MARWYN VALUE INVESTORS LIMITED
Annual Report and
Financial Statements
FOR THE YEAR ENDED 31 DECEMBER 2025
2025
04 Financial and Performance Summary
06 Report of the Chairman
08 Report of the Manager
14 Investment Portfolio
28 Allocation of Net Asset Value
32 Environmental, Social and Governance
34 Distributions and Discount Management
36 Fund Structure and Investment Policy
38 Report of the Directors
52 Report of the Independent Auditor
58 Income Statement
59 Statement of Financial Position
60 Statement of Cash Flows
61 Statement of Changes in Equity
62 Notes to the Financial Statements
76 Risk
82 Look-through Portfolio Information
84 Advisers
85 DefinedTerms
86 GlossaryofTechnicalTerms
87 Disclaimer
DefinedtermsusedthroughouttheAnnualReportandFinancialStatementsareasdescribedonpage85.
A glossary of technical terms used throughout the Annual Report and Financial Statements is included on page 86.
Contents
MARWYN VALUE INVESTORS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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PERFORMANCE FOR YEAR TO / AS AT 31 DECEMBER 2025
Financial and Performance Summary
1
NAVTotalReturnassumesthereinvestmentofdividendspaidtoshareholdersintotheCompanyatNAVandiscalculatedonacum-incomebasis.
2
SharepricetotalreturnassumesthereinvestmentofdividendspaidtoshareholdersintotheCompanyattheex-divsharepriceontheex-divdate.
3
For the ordinary shares, inception to date movement is based on the combined weighted average NAV of Marwyn Value Investors I, II and B shares
priortotheiramalgamation,usingtheconversionratiopublishedon17April2008.
Investments are held indirectly, as described in the ‘Fund Structure and Investment Policy’ section of this Annual Report
4
Fortherealisationshareclasses,TotalShareholderReturniscalculatedasthemovementintotalshareholdervalue,includingalldistributions
madetorealisationshareholdersovertherelevantperiod.
5
Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were
convertedtotherelevantRealisationClass,thenTotalShareholderReturnoftherelevantRealisationClassfromthatdate.
6
RealisationClassTotalShareholderReturnfromcreationofclassrepresentsTotalShareholderReturnfortherelevantclassfrom
thedatethatordinaryshareswereconvertedtorealisationsharesforeachclass.
7
CalculatedastotaldistributionsasapercentageofNetAssetsoncreationofeachclass.
8
IncludesthedividendpaidtoordinaryshareholdersinFebruary2026.
Ordinary Shares
2025 Ordinary Share Total NAV Movement (£m)
NAV Total Return
1
+35.4%
Share Price Total Return
2
+63.6%
NAV Per Share
260.6p
Share Price
139.5p
Dividends
9.06p
Net Assets
£144.6m
Market Capitalisation
£77.4m
Implied Dividend Yield
6.49%
Inception to date NAV Total Return
3
+380.8%
Look-Through NAV Breakdown as at 31 December 2025
assumingfullyeardividendof9.06pand31December
2025sharepriceof139.5p
FTSESmallCap(ex-IC)+10.9%
FTSEAIMAll-Share+8.5%
FTSESmallCap(ex-IC)+230.6%
FTSEAIMAll-Share-15.4%
Ordinary Shares Total Value (£m) NAV/pence per % of NAV
Ordinary Share
Investment Portfolio
Quoted investments
AdvancedAdvT 28.4 51.2 19.6%
InvestAccGroup 40.9 73.6 28.3%
MACAlpha 1.4 2.5 1.0%
MarwynAcquisitionCompanyIII 5.9 10.6 4.1%
ZegonaCommunications 50.3 90.7 34.8%
450 3.8 6.9 2.6%
Unquoted investments
LeChameau 19.4 35.0 13.4%
Palmer 9.3 16.7 6.4%
Total Value 159.4 287.2 110.2%
Cash 1.7 3.1 1.2%
Otherassets/liabilities (16.4) (29.6) (11.4)%
Net Asset Value 144.6 260.6 100.0%
Total Capital Returns and Distributions
Since Inception
Ordinary Shares Realisation Classes Combined
Dividends
and
buybacks
£73.3m
Dividends
and
buybacks
£73.3m
Capital
returns
£25.9m
Capital
returns
£42.3m
Total
distributions
£99.2m
Total
since
inception
£115.6m
Total Capital
returns
£16.4m
Capital Returns and Distributions
The Company distributes capital to shareholders through a range of methods, which are discussed further in
the section ‘Distributions and Discount Management’, beginning on page 34.
Realisation Shares
Realisation
Class
2016
2021
MVIR
MVR2
Ticker
-6.5%
+28.8%
Period
TSR
+203.3%
+344.7%
Inception to
date TSR
+4.3%
+64.7%
TSR from
creation of
Class
400.4p
292.8p
Nav
per
share
£2.7m
£1.1m
Net
Assets
89.4%
0.0%
NAV
distributed
SINCE INCEPTION
4 5
6
7
8
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Report of the Chairman
As we have consistently emphasised, Marwyn’s
approach is long-term and operationally focused.
We believe the portfolio is positioned to continue
generating material NAV growth, supported by
multiple value creation levers across our
underlying businesses.
Portfolio Progress and Performance
The Company’s portfolio is now composed of five
operating businesses across a diverse range of
sectors, each progressing against clearly defined
strategies. The continued strong performance of
Zegona, InvestAcc Group and AdvancedAdvT—our
three listed operational holdings—has been the key
driver of NAV growth over the period, reflecting both
improved operating performance and increasing
market recognition.
Zegona executed on its value creation plan following
the acquisition of Vodafone Spain, advancing two
fibre network company transactions and initiating
a capital allocation programme, including a special
dividend, a substantial share consolidation, buyback
and deleveraging.
InvestAcc completed the AJ Bell Platinum Self
Invested Pension Scheme and Small Self-
Administered Scheme book acquisition in November
2025, adding c. £10 million of high quality recurring
revenue, taking Assets under Administration to
£9+ billion and the customer base to c. 18,000,
along with delivering organic revenue growth of 28%.
AdvancedAdvT delivered robust top line growth
and margin progression, with recurring revenue
of c.80% and significant Adjusted EBITDA growth,
supported by targeted bolt on M&A and operational
improvements.
Across the private businesses, Palmer has continued
to develop its private capital servicing platform
and has expanded regulatory and operational
capability, while Le Chameau has progressed its
strategic initiatives and brand elevating partnerships
(including Loro Piana and CHANEL J12 Boat Race)
as it approaches its centenary in 2027. While Le
Chameau’s sector multiples have compressed,
we remain encouraged by the strength in its core
product mix, gross margin resilience and growth
potential.
In addition, MAC Alpha announced the appointment
of Avril Palmer-Baunack as Chairman in October
2025. Avril previously partnered with Marwyn to
acquire BCA Marketplace and we are delighted to
welcome her back into the Marwyn fold, representing
the return of another proven Management Partner.
Further detail on each company is provided in the
CIO’s report included within this Annual Report.
2025 Results & Share Price Performance
For the twelve months to 31 December 2025, the
ordinary shares delivered a NAV Total Return of
+35.4% and a Share Price Total Return of +63.6%,
outperforming both the FTSE SmallCap (ex IC)
(+10.9%) and FTSE AIM All Share (+8.5%) over the year.
This performance also continues the strong multi-
year trajectory: over three years the Company has
delivered a NAV Total Return of +69.9%, and over
five years a NAV Total Return of +104.4%.
Shareholder Distributions and Discount
The Board recognises the importance many
shareholders place on a regular and predictable
dividend. The Company paid interim dividends
of 2.265p per ordinary share in February, May,
August and November 2025, maintaining the annual
dividend at 9.06p per share; dividends continued
in 2026 with a further 2.265p payment made in
February 2026. Based on the year-end share price,
the annual dividend of 9.06p equates to an implied
dividend yield of 6.5%.
As is common across listed investment companies,
the Company’s shares have traded at a discount to
NAV. In addition to the ordinary share distribution
policy and the realisation class mechanism, more
fully described in the ‘Distributions and Discount
Management’ section of these financial statements,
the Board and the Manager continue to consider
a range of options intended to support long-term
discount management. We remain focused on
measures that are sustainable and economically
efficient for shareholders as a whole without
prejudicing investment performance.
For realisation share class distributions, we remain
committed to ensuring that distributions are
executed in an economically efficient way for all
shareholders. As such, distributions to realisation
shareholders will be made on exit events where
proceeds are sufficient to enable an economically
efficient distribution.
The next realisation share conversion opportunity
will be available to ordinary shareholders in
November 2026.
Shareholder Composition and Engagement
We continued our proactive engagement with
shareholders throughout the year, holding a broad
set of meetings and providing weekly NAV updates
with look through portfolio detail. We welcome the
continued alignment from the Manager:
James Corsellis (CIO) remains one of the Company’s
largest shareholders, holding over 12% of the
Company’s voting rights as at 31 December 2025.
As always, we encourage investors to reach out
with any questions, and Scott Danks at the Manager
(scottdanks@marwyn.com) remains available
as a direct point of contact.
Outlook
After many years of building and refining the
portfolio, we believe the Company has entered
a particularly attractive phase of its lifecycle.
The value creation plans across our operational
portfolio companies are progressing strongly, and
the operational and strategic milestones delivered
over the last 12–18 months give us confidence on
the portfolio’s ability to deliver further NAV growth.
The investment performance of the Portfolio
Companies is not expected to be materially affected
by the current adverse macro-economic headwinds.
With a well-balanced portfolio, proven Management
Partners, and a strategy built on patient, disciplined
capital allocation, the Company is well positioned to
continue delivering for shareholders.
On behalf of the Board, I would like to thank you for
your continued trust and investment in the Company.
Robert Ware
Chairman
29 April 2026
Dear Shareholders,
I am pleased to present the audited Annual Report and Financial Statements of
Marwyn Value Investors Limited for the year ended 31 December 2025.
This has been a standout year for the Company, reflecting the quality of the portfolio that
has been built over recent years and the momentum now evident across our three listed
operational holdings. The Company’s ordinary shares delivered a NAV Total Return of +35.4%
and a Share Price Total Return of +63.6% over the year, with annual dividends maintained
at 9.06p per share.
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Report of the Manager
James Corsellis
Chief Investment Officer
James co-founded Marwyn in 2005 and 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 Chairman of Entertainment One and director
of BCA Marketplace Limited, Advanced Computer Software, Breedon Aggregates
amongst other Marwyn portfolio companies and previously served as CEO of icollector
Plc from 1994-2001. James was educated at Oxford Brookes University, the Sorbonne
and London University.
Antoinette Vanderpuije
Chief Financial Officer and Chief Operating Officer
Antoinette joined Marwyn in 2007 and leads the finance, markets and regulation
team. She has extensive M&A and investment experience with a particular focus on
transaction tax structuring and incentive planning. Antoinette previously worked in
the finance team at Arcadia Group and prior to that with Bourner Bullock Chartered
Accountants. She is a Chartered Accountant, a Chartered Tax Advisor and holds a
BA from University College London.
Tom Basset
Investment Partner
Tom joined Marwyn in 2010 from the private equity transaction services group at
Deloitte. He leads the investment team where he is involved in the origination and
assessment of new investment opportunities, transaction execution, coordinating
capital market and M&A processes and providing strategic support to portfolio
company management teams. Tom is a Chartered Accountant and graduated from
Durham University with a BA (Hons) in Economics.
Our History
We have been creating and
implementing our investment strategy
across a range of sectors in public
markets for over 20 years. Our model is
to partner with outstanding executives
and management teams who share our
vision. These Management Partners
are vital from the beginning, playing a
major role in identifying opportunities,
conducting thorough due diligence, and
the active execution of strategic plans,
often taking on key positions such as
Chairman or CEO. The success of our
previous investments has been based
on this partnership model.
Our Team
Based in London and Jersey with a staff
of 15, the Marwyn team brings together
diverse experience and skills in areas
including investment, corporate finance,
operational and transactional expertise
to help execute our strategy and support
our investee companies.
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Simon Vivian
Materials
Robert Samuelson
TOTAL
The table below shows the equity profits made by a selection of these. These numbers represent the total equity
received from all investors in these companies over their lifetime, including after we have sold our major positions.
The returns are calculated based on either the offer price at the time of the company’s full sale or the current share
price as of 31 March 2026 for those 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 £730m £1,157m 58%
ZEG Aug-15 Eamonn O’Hare Telecoms £652m £4,770m 632%
AdvT Aug-23 Vin Murria Computer software £139m £225m 62%
ACS Aug-08 Vin Murria Computer software £126m £725m 477%
COT Nov-06 Computer software £117m £130m 11%
INP Oct-05 Testing & Inspection £116m £229m 97%
INAC Oct-24 Mark Hodges Pension Administration £50m £83m 66%
TLS Jun-05 Nick Harding Leisure £48m £128m 170%
MLO Oct-07 Training £44m £98m 121%
ZTR Apr-05 Ian Blackburn Confectionery £35m £41m 15%
£4.0bn £12.5bn 212%
COMPANY TICKER ACQUISITION
DATE
MANAGEMENT
PARTNER(S)
SECTOR TOTAL EQUITY
INVESTED
TOTAL EQUITY
VALUE
% EQUITY
RETURNS
9
TotalEquityInvestedforZegonaCommunicationsdoesnotincludeanyequityissuedinrespectofthe‘VodafoneFinancing’,
asdescribedinZegona’sannouncementon13October2023,astheseshareshavebeenredeemedinfull.
* Denotes current portfolio asset
9
*
*
Since 2005, Marwyn has created many
of the UK’s most successful public companies.
*
Keith Tozzi
Keith Tozzi
Mark Silver
Hugh Aldous
Adrian Carey
Fiona Begley
Report of the Manager
Track Record
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Report of the Manager
Chief Investment Officer’s
Investment Commentary and Outlook
Dear fellow Shareholders,
2025 has been a highly significant year for the
Company, with strong performance reflecting both
the progress made across our operating portfolio and
increasing market recognition of that progress. The
Company delivered a NAV Total Return of +35.4% for
the 12 months ended 31 December 2025, with 3 and
5 year NAV TR performance at +69.9% and +104.4%
respectively. These are the outcomes we seek: long-
term, compounding value from businesses whose
strategic levers we understand and influence.
Market Outlook and MVI Prospects
Global economic and geopolitical conditions remained
turbulent through 2025 and into early 2026. Trade
policy uncertainty increased, and sentiment toward
artificial intelligence produced real swings in public
markets. We kept a tight focus on risk and portfolio
monitoring throughout.
Trading across the portfolio held up well.
AdvancedAdvT, InvestAcc and Palmer each run on
high levels of recurring revenues — software licences,
pension administration fees and fund services retainers
— which gives the Company a stable base that is largely
insulated from short-term macro noise. Zegona has
continued to perform strongly, with operating cash
flow compounding materially since the acquisition of
Vodafone Spain and the business tracking well ahead
of its original plan. Le Chameau continues to execute
its brand elevation strategy ahead of its centenary year
in 2027.
