MARWYNVALUE.COM

MARWYN VALUE INVESTORS LIMITED