Artificial intelligence remains an important driver
of market narratives around software businesses,
shaped by changing views of its impact. In our
portfolio, AdvancedAdvT is most directly exposed to
AI-driven sentiment (and potential product disruption).
AdvT management’s view, set out in more detail in
the Investment Portfolio section, is that AI is both
an opportunity and a risk for the platform: it raises
productivity and expands addressable markets. Our
assessment, supported by operational evidence directly
from AdvT, is their mission-critical vertical software is
not materially threatened by current AI capabilities,
whilst the January 2026 acquisition of the MatchingCore
intellectual property is a concrete example of AdvT
investing to capture that opportunity. Short-term
valuations will continue to move with sentiment.
Our conviction is that long-term value will be driven by
earnings growth and disciplined capital allocation, not
by the month’s prevailing narrative.
The people we back matter as much as the businesses.
Eamonn O’Hare and Robert Samuelson at Zegona,
Mark Hodges and Will Self at InvestAcc, and Vin
Murria OBE at AdvancedAdvT are among the most
experienced operators in their respective sectors, with
track records of value creation through prior Marwyn
vehicles and beyond. Waheed Alli at Le Chameau and
Martin Schnaier at Palmer are building businesses with
long runways ahead. That depth of partnership, on top
of the recurring-revenue foundation across most of the
portfolio, is why I expect MVI to keep delivering NAV
growth and sustainable returns through whatever the
next 12–24 months bring.
Investment Commentary
The Investment Portfolio section covers each holding in
detail. A summary of the key developments across the
principal positions is below.
Zegona
Since completing the acquisition of Vodafone Spain in
May 2024 at 3.9x EV/EBITDAaL, Zegona has executed
at pace on three fronts. First, revenue stabilisation:
+29k broadband and +26k contract mobile lines
added across the last three quarters of FY25, reversing
years of decline. Second, efficiency: organisational
simplification and cost actions lifted the EBITDAaL
margin from 34% to 37% and the cashflow margin
from 18% to 23%. Third, infrastructure monetisation,
through two FibreCo joint ventures — PremiumFiber
with MasOrange (GIC taking c.25%) and FiberPass with
Telefónica (AXA IM Alts taking c.40%). In 2025 Zegona
commenced its capital allocation programme —
a €1.4 billion special dividend, a c.69% reduction in
share count through the cancellation of c.523 million
shares, a €200 million buyback, and €200 million
of debt reduction — while continuing to push on
operations. There is still room for operating cash flow
to expand, and further value to come from network
partnerships and wholesale.
InvestAcc
2025 was the year InvestAcc moved from a platform
to a scaled consolidator. Completing the AJ Bell
Platinum SIPP & SSAS book in November 2025 added
around 3,400 customers and £10 million of recurring
revenue, taking AuA above £9 billion across c.18,000
accounts and strengthening the Group’s lead in “full”
SIPP administration. The Kartesia relationship provides
additional M&A capacity. Underlying trading was
strong: organic revenue growth of 28%, Trading EBITDA
up 62% to £6.9 million at margins above 40%, and AuA
+82% year-on-year. We remain confident in the three-
year plan to reach £20 million+ of EBITDA, supported
by disciplined execution and a visible pipeline.
AdvancedAdvT
AdvT reported revenue of c.£53 million for the
period to 28 February 2026, a 22% increase on the
prior year, with recurring revenue at around 80%
and Adjusted EBITDA of not less than £14.4 million
(FY25 £11.3 million) at an Adjusted EBITDA margin
above 27%. The improvement reflects operating
gains, the SaaS mix shift, and nine acquisitions
completed since July 2023 (c.£45 million deployed
net of cash acquired) — most recently the bolt-ons
of Celaton, GOSS and HFX, and, post period, the
MatchingCore intellectual property in January 2026.
With c.£96 million of cash on the balance sheet as
at 28 February 2026, AdvT has the capacity to keep
executing accretive M&A. The £10 million buyback
programme launched in March 2026 is, in my view,
a clear signal from management that the current
price does not reflect the underlying value of the
software businesses. The strategy is straightforward:
operational excellence and targeted acquisitions to
compound recurring revenue and margins.
Le Chameau
The five-year centenary plan continues to progress.
FY25 revenue was £18.5 million, with the range
focused on premium products, direct-to-consumer
now 33% (£5.0 million) of continuing lines revenue,
and gross margin of 67.8%. Strategic collaborations
(for example Loro Piana and the CHANEL J12 Boat
Race) are lifting brand equity ahead of 2027. During
2025 Le Chameau also separated from its previous
strategic partner to re-establish as a standalone
business and moved its direct-to-consumer
operation onto Shopify in time for the centenary.
Luxury sector multiples eased in 2025 on softer
demand and tariff effects, and our valuation reflects
that. Our view remains that product quality, margin
discipline and brand elevation are the right drivers of
long-term shareholder value.
Palmer
Palmer continues to build out its private capital
servicing platform, expanding regulatory coverage
and investing in its team and infrastructure to
support pipeline conversion, consistent with the
“better-by-design” strategy established at launch.
With all significant regulatory approvals now
received, most recently Luxembourg CSSF clearance
in June 2025, a larger prospective client pipeline has
been unlocked. Effective 1 January 2025, Palmer also
took over the administration of the Marwyn Funds
across both listed and private vehicles, providing
external validation of the platform’s operational
capabilities.
Acquisition companies (MAC III, MAC Alpha, 450)
We retain optionality through the listed acquisition
vehicles. MAC Alpha appointed Avril Palmer-Baunack
as Chair in 2025, which widens the origination
reach. MAC III and Palmer mutually agreed to
stop discussions on a potential combination given
Palmer’s commercial progress and its focus on
organic growth; the vehicle continues to consider
other transactions. 450 plc is still in discussion with
Silvercloud Holdings on a potential acquisition.
With Le Chameau’s 2027 centenary approaching,
the 450 Board concluded that any transaction
would be better pursued as a private company so
that Le Chameau’s management can stay focused
on the business. 450 accordingly cancelled its AIM
admission in April 2026.
Capital Allocation and Distributions
Our priority remains compounding NAV where
we see a defined route to value creation, while
maintaining a regular dividend. The ordinary share
dividend was held at 9.06p for the year. Since
inception, combined distributions across ordinary
and realisation shares total £115.6 million, including
the ordinary dividend paid in February 2026. I see
significant further upside in the portfolio companies,
and my conviction is reflected in the additional
ordinary shares I bought over the year.
Outlook
The portfolio now consists of operating businesses
with several clear value drivers. Zegona’s operational
improvements and potential for re-rating, InvestAcc’s
consolidation strategy and platform scaling, and
AdvancedAdvT’s operating momentum and M&A
capacity each offer room for further NAV growth,
whilst the businesses being built at Palmer and
Le Chameau offer longer-term growth potential.
We will remain disciplined with capital and focused
on long-term value, and will continue to back the
Management Partners running these businesses.
Thank you for your continued support, and thank
you to the Board of MVIL for its stewardship.
Yours sincerely,
James Corsellis
Chief Investment Officer
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Investment Portfolio
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.90
£1.27
£0.87
% of share class NAV
34.8%
31.8%
29.8%
Zegona Communications Plc Telecoms www.zegonacommunications.com
As at 31 December 2025
Management Partners
Eamonn O’Hare
Eamonn has spent over two decades as a board member
and senior executive of some of the world’s fastest growing
consumer and technology businesses. Former CFO and
main board director of the UK’s leading entertainment and
communications business, Virgin Media, Eamonn helped lead
the successful transformation of this business and its strategic
sale to Liberty Global for US$24 billion, crystallising US$14
billion of incremental shareholder value.
Robert Samuelson
Robert was Executive Director, Group Strategy of Virgin
Media from 2011 to 2014, during which time he was centrally
involved in the sale of the business to Liberty Global
and in the post-merger integration process. Prior to this,
Robert was a managing partner at Virgin Group with global
responsibility for developing and realising returns from Virgin’s
telecommunications and media businesses. His early career
was spent with British Aerospace and Royal Ordnance in
engineering and production management roles.
Background
Zegona was launched as a Marwyn vehicle in March 2015
with a ‘Buy-Fix-Sell’ strategy within the European TMT sector.
Zegona’s first buy-fix-sell asset, Telecable, was acquired in
August 2015 and sold to Euskaltel in July 2017 with Zegona
retaining a 15% stake in Euskaltel (later increased to 20%).
Zegona returned 98% of its share of proceeds to investors
from the sale of Euskaltel in 2021 via a tender offer. Announced
in October 2023 and completing in May 2024, Zegona acquired
Vodafone Spain within the European TMT sector.
Value Creation Opportunity
The acquisition of Vodafone Spain was completed at
3.9x EV/EBITDAaL, representing a discount to European
telecommunications peers, with three key value drivers:
• Revenue stabilisation through customer growth
initiatives
• Efficiency improvements by reducing complexity
• Infrastructure monetisation via FibreCo transactions
Acquisition of Vodafone Spain
The €5.0 billion acquisition of Vodafone Spain completed in
May 2024, financed through vendor preference shares, €3.9
billion debt facilities, and a €300 million equity placement in
November 2023. The Marwyn Funds invested £7.845 million
at £1.50 per share in the equity placement, with Zegona’s
share price increasing to £13.95 as at 31 December 2025,
representing a return of 830% and has since gone up further
in 2026.
Performance
The interim results for the 6 month period ended 30
September 2025 detailed a number of significant operational
and financial improvements delivered in the underlying
business:
• Customer growth achieved through new product
propositions, new branding for the low-cost offering
(Lowi), churn reduction and insourced customer
relations platform with +29k broadband and +26k
contract mobile lines in the last three quarters of FY25
(reversing years of decline)
• EBITDAaL margin increased from 34% (FY25) to 37%
through the rationalisation of network assets/leases,
IT system consolidation and contract negotiations
• Cashflow margin increased to 23% (FY25: 18%)
FibreCo Monetisation
Zegona has made significant progress executing its fibre
monetisation and capital return strategy. The PremiumFiber
FibreCo transaction with MasOrange delivered €1.4 billion of
upfront proceeds following GIC’s acquisition of a ~25% stake,
while the FiberPass FibreCo with Telefónica has delivered
€0.4 billion of upfront proceeds with AXA IM Alts acquiring
~40%. As a result, Zegona has initiated its capital allocation
plan, including a €1.4 billion special dividend (paid in January
2026), the cancellation of 523 million shares resulting in a
c.69% reduction in share count, and the commencement
of a €200 million share buyback programme. In parallel,
€200 million has been allocated to debt reduction and
management have restated their continued focus on
delivering operational improvements.
ZEGONA
|
INVESTACC
|
ADVANCEDADVT
|
LE CHAMEAU
|
PALMER
|
450
|
ACQUISITION COMPANIES ZEGONA
|
INVESTACC
|
ADVANCEDADVT
|
LE CHAMEAU
|
PALMER
|
450
|
ACQUISITION COMPANIES
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Investment Portfolio
InvestAcc Group Limited Financial Services www.investaccgroup.com
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.73
-
£0.71
% of share class NAV
28.3%
-
24.4%
As at 31 December 2025
Management Partners
Mark Hodges
Mark Hodges has over 30 years’ experience across the
financial services and consumer sectors, including extensive
FTSE 100 board experience with Centrica plc and Aviva plc.
As former CEO of ReAssure, Mark led the business through
the £425 million acquisition of Quilter’s UK Heritage business
and oversaw the sale of Reassure to Phoenix Group Holdings
in 2020 for £3.25 billion. At the time of the sale, ReAssure had
approximately £80 billion of assets under administration, 4
million customers and approximately 2,500 employees.
Will Self
Will Self has over 20 years of cross-functional experience
leading financial brands in the UK, including driving M&A
and has held CEO positions at Curtis Banks Group PLC, a
leading UK pension provider, offering a range of SIPP and
SSAS solutions for individuals and businesses and Suffolk
Life, a division of Legal & General, as well as holding the Chief
Commercial Officer role at Cofunds, a sister company within
Legal & General. Will also holds a variety of non-executive
roles, including positions with a number of charities and as
chair on the FCA’s Smaller Business Practitioners Panel.
Value Creation Opportunity
• Platform acquisition of InvestAcc completed October
2024, establishing presence in £500 billion UK SIPP
market
• Consolidation strategy targeting full SIPP administrators
with 30%+ EBITDA margins and 90%+ customer
retention
• Pipeline of high quality acquisitions with a clear path to
delivering £20 million+ EBITDA over the next 3 years
Platform Acquisition
InvestAcc acquired its platform business in October 2024 for
an enterprise value of £36 million. The acquired InvestAcc
business is a pension services provider with 94% customer
service scores and winner of multiple best SIPP provider
and best pension service awards, including the Defaqto Gold
Award for Pension Service 2025 and Best SIPP Provider at
the Money Marketing Awards for the sixth time.
Financial Performance
For the 12 months to December 2025, InvestAcc delivered:
• Revenue growth: 43% to £15.0 million (organic growth
of 28%)
• Trading EBITDA growth: 62.2% to £6.9 million with
margins maintained above 40%
• 47% increase from the prior year in the number of SIPP
and SSASs to 18,329
• Pension scheme Assets under Administration grew by
81.6% to £9.8 billion
Strategic Progress
In November 2025, InvestAcc announced the completion
of the AJ Bell Platinum SIPP and SSAS business acquisition,
adding £10 million of high-quality recurring revenue and
driving AuA to over £9 billion across 18,000+ accounts and
welcoming 3,400 new customers. The acquisition represents a
material increase in the scale of the group across geographical
location and customer base and marks a significant milestone
in their journey to build the UK’s leading pension specialist.
Strategic progress of the combined business has included
a completed IT platform upgrade, a new Treasury Function
and a successful fee review. The progress made to date has
strengthened InvestAcc’s position as a market leader in full
SIPP administration with multiple recognitions at key industry
awards.
Financing and Support
The AJ Bell acquisition was financed through a committed
facility from Kartesia. Marwyn has entered a three-year
lock-up agreement for 12.4 million shares (25% of share
capital), demonstrating long-term commitment to the
consolidation strategy.
ZEGONA
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INVESTACC
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ADVANCEDADVT
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LE CHAMEAU
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PALMER
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450
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ACQUISITION COMPANIES ZEGONA
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INVESTACC
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ADVANCEDADVT
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450
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Investment Portfolio
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.51
-
£0.50
% of share class NAV
19.6%
-
16.9%
AdvancedAdvT Limited Digital, Software and Services www.advancedadvt.com
As at 31 December 2025
Management Partner
Vin Murria
Vin Murria OBE is a highly experienced executive and has
operated and/or advised public companies for over 30 years.
Vin was the founder and Chief Executive Officer of Advanced
Computer Software, a previous Marwyn vehicle, from 2008
until 2015 and built the business organically and through
acquisition from an initial cash shell to an enterprise value
of £750 million on sale to Vista Equity Partners, delivering
shareholder returns of almost 1,100 per cent, to those
invested in the initial shell. The business was named UK Tech
Company of the Year (2014) having grown to be the 3rd largest
UK headquartered software business. Prior to Advanced
Computer Software, Vin was founder and Chief Executive
Officer of Computer Software Group plc from 2002 until
2007, which included a merger with IRIS Software, and exit to
Hellman and Friedman at a £500 million valuation. Prior to this
Vin was the COO of Kewill Systems Plc (subsequently known as
BluJay Solutions).
Vin is also a non-executive director of FTSE 100 Bunzl plc, the
international distribution and services group.
Vin holds a bachelor’s degree in Computer Science, an MBA
and a Doctorate in Business Administration (Hon). Vin was
awarded an OBE 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
• Since July 2023, AdvancedAdvT has completed nine
acquisitions, deploying ~£45 million net of cash acquires
to build a resilient, market-leading platform of mission-
critical software solutions.
• AdvancedAdvT now consists of two divisions – Business
Solutions and Human Capital Management, sectors
where digital transformation and automation are
accelerating
• As at 28 February 2026, the company maintained
balance sheet cash of £96 million, providing substantial
capacity for further acquisitions.
Overview
AdvancedAdvT raised £130 million in March 2021 to execute its
buy-and-build strategy in the software sector. The company
acquired five businesses from Capita plc in August 2023
for £33 million, establishing its platform in mission-critical
business and resource management software.
Strategic Acquisitions
Following the Capita platform acquisition, AdvancedAdvT has
completed three bolt-on acquisitions totalling £17.2 million:
• Celaton (May 2024): £4.8 million net consideration -
intelligent document processing platform
• HFX (May 2025): £5.3 million net consideration -
workforce management SaaS platform
• GOSS Technology (May 2025): £7.1 million net
consideration - digital transformation platform for
public sector
In January 2026, AdvancedAdvT also completed the acquisition
of the MatchingCore intellectual property for professional
services, a leading AI-driven resource optimisation technology.
This strategic move is expected to accelerate the development
of advanced AI functionality within their Retain platform and
expand their total addressable market and applicability in
professional services.
Financial Performance
In February 2026, AdvancedAdvT reported that full year
trading to 28 February 2026 was expected to be ahead of
market expectations:
• Revenue of c.£53 million (FY25 £43.3 million)
• Adjusted EBITDA not less than £14.4 million
(FY25 £11.3 million)
• Adjusted EBITDA margin of over 27%
• Recurring revenue of c.80%
The AdvancedAdvT results reflect sustained momentum
across all operating units and driven by continued operational
efficiencies, customer growth, and successful contract wins &
renewals. AdvancedAdvT’s refreshed go-to market strategies,
growth in SaaS and cloud offerings along with margin
expansion, Azure migration and improved post-acquisition
integration are also key performance drivers.
AdvancedAdvT has noted recent market reaction to the
perceived impact of AI on SaaS businesses, commenting that
AI introduces opportunities as well as risks. Management
believe that for AdvancedAdvT and the end markets it
operates in, AI has the potential to act as an amplifier of
the company’s platform value, enhancing productivity and
expanding addressable markets.
Buyback
On 4 March 2026, AdvancedAdvT announced the
commencement of a share buyback programme of up to £10
million ordinary shares, with the board commenting that it
believes the current market price to significantly undervalue
the business’s software operations. It was also announced
that the board is further considering a substantial return of
capital potentially via a tender offer and will continue to assess
options available regarding optimal capital allocation in the
current market environment.
ZEGONA
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ADVANCEDADVT
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450
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Management Partner
Waheed Alli, Chair
Waheed Alli was appointed as Chair of Silvercloud Holdings
Limited and Le Chameau Holdings Limited in August 2023.
Waheed has over 30 years’ experience across the retail, media,
entertainment and technology sectors, having launched
and grown a number of highly successful private and public
businesses in his career.
In addition to his success in the media and entertainment
space, Waheed brings a wealth of experience in consumer
and luxury brands and was the Chair of ASOS plc from its
AIM IPO in 2001 with a market capitalisation of £12.3 million,
overseeing growth and transformation of the business, with
its market capitalisation reaching £1.9 billion in 2012 when
he left the board.
Waheed Alli has served as a member of the House of Lords
since 1998.
Value Creation Opportunity
• Five-year plan targeting 2027 centenary to drive brand
elevation and market expansion
• Focus on hero products with higher gross margins and
direct-to-consumer growth
• Strategic collaborations with luxury brands to enhance
brand positioning
• Broaden retail footprint with existing country retailers
and expand into new retailers across UK and Europe
Overview
Le Chameau was founded in 1927 in Cherbourg, France,
specialising in handmade rubber boots. The company has
grown revenue from £12.2 million in FY20 to £18.5 million in
FY25, representing 48% growth over five years. Gross margins
improved from 47% to 67.8% through SKU rationalisation to
focus on higher-margin premium products, price increases
and manufacturing efficiencies.
Investment Portfolio
Silvercloud Holdings Limited - Le Chameau Luxury Goods www.lechameau.com
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.35
£2.09
£0.30
% of share class NAV
13.4%
52.2%
10.1%
Financial Performance
For FY25 (year ended 31 March 2025):
• Total revenue: £18.5 million
• Continuing lines revenue: £15.0 million
• Direct-to-consumer sales: 33% of revenue (£5.0 million)
• Gross margin: 67.8%
Strategic Progress
The Five Year Centenary strategy under Waheed Alli’s
leadership has completed three phases to date:
• Phase 1 - Optimise: SKU rationalisation focusing on core
products, manufacturing improvements, and enhanced
inventory planning
• Phase 2 - Elevate: Secured Loro Piana collaboration for
Autumn/Winter 2025 collection and multi-year partnership
as Official Wellington Boot Supplier to the CHANEL J12
Boat Race
• Phase 3 - Consolidate: Separation from strategic partner
to re-establish standalone business and position for
future growth; D2C re-platform to Shopify to improve
traffic, conversion and targeting efficiency; and optimise
cost base with focus on operating margin enhancement,
building on prior gross margin improvements
With comparable multiples and valuations contracting amid a
tougher market backdrop, most notably softer luxury sentiment
and the impact of tariffs, these movements have been reflected
in the Le Chameau valuation, resulting in a reduction in carrying
value in the year. Notwithstanding this, Le Chameau’s brand-
specific growth initiatives continue to progress as the business
approaches its centenary year in 2027.
In October 2025, 450 announced it had signed non-binding
Heads of Terms regarding a potential transaction with
Silvercloud. Further details are provided in the ‘450’
section below.
As at 31 December 2025
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Overview
In May 2023, the Marwyn Funds invested £8 million into
Palmer (of which approximately £6.2 million was attributable
to MVIL’s ordinary share class), with Palmer commencing the
necessary regulatory approval processes in order for the
company to conduct its business across key territories. Palmer
has now received regulatory clearances from all of its main
jurisdictions, notably in Jersey, the UK (HMRC and FCA), and
most recently Luxembourg (CSSF) in June 2025, which has
allowed Palmer to unlock a larger prospective client pipeline.
Palmer’s expanding team has hit the ground running,
establishing operations and winning new clients in its London,
Luxembourg, Jersey and Madrid hubs, including through the
launch of its loan agency business in Spain in 2024.
Over the course of 2025, the business has further secured
multiple fund administration and loan agency clients with
a continued and active near term pipeline. Palmer is now
making substantial investment in team infrastructure across
jurisdictions to support client delivery as its pipeline converts
into revenue.
Palmer’s core data platform implementation is now largely
complete, with all system architecture now operational
and compliant with regulatory standards. The platform is
designed to integrate seamlessly with clients’ internal data
and reporting systems, while automating manual processes
to create a more scalable, technology-led service model than
competitors.
Effective 1 January 2025, Palmer took over the administration
roles for the Marwyn Funds. As the administration of the
Marwyn Funds includes both listed and private vehicles across
a number of jurisdictions, this work further validates the
operational capabilities of Palmer.
In March 2026, Palmer’s discussions with MAC III regarding a
potential combination were terminated by mutual agreement.
Further details are provided in the MAC III section below.
Investment Portfolio
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.17
-
-
% of share class NAV
6.4%
-
-
Palmer Private Capital Servicing www.palmerfs.com
As at 31 December 2025
Management Partners
Palmer’s management team comprises Martin Schnaier,
James Ireland, James Bermingham, Jason Bingham, and
Phil Godley who have all previously worked in senior
leadership roles at Sanne Group plc, a former FTSE 250
company that was taken private by Apex Group for
£1.5 billion in August 2022.
At completion of the acquisition, Sanne employed over
2,500 people located in 23 offices across North America,
EMEA and Asia Pacific. The founding team worked closely in
various capacities during their tenures at Sanne, which saw
the business grow from a small, private company to a major
international public company.
Value Creation Opportunity
Palmer was established to take advantage of the opportunity
to provide a differentiated business proposition in the private
capital servicing sector, considering both organic and inorganic
growth opportunities.
This is supported by a backdrop of a number of sector
tailwinds, expected to include:
• Opportunity to build an innovative private capital
service model free from the constraint of legacy systems
• Market growth driven by increasing regulatory burden
and associated growth in cost of compliance
• Growth to date of alternative asset classes and forecast
continuation of AUM growth
• Low levels of service penetration in two of the three
largest markets globally
• Client demands for increased levels of tech-enabled
services
• Defendable contracts with high switching costs
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Investment Portfolio
Management Partner
Waheed Alli
Waheed has over 30 years’ experience across the retail, media,
entertainment and technology sectors, having launched
and grown a number of highly successful private and public
businesses in his career.
Waheed co-founded TV production companies Planet 24 and
Shine, was Chair of production company Chorion plc, including
during its time as a listed business between 2003 and 2006
delivering share price growth of over 275%, and was also
Founder and CEO of Silvergate Media, ultimately sold to
Sony in 2019.
Value Creation Opportunity and Overview
In connection with the appointment of Waheed Alli as Chair
in November 2022 and following shareholder approval at the
company’s AGM in December 2022, the strategy of 450 plc was
amended to focus on acquisition opportunities arising within
the traditional and digital creative industries encompassing
the content, media and technology sectors. In December 2024,
this was expanded to include opportunities in e-commerce
and retail. 450 plc will consider the acquisition of private
companies and public offers for, and mergers with, existing
listed businesses, in the UK and internationally.
In October 2025, 450 announced it had signed non-binding
Heads of Terms regarding a potential transaction with
Silvercloud, which owns the majority interest in Le Chameau
Holdings Limited.
The 450 Board continues to progress discussions with
Silvercloud Holdings Limited regarding a possible combination.
However, with Le Chameau approaching its Centenary year in
2027, a pivotal milestone for the business, the 450 Board has
determined that the potential transaction, were it to complete,
would be better progressed as a private company. This would
ensure that Le Chameau’s management and resources remain
wholly focused on the opportunity ahead. Accordingly, 450
cancelled its AIM admission on 8 April 2026.
450 plc Content, Media, Technology www.450plc.com
Cash held
Acquisition target size
Target sectors
Listing
£2.7m
Up to £500m
Content, Media, Technology, E-commerce & Retail
LSE AIM
As at 31 December 2025
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.07
-
£0.07
% of share class NAV
2.6%
-
2.3%
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Overview
The Manager launched MAC III in December 2020 as an LSE
Main Market listed acquisition company. £12.5 million was
invested by the Marwyn Funds into MAC III (of which £9.8
million was attributable to MVIL’s ordinary share class and
£0.06 million was attributable to MVIL’s 2021 realisation share
class). In July 2024, MAC III repurchased 5 million A Shares for
£5 million, leaving it with balance sheet cash of c.£5 million
which is considered sufficient for the company to continue to
pursue its stated investment strategy.
In April 2022 MAC III published a prospectus in relation to
a 12 month placing programme for a redeemable C share
class. The initial placing programme has subsequently been
terminated, saving on the legal and professional fees and
management time that would be incurred in its renewal
whilst the focus remains firmly on identifying the company’s
Management Partners and platform acquisition. MAC III will
be able to re-issue a prospectus to enable the company to
utilise a C share class at relatively short notice where deemed
appropriate by the Directors. It is expected that the ability
to issue C 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
III with a competitive advantage in securing and financing
attractive acquisition opportunities and bringing the best
executive management back to the UK public markets.
In March 2026, MAC III terminated by mutual consent its
discussions with Palmer regarding a possible combination.
Palmer continues to make significant commercial progress,
securing a number of material new client mandates and
delivering revenue growth across its operations in Jersey,
Luxembourg, Spain and the UK. Given this momentum
and Palmer’s focus on capitalising on its organic growth
opportunities, the near-term requirement for third-party
capital is limited. MAC III and Palmer’s management team
concluded that a public listing would be premature for
Palmer at this stage.
MAC III continues to pursue its stated strategy of identifying
and acquiring businesses positioned to benefit from structural
change driven by the ongoing acceleration of digitalisation
across a variety of sectors.
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.
In October 2025, MAC Alpha announced the appointment of
Avril Palmer-Baunack as Chairman. Avril previously partnered
with Marwyn to acquire BCA Marketplace plc, subsequently
sold to TDR Capital for an enterprise value of £2.1 billion in
2019. The investment scope of the vehicle remains broad
during the early stages of identifying and progressing
investment opportunities with Avril.
Acquisition Companies:
Marwyn Acquisition Company III Limited
MAC Alpha Limited
% of share class NAV
1.0%
-
-
NAV/share Contribution (£)
£0.03
-
-
Ordinary Shares
2016 Realisation Shares
2021 Realisation Shares
NAV/share Contribution (£)
£0.11
-
£0.10
% of share class NAV
4.1%
-
3.5%
Capital raised
Target sectors
(each to be refined on
the appointment of a
Management Partner
into the relevant
company)
£7.7m
Automotive & Transport
Clean Technology
Consumer & Luxury Goods
Banking & FinTech
Insurance, Reinsurance & InsurTech & Other
Vertical Marketplaces
Media & Entertainment
Healthcare & Diagnostics
B2B Services
LSE Main Market
£1.4m
Automotive & Transport
Business-to-Business Services
Clean Technology
Consumer & Luxury Goods
Financial Services, Banking & FinTech
Insurance, Reinsurance & InsurTech, & Other
Vertical Marketplaces
Healthcare & Diagnostics
Media & Technology
LSE Main Market
As at 31 December 2025
MAC III
MAC III MAC Alpha
MAC Alpha
Listing
Investment Portfolio
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Ordinary Shares
Allocation of NAV by company at 31 December 2025
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund
and MVI II LP, the Company’s total NAV attributable to ordinary shareholders as at 31 December 2025 is broken down
as follows:
2016 Realisation Shares
Allocation of NAV by company at 31 December 2025
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,
the Company’s total NAV attributable to 2016 realisation shareholders as at 31 December 2025 is broken down
as follows:
Allocation of NAV by company at 31 March 2026
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,
the Company’s total NAV attributable to 2016 realisation shareholders as at 31 March 2026 is broken down
as follows:
Allocation of NAV by company at 31 March 2026
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund
and MVI II LP, the Company’s total NAV attributable to ordinary shareholders as at 31 March 2026 is broken down
as follows:
AllportfolioassetsareheldatfairvaluebytheMarwynFundsinaccordancewithInternationalFinancialReportingStandards.Where
there is no active market for a listed investment, or where the investment is unlisted, the valuation methodologies applied are fully
compliantwithInternationalPrivateEquityandVentureCapitalvaluationguidelinesasupdated.
Allocation of Net Asset Value
Quoted investments
ZegonaCommunications ZEG Telecoms 50.3 0.90 34.8% MVIIILP
InvestAccGroup INAC FinancialServices 40.9 0.73 28.3% MVIIILP
AdvancedAdvT ADVT Digital,SoftwareandServices 28.4 0.51 19.6% MVIIILP
MarwynAcquisitionCompanyIII MAC3 Various 5.9 0.11 4.1% MVIIILP
450 450 Content,Media,Technology 3.8 0.07 2.6% MVIIILP
MACAlpha MACA Various 1.4 0.03 1.0% MVIIILP
Unquoted investments
Silvercloud(LeChameau) Unlisted LuxuryGoods 19.4 0.35 13.4% MasterFund
Palmer Unlisted PrivateCapitalServicing 9.3 0.17 6.4% MVIIILP
Total value 159.4 2.87 110.2%
Cash 1.7 0.03 1.2% Various
Otherassets/liabilities (16.4) (0.29) (11.4)% Various
Net assets 144.6 2.61 100.0%
Quoted investments
ZegonaCommunications ZEG Telecoms 0.9 1.27 31.8% MasterFund
Unquoted investments
Silvercloud(LeChameau) Unlisted LuxuryGoods 1.4 2.09 52.2% MasterFund
Total value 2.3 3.36 84.0%
Cash 0.8 1.23 30.7% Various
Otherassets/liabilities (0.4) (0.59) (14.7)% Various
Net assets 2.7 4.00 100.0%
Quoted investments
ZegonaCommunications ZEG Telecoms 0.9 1.34 32.1% MasterFund
Unquoted investments
Silvercloud(LeChameau) Unlisted LuxuryGoods 1.4 2.09 50.0% MasterFund
Total value 2.3 3.43 82.1%
Cash 1.0 1.46 35.0% Various
Otherassets/liabilities (0.5) (0.71) (17.1)% Various
Net assets 2.9 4.18 100.0%
Quoted investments
ZegonaCommunications ZEG Telecoms 53.1 0.96 37.4% MVIIILP
InvestAccGroup INAC FinancialServices 36.2 0.65 25.5% MVIIILP
AdvancedAdvT ADVT Digital,SoftwareandServices 27.2 0.49 19.1% MVIIILP
MarwynAcquisitionCompanyIII MAC3 Various 4.4 0.08 3.1% MVIIILP
450 450 Content,Media,Technology 1.8 0.03 1.3% MVIIILP
MACAlpha MACA Various 1.4 0.03 1.0% MVIIILP
Unquoted investments
Silvercloud(LeChameau) Unlisted LuxuryGoods 20.8 0.38 14.8% MasterFund
Palmer Unlisted PrivateCapitalServicing 9.3 0.17 6.5% MVIIILP
Total value 154.2 2.78 108.7%
Cash 6.2 0.11 4.4% Various
Otherassets/liabilities (18.3) (0.33) (13.1)% Various
Net assets 142.1 2.56 100.0%
Cash is primarily held by the Master Fund.
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
450 plc cancelled its AIM admission on 8 April 2026.
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2021 Realisation Shares
Allocation of NAV by company at 31 December 2025
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,
the Company’s total NAV attributable to 2021 realisation shareholders as at 31 December 2025 is broken down
as follows:
Allocation of NAV by company at 31 March 2026
Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund,
the Company’s total NAV attributable to 2021 realisation shareholders as at 31 March 2026 is broken down
as follows:
450 plc cancelled its AIM admission on 8 April 2026.
Allocation of Net Asset Value
Quoted investments
ZegonaCommunications ZEG Telecoms 0.31 0.87 29.8% MasterFund
InvestAccGroup INAC FinancialServices 0.26 0.71 24.4% MasterFund
AdvancedAdvT ADVT Digital,SoftwareandServices 0.18 0.50 16.9% MasterFund
MarwynAcquisitionCompanyIII MAC3 Various 0.04 0.10 3.5% MasterFund
450 450 Content,Media,Technology 0.02 0.07 2.3% MasterFund
Unquoted investments
Silvercloud(LeChameau) Unlisted LuxuryGoods 0.11 0.30 10.1% MasterFund
Total value 0.92 2.55 87.0%
Cash 0.24 0.67 22.9% Various
Otherassets/liabilities (0.10) (0.29) (9.9)% Various
Net assets 1.06 2.93 100.0%
Quoted investments
ZegonaCommunications ZEG Telecoms 0.33 0.92 31.6% MasterFund
InvestAccGroup INAC FinancialServices 0.23 0.63 21.7% MasterFund
AdvancedAdvT ADVT Digital,SoftwareandServices 0.17 0.47 16.3% MasterFund
MarwynAcquisitionCompanyIII MAC3 Various 0.03 0.08 2.7% MasterFund
450 450 Content,Media,Technology 0.01 0.03 1.1% MasterFund
Unquoted investments
Silvercloud(LeChameau) Unlisted LuxuryGoods 0.11 0.30 10.2% MasterFund
Total value 0.88 2.43 83.6%
Cash 0.30 0.83 28.4% Various
Otherassets/liabilities (0.13) (0.35) (12.0)% Various
Net assets 1.05 2.91 100.0%
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
COMPANY TICKER FOCUS % OF NAV
NAV/SHARE
CONTRIBUTION
(£)
HELD BY
TOTAL
VALUE
(£m)
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ANNUAL REPORT AND FINANCIAL STATEMENTS
Environmental, Social and Governance
ESG and our Investments
The Company’s investments comprise listed (with
listings on the Main Market and quotations on AIM)
and unlisted companies at varying stages of their
development.
Marwyn provides support and guidance to the
portfolio companies’ management teams on
ESG matters. Recently, this has included keeping
management teams informed of the evolving
regulatory landscape, providing guidance on how
ESG-related regulations may impact the businesses
as they pursue their M&A strategies, supporting the
adoption of relevant governance codes, and assisting
with reporting in line with the recommendations
of the Task Force on Climate-related Financial
Disclosures (TCFD).
A number of our portfolio companies disclose
sustainability information in their annual reports,
with Zegona and InvestAcc providing TCFD aligned
disclosures and Le Chameau publishing an
ESG report.
ESG at the Manager
We are a small team, and our people are
fundamental to our business. We are committed
to providing an inclusive and collaborative place to
work 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 is 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 with a range
of qualifications, backgrounds, and expertise. We
have a highly qualified team and foster a culture of
continued learning and development to keep our
team at the forefront of market practices.
The health and wellbeing of our team is imperative.
Alongside encouraging a work-life balance, we have
an on-site gym offering personal training sessions
and support sporting pursuits.
We are mindful of our place in the communities in
which we work and live and encourage our team to
contribute and give back. Our partners work with
a handful of schools in North London, providing
students with presentations on what a job in
investment management entails, as well as one-
on-one mentoring, interview practice and work
experience at the Manager.
We also operate the Marwyn Trust which has
provided financial support to charities both in
the UK and further afield.
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 at the discretion
of the trustees. Donations from Marwyn are made by
the Manager and related group entities, rather than
from the Marwyn Funds.
During 2025, The Marwyn Trust continued to build
on its longstanding relationship with the Sumbandila
Scholarship Trust.
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, with the partners
having taken numerous trips to visit the charity in
South Africa.
THE MARWYN TRUST
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33
Distributions and Discount Management
As is common to many investment companies, the Company’s shares have typically traded at a discount to their
underlying NAV. The average discount to NAV of the Company’s ordinary shares during the year was 48.6%,
compared to the equivalent 50.7% average in the prior year. The discount range was 44.4% to 53.8%.
The Company has a range of features and policies that the Board believes act to mitigate the overall
discount level:
Distribution Policy: the Company currently pays an annual dividend of 9.06p per ordinary share, paid in equal
quarterly installments, which equates to a dividend yield of 6.5% based on the Company’s ordinary share price
as at 31 December 2025.
Profit Distribution Policy: the Company currently distributes 50% of investment profits as and when realised to
ordinary shareholders, to the extent this has not been returned already through dividends or buy-backs.
Further information on these policies is provided below.
Realisation Classes: every five years the Company allows ordinary shareholders to convert their shares into a
new series of realisation shares. On disposal of an investment, save for reasonable working capital requirements,
and provided that the proceeds are sufficient to enable an economically efficient distribution, all proceeds are
returned directly to shareholders in the relevant realisation share class allowing them to ultimately receive 100%
of the underlying NAV. The next realisation class offer is scheduled to be made available to ordinary shareholders
in November 2026.
The Board believes that the combination of these measures provides shareholders with potentially substantial
returns of capital as demonstrated by the data below.
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
Through regular discussions with the Company’s significant shareholders on the implementation of this policy,
a significant majority support a regular and consistent dividend. Accordingly, since the start of 2021, the Board
has determined that the most suitable method to satisfy the minimum distribution is through the payment of
dividends rather than through share repurchases. Interim dividends of 2.265p per ordinary share were paid in
February, May, August, and November 2025, resulting in a total annual distribution of over £5 million. These
payments continued in 2026, with an interim dividend of 2.265p per ordinary share paid in February 2026. It is
the current intention to maintain quarterly dividend payments at the same level.
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 £61.6 million has been returned
to ordinary shareholders (including the February 2026 dividend) compared to realised gains attributable to
ordinary shareholders totaling £51.4 million (50% of which is £25.7 million). Accordingly, the Company has, to date,
distributed £35.9 million in excess of what would be required under this policy, and realised gains attributable to
ordinary shareholders in excess of £71.8 million will be needed before any return on a Profitable Realisation is
required to be made.
Since implementation in November 2013, over £88.6 million has been returned to shareholders under the Ordinary
Share Distribution Policy.
10
Fortherealisationshareclasses,TotalShareholderreturniscalculatedasthemovementintotalshareholdervalue,includingalldistributionsmadeto
realisationshareholdersovertherelevantperiod.
11
Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were converted to the
relevantRealisationClass,thenTotalShareholderReturnoftherelevantRealisationClassfromthatdate.
12
RealisationClassTotalShareholderReturnfromcreationofclassrepresentsTotalShareholderReturnfortherelevantclassfromthedatethatordinary
shareswereconvertedtorealisationsharesforeachclass.
13
CalculatedastotaldistributionsasapercentageofNetAssetsoncreationofeachclass.
14
IncludesthedividendpaidtoordinaryshareholdersinFebruary2026.
Capital Returns and Distributions Since Inception
Ordinary Shares Realisation Classes Combined
Dividends
and
buybacks
£73.3m
Dividends
and
buybacks
£73.3m
Capital
returns
£25.9m
Capital
returns
£42.3m
Total
distributions
£99.2m
Total
since
inception
£115.6m
Total Capital
returns
£16.4m
Realisation
Class
2016
2021
MVIR
MVR2
Ticker
-6.5%
+28.8%
Period
TSR
+203.3%
+344.7%
Inception to
date TSR
+4.3%
+64.7%
TSR from
creation of
Class
400.4p
292.8p
Nav
per
share
£2.7m
£1.1m
Net
Assets
89.4%
0.0%
NAV
distributed
SINCE INCEPTION
10 11
12
13
14
Realisation Share Performance
For the year ended 31 December 2025
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ANNUAL REPORT AND FINANCIAL STATEMENTS
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35
Fund Structure and Investment Policy
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) is permitted to make follow-on
investments into the Portfolio Companies and invest in new Portfolio Companies. MVI II LP (following the end of
its investment period on 31 March 2024) is now only permitted to make follow-on investments into the Portfolio
Companies (up to 25% of aggregate commitments), and may not 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 expired in 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 investment or cancellation. In the event that the acquired shares are cancelled, this 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 each Realisation Pool are managed with a view to maximising investment returns,
realising investments and making distributions to the holders of the relevant class of realisation shares as
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 all 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’ annual financial statements, as required by the relevant accounting standards adopted by
each company. All contracts deemed ‘significant’ are also disclosed in any listed Portfolio Company admission
document or prospectus.
For the avoidance of doubt, the Company’s Ordinary Share Distribution Policy applies only to the ordinary shares.
The 2016 realisation shares, 2021 realisation shares and any future realisation share class carry no rights to
participate in the Company’s Ordinary Share Distribution 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 company incorporated in the UK.
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 Specialist Fund Segment 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
Shares
Ordinary
Shares
“2016 Realisation Pool”“Main Pool” “2021 Realisation Pool”
Portfolio Company
Investments
Portfolio Company
Investments
Silvercloud Holdings Limited
(Le Chameau)
2021 Realisation
Shares
100% of 2021
Realisation Pool
100% of 2016
Realisation Pool
>99.9% Main
Partnership
˜
83% Ownership
Portfolio Company
Investments
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ANNUAL REPORT AND FINANCIAL STATEMENTS
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The Directors present their Annual Report and the audited financial statements for the year ended 31 December 2025.
The Directors who served during the year and to the date of this report were:
Robert Ware
(Non-Executive Chairman)
Committee membership:
Nomination Committee – Chair
Date of appointment: 3 October 2006
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
London Stock Exchange 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.
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:
Remuneration Committee – Chair
Audit Committee – Member
Nomination Committee – Member
Date of appointment: 8 May 2015
Martin has served for over 35 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 a non-executive director of
DCI Advisors Limited, National Investment and
Infrastructure Fund Limited in India, Metage Funds
Limited, VFMC Service Company Limited and Vietnam
Fund Management Company 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 non-executive 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 LP). 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 – Chair
Nomination Committee – Member
Remuneration Committee – Member
Date of appointment: 9 July 2020
Victoria is a fellow of the Institute of Chartered
Accountants in England and Wales having qualified
with PriceWaterhouseCoopers. She has worked in
Guernsey, London and New York, specialising in the
audit of alternative investment funds. Victoria is the
Managing Director of a Guernsey based independent
chartered accountancy and audit practice, Cleland &
Co Limited, which specialises in providing a range of
services to owner-managed companies and regulated
entities across all sectors. She is a permanent
resident of Guernsey.
Report of the Directors
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ANNUAL REPORT AND FINANCIAL STATEMENTS
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Report of the Directors
Directors and Marwyn Partners and
Employee interests
The Directors and Marwyn partners and employees’
interests in the ordinary shares of the Company
were as follows as at 31 December 2025 and
31 December 2024.
Ordinary Shares Ordinary Shares
2025 2024
Board of Directors
Robert Ware 500,000 500,000
Martin Adams 40,000 40,000
Peter Rioda 30,000 20,000
Victoria Webster Nil Nil
Marwyn Partners and Employees
James Corsellis* 6,933,872 6,311,811
Antoinette Vanderpuije 231,259 222,112
Tom Basset 52,404 48,712
Other employees 54,066 16,305
There has been no change in these holdings between
31 December 2025 and the date of approval of these
financial statements.
The Directors, Marwyn partners and employees hold
no interests in either the 2016 realisation shares or
the 2021 realisation shares of the Company as at
31 December 2025 (2024: 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 by the Board,
relevant personnel at the Manager, and their respective
“persons closely associated” within the meaning of
MAR.
Results
The results attributable to the shareholders for the
year are shown in the Statement of Comprehensive
Income.
Share Capital
As at 31 December 2025, the Company
had 55,490,360 ordinary shares in issue
(2024: 55,490,360), 684,006 2016 realisation
shares in issue (2024: 684,006), and 360,482 2021
realisation shares in issue (2024: 360,482).
Manager
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 each quarter 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 2025 and having considered the role that
the Manager performs across the Marwyn Funds,
has determined that the Company’s continued
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:
2024
£
57,500
51,750
45,250
40,250
194,750
2025
£
57,500
51,750
45,250
40,250
194,750
Robert Ware
Martin Adams
Victoria Webster
Peter Rioda
Directors’ fees are paid directly from the Master Fund.
The above fees do not include reimbursed out-of-
pocket expenses.
*James Corsellis’ holding includes shares held by Marwyn Capital
Management Limited, a company wholly owned by James Corsellis.
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 two 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. From
30 November 2023, being two years after the creation
of the 2021 Realisation Pool, the same calculation is
applied to the management fee on the 2021 realisation
share interests (being Class R(F)2).
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.
From appointment as administrator on 1 January 2025,
Palmer Fund Services (Jersey) Limited (“Palmer FS”)
calculates the management fee payable by the Master
Fund. As Palmer FS is a Portfolio Company of the
Marwyn Funds, it is not considered to be independent
and accordingly, the calculation of this management
fee is reviewed semi-annually by the Company’s
auditor. 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 Note 13 of this
Annual Report.
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. The incentive allocations
are calculated by Palmer FS as part of the monthly
NAV calculations and, since Palmer FS’s appointment,
are reviewed by the Company’s auditor on a semi-
annual basis and whenever any incentive allocation is
crystallised.
Alternative Investment Fund Manager Directive
On 24 April 2025, the FCA approved the Manager’s
variation of permission application to become a full-
scope UK Alternative Investment Fund Manager, having
previously been authorised as a small AIFM.
The Manager, at the point of authorisation and to
comply with its new permissions, has implemented
an AIFMD-compliant remuneration policy and related
governance arrangements. In accordance with
applicable FCA guidance, the AIFMD remuneration
requirements apply to new awards of variable
remuneration in respect of the first full performance
period of the AIFM commencing after authorisation.
Accordingly, certain elements of the AIFMD
remuneration regime will be fully reflected only once
a full AIFM performance period has elapsed.
Anti-Money Laundering & Countering the
Financing of Terrorism
On an annual basis, each Director and members
of Marwyn’s management team submits to annual
training, followed by rigorous testing, on AML and CFT.
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Report of the Directors
Auditor
Baker Tilly Channel Islands Limited (“BTCI”) was
appointed by shareholder resolution at the first AGM
following their appointment on 3 December 2020.
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
2025 for the Company total £31,900 and fees paid
by the Master Fund in the year for the review of the
management fee and incentive allocation, as detailed
in the ‘Manager’ section above totaled £1,500. No
other qualifying non-audit services, as contemplated
in the FRC Ethical standards for Auditors, were
provided by BTCI for the Company or any of the
Company’s associated underlying fund entities in
the year.
The directors note that this will be Sandy Cameron’s
fifth consecutive audit opinion for the Company.
Under the FRC’s Ethical Standard, a key audit partner
for a public interest entity must rotate after five years,
though with audit committee approval this may be
extended by up to two additional years (seven years in
total). During the year, the Audit Committee approved
Sandy Cameron to continue as signing Partner for
a further two years in accordance with the FRC’s
requirement
The Audit Committee does not have any reason to
believe that BTCI did not conduct an effective audit.
Ongoing Charges
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.
For the period ended 31 December 2025, the
Company’s ongoing charges ratio (“OCR”) was
calculated as 3.25% (2024: 3.45%) of NAV for the
ordinary shares, 2.74% (2024: 2.73%) of NAV for the
2016 realisation shares and 2.58% (2024: 2.62%) of
NAV for the 2021 realisation shares. The OCR covers all
aspects of operating the Company during the financial
year including the management fee and all other
operating expenses and excluding interest charges
on any borrowing and any performance fee payable,
in accordance with the guidelines issued by the AIC.
The OCR is expressed as a percentage of the average
daily net assets during the year. The OCR is based on
historical information and provides shareholders with
an indication of the likely level of costs that will be
incurred by the Company in the future.
As detailed in this Annual Report, carried interests are
charged at 20% of profits, subject to a preferred return
to investors of 7.5%. As expenses reduce profits, the
total carried interest is also reduced, with the effect
that the NAV impact of expenses is, at present, 80% of
the quoted OCR.
The Board, alongside the Manager, regularly review
the structure, operations and costs of the Company
and the wider fund group to ensure that the structure
remains appropriate for the ongoing business whilst
striving to improve operational efficiency and
manage costs.
Annual General Meeting
The notice of the AGM will be issued separately to
shareholders in due course.
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 2024 AIC Code.
The 2024 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 2024 AIC
Code provides the most relevant information to
shareholders given that the Company is an externally
managed investment company.
Apart from complying with the requirement around
chairman independence and the re-election of the
Directors as set out in this report, the Company has
complied with the principles and provisions of the
2024 AIC Code.
Marwyn Management,Employees and Directors
of which, individual holding above 3%:
James Corsellis
Other shareholders holding less than 3%
First Equity Limited
Cenkos CI Limited
Pula Investments Limited
Barclays Funds Investments Limited
Philip J Milton & Co PLC
Octopus Investments Limited
Premier Fund Managers Limited
Charles Stanley & Co
Marwyn Management and Employees
of which, individual holding above 3%
James Corsellis
Other shareholders holding less than 3%
First Equity Limited
Cenkos CI Limited
Pula Investments Limited
Barclays Funds Investments Limited
Philip J Milton & Co PLC
Octopus Investments Limited
Charles Stanley & Co
Premier Fund Managers Limited
7,841,601
6,933,872
907,729
8,470,000
8,316,085
4,500,000
3,409,090
3,025,249
2,340,000
2,173,813
2,091,644
7,841,601
6,933,872
907,729
8,550,000
8,305,420
4,500,000
3,409,090
2,990,799
2,215,000
2,114,563
2,073,813
13.87
12.26
1.61
14.98
14.71
7.9 6
6.03
5.35
4.14
3.85
3.70
13.87
12.26
1.61
15.12
14.69
7.9 6
6.03
5.29
3.92
3.74
3.67
Substantial Shareholdings
At 31 December 2025 the Company was aware of the following interests in 3% or more of the total voting rights
of the Company.
At 31 March 2026 the Company was aware of the following interests in 3% or more of the total voting rights
of the Company.
NUMBER OF SHARES
NUMBER OF SHARES
PERCENTAGE OF
TOTAL VOTING RIGHTS
PERCENTAGE OF
TOTAL VOTING RIGHTS
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Report of the Directors
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 self-evaluates its performance through
completion of annual confidential questionnaires with
the results reported to the Nomination Committee.
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
shareholders, 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 the
remuneration is aligned with the Company’s culture
and is at a level to attract individuals of a calibre
appropriate to the Company’s future development,
without compromising Director independence.
Shareholder and Stakeholder Engagement
The Chairman regularly meets with representatives
of the Manager and is in regular communication with
his fellow Directors. In addition, the Board maintains
open and frequent communication with the Manager,
Administrator and Broker throughout the year so that
any ad hoc items for the Board’s consideration are able
to be considered in a timely manner by all members
of the Board. The Chair of the Audit Committee has
regular communication with the auditor.
The Company welcomes the views of shareholders
and places great importance on communication with
its shareholders. The Board is always available for
communication with shareholders, with the Chairman,
Senior Independent Director and Manager 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 2025, the Board assessed and
reviewed the performance of all key service providers.
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.
As part of its commitment to maintaining high
standards of corporate governance, the Board
of Directors undertook a detailed analysis of the
amendments to the AIC Code arising from the 2024
AIC code update during the year to ensure that the
Company either implemented the revised provisions
from the date they were effective, or is satisfied that
due to the size and nature of the Company, they are
not relevant to the Company. The relevant updates are
reflected in this report and the notes to these financial
statements.
Board Composition and Meetings
The Board comprises a Chairman and a majority
of independent non executive Directors, each
bringing a broad range of professional, financial and
commercial expertise relevant to the Company’s
oversight and long term strategy, having managed
businesses across a wide range of industries and
economic environments. The Directors collectively
provide effective leadership, constructive challenge,
and robust stewardship over the Company’s affairs,
supported by regular engagement with the Manager
and key service providers.
While the Board maintains responsibility for
governance, investment oversight and ensuring
alignment with shareholder interests, the assessment
of Director independence is formally undertaken by
the Nomination Committee. Detailed analysis of each
Director’s independence, tenure considerations and
succession planning is set out in the section entitled
‘Nomination Committee’s role in evaluating Directors’
Independence’.
The Board confirms that, based on the work of the
Nomination Committee, a majority of its members
are considered independent. This structure supports
effective challenge, decision making and continuity,
ensuring that the Board operates with the appropriate
balance of skills, experience and independence
required for an externally managed investment
company.
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
periodic infusion of new appointments to the Board,
investment companies are more likely, compared to
other companies, to benefit from having directors
with considerably longer experience as is the case
with Robert Ware, the Chairman and Martin Adams,
the Senior Independent Director. When assessing the
board composition, continuity, self-examination and
the ability to do the job are all considered.
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. This deviates from
the provisions of the AIC Code, which requires that all
directors should be subject to re-election. The Board
considers that a minimum level of continuity in Board
membership is fundamental to its smooth operation
and is satisfied that re-election of every director on a
rolling three-year basis is suitable for the Company.
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 is of
an appropriate quality to enable it to discharge its
responsibilities.
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 and fostering
a culture of 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.
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Report of the Directors
Attendance Record
The number of meetings which each Committee member is eligible to attend is shown below along with
the number of meetings held over the year or since the date of their appointment or prior to the date
of their resignation.
During the year a further two ad hoc Board Committee meetings and two ad hoc Audit Committee meetings
were held to deal with matters substantially of an administrative nature and these were attended by those
Directors available.
Whilst Robert Ware is not a member of either the Audit or Remuneration Committees, he has been invited to,
and attended, each Audit Committee and Remuneration Committee meeting held in the year as a non-member.
Director: Held Attended Held Attended Held Attended Held Attended
Robert Ware 4 4 - - 2 2 - -
Martin Adams 4 4 2 2 2 2 2 2
Peter Rioda 4 4 2 2 2 2 2 2
Victoria Webster 4 4 2 2 2 2 2 2
Remuneration
Committee
Nomination
Committee
Audit
Committee
Quarterly
Board
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 of each committee are available on the
Company’s website.
Audit Committee
The Audit Committee comprises all the independent
non-executive Directors and meets at least twice a
year. 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 Chair 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.
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 (as incorporated into UK law
by virtue of the European Union (Withdrawal) Act
2018) (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.
During the year, the Audit Committee met four times,
the key matters discussed included the review and
consideration of:
• the Company’s annual financial statements for
the year ended 31 December 2024 and interim
financial statements for the six-month period
ended 30 June 2025, including review of the RNS
announcements released in connection with
these accounts;
• the going concern assessment of the Company;
• 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 and custody positions;
• the need for an internal audit function; and
• cash flow management and the payment control
processes and procedures.
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.
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 Nomination 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.
Should a new director join the board, then formal
induction training would be provided, including
meetings with the Chairman, the Senior Independent
Director, members of the Nomination Committee, the
Manager and any other relevant key advisers, prior to
their 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 would also 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.
The Nomination Committee believes there is a suitable
combination of experience, knowledge, and skills to
operate as an effective Board.
The Nomination Committee ensures that the Company
remains aligned with corporate governance best
practices, especially with respect to the increased
focus on diversity. The Nomination Committee
acknowledges the importance of diversity, including
but not limited to gender as part of the effective
functioning of the Board. Where new appointments
are required, the Nomination Committee will evaluate
applicants to fill vacant positions fairly, and without
prejudice, applicants will be assessed on their broad
range of skills, expertise and industry knowledge. The
Nomination Committee believes that the Board has
a range of experience, age, background and skills to
help create an environment of effective and successful
decision making. The Company does not employ any
staff. Meetings of the Nomination Committee are held
at least twice a year as a minimum.
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Report of the Directors
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.
The Nomination Committee therefore considers
that each of Martin Adams, Victoria Webster and
Peter Rioda are all independent of the Company
and the Manager.
Remuneration Committee
The Remuneration Committee comprises all the
independent non-executive Directors and meets at
least twice a year. As with the Audit Committee, the
Board values Robert Ware’s input so he is ordinarily
invited to attend Remuneration 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.
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 reviewed and it was deemed no
changes were required.
Management Engagement Committee
The Board considers that due to the Company’s
size and its 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 into,
consolidation of or 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 the 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.
During the year the Nomination Committee met twice,
the key matters discussed included the review and
consideration of:
• the Nomination Committee’s terms of reference;
• the annual Board and Chairman evaluations;
• the structure, size and composition of the Board
and its committees, including discussion around
succession planning; and
• director independence (full detail included
below).
During the year, the Nomination Committee’s terms
of reference were reviewed and it was deemed no
changes were required.
Nomination Committee’s role in evaluating
Directors’ Independence
In determining independence of the Directors, the
Nomination Committee recognises the circumstances
established by the AIC Code which are likely to impair,
or could impair, a non-executive’s independence. The
Board however notes that the AIC Code also states that
where any of the circumstances provided under the AIC
Code applies, the Board can nonetheless consider the
director to be independent, subject to providing the
relevant explanation.
As part of determining independence, the Nomination
Committee therefore conducts a review of the
independence provisions of the AIC Code at each
committee meeting for each Director and an
explanation is provided for any exceptions to the AIC
provisions on independence. The results of this review
are provided in detail below.
The Nomination Committee recognises that the
Chairman, Robert Ware, has been a Board member
since 2006 and is not independent of the Company or
the Manager but believe that the skills and experience
he brings to the Board significantly outweigh any
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 its 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 positively enhance the interaction between
the independent Directors and 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 chairs the Company.
The Nomination Committee also reviewed the
independence of Martin Adams, given that from
May 2025, Martin Adams was in his tenth year of
appointment as a Director of the Company, and tenure
is one of the circumstances identified in the AIC Code
which may be construed as a potential impairment
of his independence. Based on the Nomination
Committee’s review of Martin Adams’ independence
against the provisions of the AIC Code, it has concluded
that independence should not be solely determined
by time served on the Board and considers that the
length of Martin Adams’ tenure does not affect his
independence. The Nomination Committee believes
that for the Board to be effective, it should have the
right combination of skills, experience and knowledge
which Martin Adams brings to the Board.
The Nomination Committee is aware that in previous
years, a small number of shareholders have raised
questions over Peter Rioda’s independence, due to
his position on the board of Marwyn General Partner
II Limited. Marwyn General Partner II Limited is not
a Marwyn operating company; 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. Marwyn General Partner II
Limited is regulated by the Jersey Financial Services
Commission. Peter’s role as an independent director
of Marwyn General Partner II Limited provides
him with oversight of the day-to-day operations of
the administrator, portfolio valuations and capital
management, access to the MVI II LP auditors and
further insight into Marwyn’s investment process,
enhancing his knowledge and understanding of
overall fund operations. 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.
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Report of the Directors
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 at least 12 months from the date of
approval of these financial statements and continue
to adopt a going concern basis in preparing the
financial statements.
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:
• Palmer FS provide administrative and accounting
services to Company, the Master Fund and
MVI II LP;
• custodian services are provided by an
independent party to the Master Fund and
are segregated from the administrative and
accounting services provided; and
• the Board reviews financial information produced
by the Manager and Palmer FS as appropriate on
a regular 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
reviewed Palmer FS ISAE 3402 report annually and
considered any exceptions raised to assess the
integrity and robustness of the internal controls in
place at Palmer FS as the Company’s administrator.
The Audit Committee has reviewed the Company’s risk
management and control systems and believes that the
controls are appropriate 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 into the Master
Fund. The main risks are detailed in Note 12 to the
financial statements and in the Risk section.
Directors’ Responsibilities
The Directors are responsible for preparing the
financial statements in accordance with applicable law
and International Financial Reporting Standards as
adopted by the European Union (“IFRS”).
The Directors are required to prepare financial
statements for each financial year which give a true
and fair view of the state of affairs of the Company and
of the profit or loss of the Company for that year and
to confirm that the reports contained in these financial
statements includes a fair review of the performance
of the business and the position of the Company.
In preparing these financial statements the Directors
are required to:
• select suitable accounting policies and apply
them consistently;
• make judgements and estimates which are
reasonable and prudent;
• state whether applicable accounting standards
have been followed, subject to any material
departures disclosed and explained in the
financial statements; and
• prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Company will continue in
business.
The Directors are responsible for keeping proper
accounting records that disclose with reasonable
accuracy at any time the financial position of the
Company and enable them to ensure that the
financial statements comply with Cayman law. They
are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other
irregularities. The Directors are responsible for
the maintenance and integrity of the corporate
and financial information included on the Company’s
website.
Each of the Directors, whose names and functions are
listed on page 38 and 39, confirms that, to the best of
their knowledge:
• these financial statements, which have been
prepared in accordance with IFRS, give a true
and fair view of the assets, liabilities, financial
position and loss of the Company; and
• the reports contained in these financial
statements includes a fair review of the
development and performance of the business
and the position of the Company, together
with a description of the principal risks and
uncertainties that it faces.
So far as the Directors are aware, there is no relevant
audit information of which the Company’s auditor is
unaware, and each director has taken all the steps that
he or she ought to have taken to make themselves
aware of any relevant audit information and to
establish that the Company’s auditor is aware of that
information.
On behalf of the Board
Robert Ware Victoria Webster
Chairman Director
29 April 2026 29 April 2026
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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 2025, and the income statement,
statement of cash flows and statement of changes in equity 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 2025, 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) and
applicable law. 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, including the FRC’s Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by us, including those which had the
greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, 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
value. This may occur as a
result of:
• Incorrect valuation
methodology being
applied to the underlying
investments when
calculating fair value; or
• Inappropriate allocation
of gains & losses and
expenditure within
underlying funds.
The value of investments was
£148,412,306 (2024:
£114,888,460).
The policy is documented in
note 3.4 and further
disclosures included in note
6.
Marwyn Value Investors LP:
We obtained the valuation and relevant
back up information and reviewed with
reference to the valuation methodology,
your valuation policies and required
accounting disclosures.
Portfolio investments:
For underlying portfolio investments,
we have obtained and re-confirmed our
understanding of the investment
process from deal identification
through to the transactions
themselves.
For unlisted investments which have
been the subject of a valuation, we
obtained the valuation and relevant
backing information, reviewed, and
challenged with reference to the
valuation methodology, your valuation
policies and required accounting
disclosures.
For listed investments we verified the
prices and level of transactions through
comparison to reliable external
sources.
We challenged management on the
levelling of the portfolio companies at
year end in accordance with IFRS &
IPEV guidelines.
We recalculated any realised and
unrealised gains/losses in the year and
reconciled to the Income Statement.
We have no issues to
report from our testing.
Ownership of investments
The risk that the Company
does not hold the ownership
rights of reported
investments.
The value of investments was
£148,412,306 (2024:
£114,888,460).
The policy is documented in
note 3.4 and further
disclosures included in note
6.
Marwyn Value Investors LP:
We reviewed statutory documents
confirming the ownership structure of
the Group.
Portfolio investments:
For additions and disposals within the
portfolio during the period under review,
we obtained evidence through testing
the transaction documentation.
For all investments we obtained
independent confirmation from the
custodian where the assets were held
and confirmed that the ownership still
rests with the entity.
We have no issues to
report from our testing.
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Report of the Independent Auditor
Our Application of Materiality
Materiality for the financial statements as a whole was set at £4,450,000 (PY: £3,446,000), determined
with reference to a benchmark of net assets, of which it represents 3% (PY: 3%).
In line with our audit methodology, our procedures on individual account balances and disclosures were
performed to a lower threshold, performance materiality, so as to reduce to an acceptable level 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 70% (PY: 60%) of materiality for the financial statements as a whole,
which equates to £3,115,000 (PY: £2,067,000). We applied this percentage in our determination of
performance materiality as a listed entity indicating a moderate level of risk.
We reported to the Audit Committee any uncorrected omissions or misstatements exceeding £222,000
(PY: £172,000), in addition to those that warranted reporting on qualitative grounds.
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 during 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 51, the Directors are
responsible for the preparation of financial statements that give a true and fair view in accordance with
IFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
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;
• Review of legal invoices;
• Review of management’s significant estimates and judgements for evidence of bias;
• Review for undisclosed related party transactions;
• 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.
The Company is required to include these financial statements in an annual financial report prepared
using the single electronic reporting format specified in the TD ESEF Regulation. The auditor’s report
provides no assurance over whether the annual financial report has been prepared in accordance with
that format.
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 the Board of Directors on 20 November 2020 to audit the financial statements.
Our total uninterrupted period of engagement is 6 years.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and
we remain independent of the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee in accordance with ISAs.
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Report of the Independent Auditor
Use of this Report
This report is made solely to the Members of the Company, as a body, in accordance with our
engagement letter. Our audit work has been undertaken so that we might state to the Members those
matters we are required to state to them in an auditor's report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the Company
and its Members, as a body, for our audit work, for this report, or for the opinions we have formed.
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Chartered Accountants
St Helier, Jersey
Date: 29 April 2026
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Income Statement Statement of Financial Position
NON-CURRENT ASSETS
Financialassetsmeasuredatfairvaluethroughprofitorloss 6 148,412,306 114,888,460
CURRENT ASSETS
Cash and cash equivalents 8 143,497 140,042
TOTAL ASSETS 148,555,803 115,028,502
CURRENT LIABILITIES
Loanpayable 7 (125,000) (125,000)
Accruals (18,497) (15,042)
TOTAL LIABILITIES (143,497) (140,042)
NET ASSETS ATTRIBUTABLE TO EQUITY HOLDERS 148,412,306 114,888,460
CAPITAL AND RESERVES ATTRIBUTABLE
TO EQUITY HOLDERS OF THE COMPANY
Share capital 10 88 88
Share premium 10 61,185,928 61,185,928
Capital reserve 11 46,041,455 12,517,609
Revenue reserve 11 41,184,835 41,184,835
TOTAL EQUITY 148,412,306 114,888,460
Net assets attributable to ordinary shares 144,618,217 111,139,147
Ordinary shares in issue at 31 December 55,490,360 55,490,360
Netassetsperordinaryshare 260.62p 200.29p
Net assets attributable to 2016 realisation shares 2,738,541 2,930,005
2016 realisation shares in issue at 31 December 684,006 684,006
Netassetsper2016realisationshare 400.37p 428.36p
Net assets attributable to 2021 realisation shares 1,055,548 819,308
2021 realisation shares in issue at 31 December 360,482 360,482
Netassetsper2021realisationshares 292.82p 227.28p
The financial statements on pages 58 to 75 were approved by the Board of Directors and authorised for issue on 29 April 2026. They
were signed on its behalf by:
Robert Ware Victoria Webster
Notes1to17onpages62to75formanintegralpartofthesefinancialstatements.
31 December
2025
£
31 December
2024
£
Notes
As at 31 December 2025
INCOME Revenue Capital Total Revenue Capital Total
Finance income 5,748 - 5,748 7,054 - 7,054
Distribution income 5,027,427 - 5,027,427 5,027,427 - 5,027,427
Netgain/(loss)onfinancial
assets measured at fair value
throughprofitorloss 6 - 33,523,846 33,523,846 - 13,646,683 13,646,683
TOTAL NET INCOME 5,033,175 33,523,846 38,557,021 5,034,481 13,646,683 18,681,164
EXPENSES
Financecostandbankcharges (5,748) - (5,748) (7,054) - (7,054)
TOTAL OPERATING EXPENSES (5,748) - (5,748) (7,054) - (7,054)
PROFIT FOR THE YEAR 5,027,427 33,523,846 38,551,273 5,027,427 13,646,683 18,674,110
TOTAL COMPREHENSIVE INCOME 5,027,427 33,523,846 38,551,273 5,027,427 13,646,683 18,674,110
RETURNS PER SHARE
Attributable to holders
of ordinary shares 5,027,427 33,479,070 38,506,497 5,027,427 13,394,951 18,422,378
Weightedaverage
ordinary shares in issue
for the year ended 31 December 10 55,490,360 55,490,360 55,490,360 55,490,360 55,490,360 55,490,360
Return per ordinary share
-basicanddiluted 9.06p 60.33p 69.39p 9.06p 24.14p 33.20p
Attributable to holders of
2016realisationshares - (191,464) (191,464) - 128,155 128,155
Weightedaverage2016
realisation shares in issue
for the year ended 31 December 10 - 684,006 684,006 - 684,006 684,006
Return per 2016 realisation share
-basicanddiluted - (27.99p) (27.99p) - 18.74p 18.74p
Attributable to holders of 2021
realisation shares - 236,240 236,240 - 123,577 123,577
Weightedaverage2021
realisation shares in issue
for the year ended 31 December 10 - 360,482 360,482 - 360,482 360,482
Return per 2021
realisation share –
basicanddiluted - 65.53p 65.53p - 34.29p 34.29p
Notes1to17onpages62to75formanintegralpartofthesefinancialstatements.
For the year ended 31 December 2025
Year ended 31 December 2025
£
Year ended 31 December 2024
£
Notes
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Statement of Cash Flows Statement of Changes in Equity
Cash flows from operating activities
Profitfortheyear 33,523,846 13,646,683
Gainonfinancialassetsheldatfairvaluethroughprofitorloss (33,523,846) (13,646,683)
Interest received 5,748 7,054
Distributions received on Class F interests in the Master Fund 5,027,427 5,027,427
Bankchargespaid (2,293) (646)
Loaninterestexpense (3,455) (6,408)
Increase in accruals 3,455 6,056
Net cash inflow from operating activities 5,030,882 5,033,483
Cash flows used in capital transactions
Dividendspaidtoordinaryshareholders 9 (5,027,427) (5,027,427)
Netcashflowusedincapitaltransactions (5,027,427) (5,027,427)
Net increase in cash and cash equivalents 3,455 6,056
Cash and cash equivalents at the beginning of the year 140,042 133,986
Cash and cash equivalents at the end of the year 143,497 140,042
Notes1to17onpages62to75formanintegralpartofthesefinancialstatements.
For the year ended 31 December 2025
31 December
2025
£
31 December
2024
£
Notes
For the year ended 31 December 2025
Share Share Capital Revenue
capital premium reserve reserve Total
£ £ £ £ £
Opening balance 88 61,185,928 12,517,609 41,184,835 114,888,460
Dividendspaidtoordinaryshareholders - - - (5,027,427) (5,027,427)
Totalcomprehensiveincomefortheyear - - 33,523,846 5,027,427 38,551,273
Closing balance 88 61,185,928 46,041,455 41,184,835 148,412,306
For the year ended 31 December 2024
Special
Share Share distributable Exchange Capital Revenue
capital premium reserve reserve reserve reserve Total
£ £ £ £ £ £ £
Openingbalance 88 61,185,928 26,346,979 54,386 (1,129,074) 14,783,470 101,241,777
Dividendspaidtoordinaryshareholders - - - - - (5,027,427) (5,027,427)
Totalcomprehensiveincomefortheyear - - - - 13,646,683 5,027,427 18,674,110
Redesignationofreserves - - (26,346,979) (54,386) - 26,401,365 -
Closing balance 88 61,185,928 - - 12,517,609 41,184,835 114,888,460
AttheCompany’s2024AGM,aresolutiontotransfertheSpecialdistributablereserveandtheExchangereservetothe
RevenuereservewasapprovedbyshareholdersasdetailedinNote11ofthesefinancialstatements.
Notes1to17onpages62to75formanintegralpartofthesefinancialstatements.
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Notes to the Financial Statements
1. General information
Marwyn Value Investors Limited (the “Company”) is a closed-ended investment fund registered by way of continuation
in the Cayman Islands (registered number MC-228005) and is traded on the Specialist Fund Segment of the London
Stock Exchange’s Main Market. The rights of the shareholders are governed by Cayman law and may differ from the
rights and duties owed to shareholders in a company incorporated in England and Wales. The address of its registered
office is PO Box 309, 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 (and only) by the Master Fund.
2. New standards and amendments to IFRS
The following standards and amendments to existing standards, which are effective for annual periods beginning on
or after 1 January 2025 have had limited impact on the Company’s financial position or results:
Standard
Amendments to IAS 21 - Lack of Exchangeability
Effective Date
1 January 2025
2.1 New standards, amendments and interpretations not yet effective
The following standards and amendments are effective for annual periods beginning on or after 1 January 2026 and
have not been early adopted in preparing these financial statements. The Company has considered the impact of
these and concluded that none of these are expected to have a significant effect on the financial position or results of
the Company.
Standard
Amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosures 1 January 2026
Amendments to IFRS 9 and IFRS 7: Power Purchase Agreements 1 January 2026
Introduction of IFRS 18: Presentation and Disclosure in Financial Statements 1 January 2027
3. Summary of significant accounting policies
The principal accounting policies, which have been consistently applied in the preparation of these financial
statements, are set out below.
3.1 Basis of preparation and going concern
The financial statements have been prepared under the historical cost convention on a going concern basis, as
modified by the revaluation of financial assets measured at fair value through profit or loss.
Under the relevant class agreements between the Company and the Master Fund, the Master Fund is required to
meet the Company’s expenses and as such, the Directors consider that there is no mismatch between the Company’s
assets and liabilities.
Considering the significant cash balance held by the Master Fund, the Directors believe that the Company, via the
Master Fund, has sufficient resources to meet all liabilities as they fall due for at least 12 months from the date
of approval of these financial statements and continue to adopt a going concern basis in preparing the financial
statements.
3.2 Statement of compliance
The financial statements of the Company have been prepared in accordance with IFRS together with the applicable
legal and regulatory requirements of Cayman law.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting
estimates and judgements. It also requires the Board of Directors to exercise its judgement in the process of applying
the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in Note 4.
The Statement of Recommended Practice (SORP) issued in July 2022 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. The Directors are
aware of the updated 2025 SORP that is effective for reporting periods beginning on or after 1 January 2026 and
will look at implementing any relevant updates for the Company’s interim financial statements and annual financial
statements from this date.
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.
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Effective Date
Notes to the Financial Statements
All portfolio assets are held at fair value by the Marwyn Funds which hold them in accordance with International
Financial Reporting Standards. Where there is no active market for a listed investment, or where the investment is
unlisted, the valuation methodologies applied are fully compliant with International Private Equity and Venture Capital
valuation guidelines as updated.
3.5 Financial liabilities
The Company recognises a financial liability on assuming a financial obligation and derecognises financial liabilities
when, and only when, the Company’s obligations are discharged, cancelled or they expire. Borrowings are initially
measured at fair value net of transaction costs and subsequently measured at amortised cost using the effective
interest method, with interest expense recognised on an effective yield basis in the Income Statement. Financial
liabilities include loans payable, accruals and dividends payable.
3.6 Cash and cash equivalents
Cash and cash equivalents comprise bank balances held by the Company including short-term bank deposits with
an original maturity of three months or less.
3.7 Finance income
Interest income on cash deposits is accounted for on an accruals basis.
3.8 Expenditure
Pursuant to the “Amended and restated agreement relating to Class F, Class G and Class R interests in MVI LP”, the
Master Fund is legally obliged to settle all expenses specifically attributable to the Company. The Manager does not
receive a management fee or incentive allocation from the Company in respect of funds invested by the Company in
the Master Fund.
3.9 Investment in unconsolidated structured entities
IFRS 12 Disclosures of Interest in Other Entities defines a structured entity as an entity that has been designed so that
voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights
relate to the administrative tasks only and the relevant activities are directed by means of contractual agreements.
The Company has concluded that the Master Fund, in which it invests, but that it does not consolidate, meets the
definition of a structured entity because:
• the voting rights in the Master Fund are not dominant rights in deciding who controls them as they relate to
administrative tasks only;
• the Master Fund’s activities are restricted by its stated investment policy, as disclosed in the Company’s
prospectus; and
• the Master Fund has a narrow and well-defined objective to provide investment opportunities to investors.
3.10 Segment reporting
The Company is organised and operates as one segment by allocating its assets to its investment in the Master Fund
which is not actively traded.
4. Critical accounting estimates and judgements
The Company makes estimates, judgements and assumptions that affect the reported amounts of assets and
liabilities. Estimates and underlying assumptions are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The fair value of the investment held in the Master Fund is determined by the Directors on the basis of the NAV of
the Master Fund as determined by the Administrator at the year end. In turn, the NAV of the Master Fund is primarily
determined by the fair value of its underlying investments which 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 is determined by the
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.
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 may be 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 2025 and 31 December 2024, the
Master Fund did not incur any interest or penalties.
The Company is tax resident in Jersey and subject to the standard rate of corporate tax of 0%. 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 2025.
The Directors intend to manage the affairs of the Company in such a way that it is tax resident in Jersey only. In these
circumstances, the Company will not be subject to tax on its profits and gains (other than withholding tax on any
interest or certain other income which has a United Kingdom source) in any jurisdiction other than Jersey.
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 2025, there are no such tax benefits
recognised (31 December 2024: none).
6. Financial assets measured at fair value through profit or loss
As at 31 December 2025, 100% (2024: 100%) of the financial assets 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.
References to Class F interests, Class R(F)1, Class R(G)1 interests and Class R(F)2 interests correspond to the respective
classes of interests in the Master Fund.
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Notes to the Financial Statements
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Class Attributableto %ofNAVofMasterFund
2025 2024
ClassF OrdinaryShareholders 97.44% 96.73%
ClassR(F)1 2016RealisationShareholders 1.38% 1.90%
ClassR(G)1 2016RealisationShareholders 0.47% 0.65%
ClassR(F)2 2021RealisationShareholders 0.71% 0.71%
Net Asset Value – investment movements
31 December 2025 31 December 2024
£ £
Master Fund
Opening cost 84,841,797 84,841,797
Closing cost 84,841,797 84,841,797
Unrealised gain brought forward 30,046,663 16,399,980
Movement in unrealised gain 33,523,846 13,646,683
Unrealised gain carried forward 63,570,508 30,046,663
At fair value in accordance with IFRS 13 148,412,306 114,888,460
Class F interests 144,618,217 111,139,147
Total attributable to ordinary shareholders 14 4,618,217 111,139,147
ClassR(F)1interests 2,047,526 2,182,068
ClassR(G)1interests 691,015 747,937
Total attributable to 2016 realisation shareholders 2,738,541 2,930,005
ClassR(F)2interests 1,055,548 819,308
Total attributable to 2021 realisation shareholders 1,055,548 819,308
At fair value in accordance with IFRS 13 148,412,306 114,888,460
Unrealised gain recognised in the year 33,523,846 13,646,683
Net gain recognised in the Statement of Comprehensive Income 33,523,846 13,646,683
The net gain recognised on financial assets measured at fair value through profit or loss reported in the Statement
of Comprehensive Income consists of the movement in the unrealised gain/(loss) and the net realised gain/(loss) on
redemptions. Realised gain/(loss) is subsequently transferred from the capital reserve to the revenue reserve.
The Company holds 100% (2024: 100%) of the each of the Class F, Class R(F)1, Class R(G)1 and Class R(F)2 interests,
which represent the following percentages of the NAV of the Master Fund:
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 (2024: level 3).
The Portfolio Company investments are categorised as level 1 fair value measurement if they are quoted in active
markets (Zegona, AdvancedAdvT, InvestAcc), level 2 if the fair value can be determined by reference to observable data
or as level 3 if the fair value is determined by unobservable data (Silvercloud, Palmer, MAC Alpha, MAC III and 450).
In some instances, Portfolio Company investments may be quoted, but the frequency and volume of trading in the
stock does not constitute an ‘active market’, and alternative valuation techniques are required. These valuations are
carried out in accordance with IPEV Guidelines.
The following table presents the movement in the Company’s investments classified as Level 3 instruments:
7. Loan payable
The Master Fund has made a loan to the Company of £125,000 (2024: £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.
8. 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 three months, which total £143,497 as at 31 December 2025 (2024: £140,042).
9. Distributions
Distributions in 2025:
Ordinary shares
Quarterly interim dividends of 2.265p per ordinary share were paid in February, May, August and November 2025.
The quarterly dividends have continued in 2026, with a further payment of 2.265p per ordinary share paid in
February 2026.
Distributions in 2024:
Ordinary shares
Quarterly interim dividends of 2.265p per ordinary share were paid in February, May, August and November 2024.
Opening balance 114,888,460 101,241,777
Gain included in Statement of Comprehensive Income 33,523,846 13,646,683
Closing balance 148,412,306 114,888,460
31 December 31 December
2025 2024
£ £
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
At31Dec2025 MasterFund 148,412,306 NAV Zero%discount N/A
At31Dec2024 MasterFund 114,888,460 NAV Zero%discount N/A
The underlying assets held are all measured at fair value as of the same measurement date of the Company and the
methodology is consistent with IPEV guidelines.
Notes to the Financial Statements
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Since 2021, the Board has determined that 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 2025, with further quarterly interim dividends of the same amount continuing in February 2026.
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.
(c) Realisation opportunities
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 are offered every five years, with the next scheduled for November 2026.
(d) Rights as to capital
There are no exit penalties or costs 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.
11. Reserves
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, £nil has been recognised as realised gains on
redemption of interests in the Master Fund (2024: £Nil).
As noted below, in 2024, the balance of the Special distributable reserve and the Exchange reserve were transferred to
Retained Earnings following shareholder approval at the Company’s 2024 AGM.
Capital reserve
Unrealised gains and losses on interests in the Master Fund are recognised in the capital reserve.
Special distributable and Exchange reserves
At the Company’s 2024 AGM, a resolution to transfer the Special distributable and Exchange reserves to Retained
Earnings was approved by shareholders. Accordingly, this transfer was effected in 2024 and the balance as at
31 December 2025 is nil.
12. 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 2025, the Company owned 99.99% (31 December 2024: 99.99%) of the net assets of the
Master Fund.
10. Share capital and distributions
Share capital
As at 31 December 2025 and 31 December 2024 the authorised share capital was as follows:
The ordinary share capital of the Company with a par value of 0.0001p may be issued or redesignated in
classes and includes realisation shares.
Ordinarysharesof0.0001peach 10,893,258,506,473
Exchangesharesof0.0001peach 10,892,176,350,000
Deferredsharesof9.9999peach 82,156,473
Ordinary* Exchange Total Ordinary* Exchange Total
As at 1 January 56,534,848 30,970,984 87,505,832 56,534,848 30,970,984 87,505,832
As at 31 December 56,534,848 30,970,984 87,505,832 56,534,848 30,970,984 87,505,832
Share capital (£) 57 31 88 57 31 88
Shares in issue
2025 2024
2025 2024
Ordinary shares 55,490,360 55,490,360
2016 Realisation shares 684,006 684,006
2021 Realisation shares 360,482 360,482
Ordinary shares* 2025 2024
As at 1 January 61,185,928 61,185,928
As at 31 December 61,185,928 61,185,928
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.
The weighted average number of shares in issue for the following years ended 31 December were as follows:
(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.
Notes to the Financial Statements
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Market price risk
The Company is exposed to the same market price risk arising from uncertainties about future changes in the values
of the underlying Portfolio Companies. The Board monitors the market price risks inherent in the investment portfolio
by ensuring full and timely access to relevant information from the Manager. The Board receives quarterly reports
from the Manager, meets regularly with the Manager both formally and informally, and at each quarterly board meeting
reviews and challenges the Manager on investment performance, providing input and advice on the investment activity
of the Manager.
Any movement in the value of the Ordinary interests or the realisation interests of the Master Fund would result in
an equivalent movement in the reported NAV per ordinary share and realisation share respectively.
The Company’s exposure to changes in market prices at 31 December 2025 and 31 December 2024 on its
unquoted investments was as follows (as at both dates, changes arise exclusively from the Company’s investment
in the Master Fund):
The following table shows the average monthly performance of the reported NAV of the Company on a
weighted average basis across all classes:
The impact on net income and equity of the average monthly period returns set out in the above table
as at 31 December 2025 and 2024 is as follows:
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.
Increase(%) Decrease(%) Netincome(£) Equity(£) Netincome(£) Equity(£)
2025 3.31 (1.26) 4,914,592 4,914,592 (1,871,931) (1,871,931)
2024 2.23 (0.77) 2,562,733 2,562,733 (884,146) (884,146)
Monthly returns Impact of Increase Impact of Decrease
2025 2024
£ £
Financialassetsmeasuredatfairvaluethroughprofitorloss–ordinaryshares 144,618,217 111,139,147
Financialassetsmeasuredatfairvaluethroughprofitorloss–2016realisationshares 2,738,541 2,930,005
Financialassetsmeasuredatfairvaluethroughprofitorloss–2021realisationshares 1,055,548 819,308
148,412,306 114,888,460
2025 2024
Analysis of Analysis of
monthly returns monthly returns
Number of periods 12 12
Percentprofitable 83% 75%
Averageperiodreturn 2.55% 1.48%
Averagereturninprofitablemonths 3.31% 2.23%
Averagereturninlossmakingmonths (0.89)% (0.77)%
Monetary assets in Sterling 170,730,012 127,671,267
Monetary assets in Euro 138,138 -
MonetaryliabilitiesinSterling (406,890) (391,079)
31 December 31 December
Summary of currency exposure of the Master Fund 2025 2024
£ £
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. As at 31 December 2025, both the Master Fund and
MVI II LP held Euro denominated receivables relating to a dividend declared by Zegona that was paid to the respective
Partnerships on 7th January 2026. It is therefore considered that the Company is not materially exposed to significant
direct currency risk.
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 EGM and as disclosed in note 10(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:
The Company holds, and will continue to hold, a minimum cash balance of £125,000 (2024: £125,000) in respect of the
£125,000 loan payable to the Master Fund (2024: £125,000) (see Note 7). 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.
Less than 1 month 1-3 months Less than 1 month 1-3 months
2025 2025 2024 2024
£ £ £ £
Loan from Master Fund 125,000 - 125,000 -
Payables and accruals 18,497 - 15,042 -
Notes to the Financial Statements
As at 31 December 2024, the accrued incentive allocation attributable to Class F was £11,759,573.
The Company does not bear any incentive allocation in relation to the Master Fund’s investment into MVI II LP.
1 Reference Amount Shareholders 89,706,489 30,633,060 59,073,428 59,073,428
2 Preferred return Shareholders 30,558,894 - 30,558,894 30,558,894
3 Preferred return Incentive 7,639,723 - 7,639,723 7,639,723
catch up allocation
4 All other returns - Shareholders - - - 54,985,894
shareholders
All other returns - Incentive - - - 13,746,474
preferred return allocation
GAV Attributable to: £
Shareholders 144,618,217
Incentive allocation 21,386,197
Waterfall
step
Description
Amounts
attributable to
Total
due £
Settled
to date £
Remainder
due £
Allocation
of GAV £
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Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to
discharge an obligation. The main credit risks for the Company relate to the cash held with financial institutions. The
credit risk relating to the direct investment into the Master Fund and indirect investment into MVI II LP relates to both
cash held with financial institutions and equities held by the custodian.
The Company, the Master Fund and MVI II LP manage their exposure to credit risk associated with their cash deposits
by selecting counterparties with a high credit rating with which to carry out these transactions. The Company’s
maximum exposure to credit risk is the carrying value of the cash on the balance sheet.
The Master Fund and MVI II LP manage their exposure to credit risk associated with the custody of their equities by
selecting counterparties with a strong credit rating.
The Master Fund does not expect to incur material credit losses on its financial instruments. At 31 December 2025,
having considered the Portfolio Companies directly and indirectly held by the Master Fund, the Board considers that
credit risk is limited to the extent of the equity investments in the underlying Portfolio Companies (the risks associated
with such investments have been considered under Market Price Risk). The carrying value of debt investments are
periodically assessed in accordance with IPEV Guidelines.
13. Material contracts and related-party transactions
In the opinion of the Directors on the basis of shareholdings advised to them, the Company has no ultimate
controlling party.
The Company, the Master Fund and MVI II LP are each managed by the Manager.
Parties are considered to be related if one party has the ability to control the other party or exercise significant
influence over the other party, or the parties are under common control or influence, in making financial or
operational decisions.
(a) Management fee and incentive allocation
Management fee
Under a management agreement dated 1 April 2021, Marwyn Investment Management LLP was appointed Manager
to the Company. Under this management agreement, the Company does not pay any fees to the extent that it invests
its assets solely in the Master Fund. In respect of any assets of the Company not invested in the Master Fund, the
Manager is entitled to receive aggregate performance and management fees on the same basis as those to which it
would have been entitled if such assets had been those of the Master Fund.
The Company has not made any such investments during the year and, as such, no fees were paid by the Company or
payable at the year end (2024: £ Nil).
Under the Master Fund management agreement, the Manager receives monthly management fees from the Master
Fund not exceeding 2% of the NAV before incentive allocations of each class of interests in the Master Fund, payable
monthly in arrears. From 30 November 2018, being two years after the creation of the 2016 Realisation Pool, the
management fee on the 2016 realisation share interests is calculated by reference to NAV before management fees
and incentive allocation less the aggregate value of cash and near cash investments attributable to the 2016 realisation
share interests. From 30 November 2023, being two years after the creation of the 2021 Realisation Pool, the same
calculation was applied to the management fee on the 2021 realisation share interests.
The total management fee expense, borne by the Master Fund in respect of the interests invested in by the Company
for the year ended 31 December 2025 was £2,992,278 (31 December 2024: £2,339,430).
Incentive allocation
Incentive allocation attributable to ordinary shareholders and 2021 realisation shareholders
Incentive allocations borne by the Class F and Class R(F)2 interests in the Master Fund are only payable on returns
being made to shareholders.
Returns from each of these classes in the Master Fund are allocated:
1) to investors up to the value of the ‘Reference Amount’;
2) to investors to satisfy a preferred return of 7.5% accrued on the outstanding Reference Amount
on a daily basis;
3) paid as a ‘catch-up’ incentive allocation to represent 20% of the total returns over and above the
Reference Amount until the returns in excess of the Reference Amount are equal to a split of 80:20
between investors and incentive allocations; and
4) all remaining returns are then split 80:20 between investors and incentive allocation payments.
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
The allocation of the Class F GAV, attributable to ordinary shareholders, as at 31 December 2025 is:
Notes to the Financial Statements
As at 31 December 2024, the accrued incentive allocation attributable to Class R(F)2 was £76,228.
Incentive allocation attributable to 2016 realisation shareholders
As at 31 December 2025, due to significant returns having already been made, allocations up to and including the
preferred return catch-up have been satisfied in full and accordingly, all future returns from Class R(F)1 interests in the
Master Fund are allocated 80:20 between investors and the incentive allocation under the final step of the allocation
waterfall. The Class R(F)1 gross asset value of £2,559,407 results in an incentive allocation accrual at the balance sheet
date of £511,881 (31 December 2024: £545,517), with the remaining balance of £2,047,526 allocated to 2016 realisation
shareholders.
As at 31 December 2025, the Class R(G)1 gross asset value of £691,016 is fully allocated against the first step of the
waterfall, being the outstanding Reference Amount (£1,154,130) and accordingly there is no incentive allocation accrual
at the balance sheet date (31 December 2024: Nil).
(b) Administration fee
Effective 1 January 2025, Palmer Fund Services (Jersey) Limited was appointed as Administrator of the Company.
Palmer FS’s fees for the administration of the Company are £162,000 per annum, plus disbursements. These are paid
by the Master Fund. Palmer is a related party as it forms part of the Company’s indirect investments, held through its
interests in the Master Fund, of which the Company holds majority of the interests in.
(c) Board of Directors’ remuneration
Directors’ fees are paid by the Master Fund. The Directors of the Company received the following annual fees:
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.
1 Reference Amount Shareholders 582,760 68,363 514,397 514,397
2 Preferred return Shareholders 220,276 - 220,276 220,276
3 Preferred return Incentive 55,069 - 55,069 55,069
catch up allocation
4 All other returns - Shareholders - - - 320,874
shareholders
All other returns - Incentive - - - 80,219
preferred return allocation
GAV Attributable to: £
Shareholders 1,055,548
Incentive allocation 135,288
Waterfall
step
Description
Amounts
attributable to
Total
due £
Settled
to date £
Remainder
due £
Allocation
of GAV £
Annual fee
RobertWare £57,500
Martin Adams £51,750
VictoriaWebster £45,250
Peter Rioda £40,250
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Incentive allocation attributable to 2021 realisation shareholders
The allocation of the Class R(F)2 GAV, attributable to 2021 realisation shareholders, as 31 December 2025 is:
(d) Secondment services
Marwyn Jersey Limited, an entity forming part of the Marwyn group, seconds certain individuals to the Company.
Marwyn Jersey Limited charged £142,458 for these services for the year to 31 December 2025 (31 December 2024:
£104,625), with such amounts being settled by the Master Fund.
2025 2024
£ £
Share capital 88 88
Share premium 61,185,928 61,185,928
Capital reserve 46,041,455 12,517,609
Revenue reserve 41,184,835 41,184,835
Total capital 148,412,306 114,888,460
The Board, with the assistance of the Manager, monitors and reviews the structure of the Company’s capital on an
ongoing basis.
15. 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
2025, ordinary shares, 2016 realisation shares and 2021 realisation shares remained outstanding as per Note 10. The
information in the Risk section starting on page 76 sets out the risks applicable to these shares in issue.
16. Commitments and contingent liabilities
There were no commitments or contingent liabilities of the Company outstanding at 31 December 2025
or 31 December 2024 that require disclosure or adjustment in these financial statements.
17. Subsequent events
Under the Company’s Ordinary Share Distribution Policy, an interim dividend was paid to ordinary shareholders
on 27 February 2026 of 2.265p per ordinary share.
The Company’s capital at 31 December comprises:
14. 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.
Risk (unaudited)
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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 has a range of knowledge and contacts across
the investment industry and is 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 Marwyn 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
w ill f ull y re fl e c t the unde r l y i n g v a lue of the inve s tm e nt made
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 shares,
2016 realisation or 2021 realisation shares will also be
influenced by the supply and demand for each share 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 auditors’
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.
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 issuing 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
(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 which would effectively
act as a right of “first refusal” of existing shareholders
on any new issue of shares in the Company; (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.
Risk (unaudited)
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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.
Conflictsofinterest
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
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 Silvercloud)
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 Silvercloud 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.
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
investments in Silvercloud and Palmer which comprise
unlisted securities 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.
Additionalfinancinganddilution
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 Cayman registered companies,
such as the Company, cannot be held or transferred in
the CREST system. However, to enable shareholders in
a Cayman registered company 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 depository 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 depositor y 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.
Risk (unaudited)
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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 willful 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
willful default, negligence or fraud of the depository, or
the custodian or any agent, if such custodian or agent
is a member of the depository’s group, or, if not being
a member of the same group, the depository has failed
to exercise reasonable care in the appointment and
continued use and supervision of such custodian or agent.
United States ownership and transfer restrictions
There are restrictions on the purchase of ordinary shares
or realisation 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 IX of the
prospectus published in relation to the 2021 realisation
share offer by the Company on 19 October 2021.
In the event that ordinary shares or realisation shares are
acquired by persons who are not qualified to hold the
ordinar y shares or realisation shares, such ordinar y shares
or realisation shares are subject to provisions requiring
forfeiture and/or compulsory transfer as described in
section 3 of Part X of that prospectus.
Other jurisdiction tax considerations
Although the Directors intend that, insofar as it is within
their control, the affairs of the Company are conducted in
such a way that the Company is tax resident in Jersey only,
there can be no guarantee that all of the requirements to
ensure this will, at all times, be satisfied and the Company
will not be considered tax resident in jurisdictions other
than Jersey.
Look-Through Portfolio Information (unaudited)
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Platform acquisition date
Carrying value attributable to the
Company’sordinaryshares
Carrying value attributable to the
Company’s2016realisationshares
Carrying value attributable to the
Company’s2021realisationshares
%votingrightsheldbytheMarwynFunds
%attributabletotheCompany’s
ordinary shares
%attributabletotheCompany’s2016
realisation shares
%attributabletotheCompany’s2021
realisation shares
November 2023
£50.3m
£0.9m
£0.31m
2.0%
1.5%
0.0%
0.0%
Zegona Communications plc
Carrying value attributable to the
Company’sordinaryshares
Carrying value attributable to the
Company’s2016realisationshares
Carrying value attributable to the
Company’s2021realisationshares
%votingrightsheldbythe
Marwyn Funds
%attributabletotheCompany’s
ordinary shares
%attributabletotheCompany’s2016
realisation shares
%attributabletotheCompany’s2021
realisation shares
Acquisition Companies
MAC III
£5.9m
£-m
£0.04m
75.0%
58.6%
-%
0.4%
MAC Alpha
£1.4m
£-m
£-m
90.0%
72.0%
-%
-%
As at 31 December 2025
Platform acquisition date
Carrying value attributable to the
Company’sordinaryshares
Carrying value attributable to the
Company’s2016realisationshares
Carrying value attributable to the
Company’s2021realisationshares
%votingrightsheldbytheMarwynFunds
%attributabletotheCompany’s
ordinary shares
%attributabletotheCompany’s2016
realisation shares
%attributabletotheCompany’s2021
realisation shares
October 2012
£19.4m
£1.4m
£0.11m
67.5%
61.9%
5.2%
0.4%
Le Chameau (through Silvercloud Holdings Limited)
Platform acquisition date
Carrying value attributable to the
Company’sordinaryshares
Carrying value attributable to the
Company’s2016realisationshares
Carrying value attributable to the
Company’s2021realisationshares
%votingrightsheldbytheMarwynFunds
%attributabletotheCompany’s
ordinary share
%attributabletotheCompany’s2016
realisation shares
%attributabletotheCompany’s2021
realisation shares
August 2023
£28.4m
£-m
£0.18m
15.4%
14.3%
-%
0.1%
AdvancedAdvT Limited
Platform acquisition date
Carrying value attributable to the
Company’sordinaryshares
Carrying value attributable to the
Company’s2016realisationshares
Carrying value attributable to the
Company’s2021realisationshares
%votingrightsheldbytheMarwynFunds
%attributabletotheCompany’s
ordinary shares
%attributabletotheCompany’s2016
realisation shares
%attributabletotheCompany’s2021
realisation shares
October 2024
£40.9m
£-m
£0.26m
59.1%
47.5%
-%
0.3%
InvestAcc Group Limited
Platform acquisition date
Carrying value attributable to the
Company’sordinaryshares
Carrying value attributable to the
Company’s2016realisationshares
Carrying value attributable to the
Company’s2021realisationshares
Yet to acquire a
platform asset
£3.8m
£-m
£0.02m
450 plc
The Marwyn Funds hold 100% of the voting rights of Silvercloud Holdings Limited, which in turn holds 67.5% of the voting rights
of Le Chameau Holdings Limited
Platform acquisition date refers to the announced acquisition of Vodafone Spain
% voting rights are calculated on the basis of the RNS announcement by Zegona on 7th January 2026 announcing the cancellation of shares issued
to EJLSHM Funding Limited.
%votingrightsheldbytheMarwynFunds
%attributabletotheCompany’s
ordinary shares
%attributabletotheCompany’s2016
realisation shares
%attributabletotheCompany’s2021
realisation shares
95.4%
75.9%
-%
0.5%
Platform acquisition date
Carrying value attributable to the
Company’sordinaryshares
Carrying value attributable to the
Company’s2016realisationshares
Carrying value attributable to the
Company’s2021realisationshares
%votingrightsheldbytheMarwynFunds
%attributabletotheCompany’s
ordinary shares
%attributabletotheCompany’s2016
realisation shares
%attributabletotheCompany’s2021
realisation shares
n/a
£9.3m
£-m
£-m
43.4%
34.9%
-%
-%
Palmer Street Limited
Advisers (unaudited) Defined Terms (unaudited)
Registered office
PO Box 309
Ugland House
Grand Cayman KY1 – 1104
Cayman Islands
Manager of the Company, the Master Fund,
MVI II LP, MVI II Co-Invest LP, MVI II DCI I LP
and Other Marwyn Funds
Marwyn Investment Management LLP
11 Buckingham Street
LondonWC2N6DF
United Kingdom
Auditor
BakerTillyChannelIslandsLimited
2nd Floor, Lime Grove House
Green Street
St Helier
Jersey JE2 4UB
Channel Islands, British Isles
Registrar
MUFGCorporateMarkets(Guernsey)Limited
Mont Crevelt House
St.Sampson
Guernsey GY2 4JN
Channel Islands, British Isles
Legal Advisers to the Company as to English Law
TraversSmithLLP
3 Stonecutter Street
LondonEC4A4AW
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
PalmerFundServices(Jersey)Limited
1 Grenville Street
St Helier
Jersey, JE2 4UF
Channel Islands, British Isles
Corporate Broker
Panmure Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
United Kingdom
The following terms have the following meanings in this annual report and financial statements.
450 450 plc
Administrator the administrator of the Company from time to time, being Palmer Fund Services ( Jersey) Limited as at
the date of this annual report and financial statements.
AdvT or AdvancedAdvT AdvancedAdvT Limited
Articles the articles of association of the Company
AGM Annual General Meeting
AIM The AIM Market of the London Stock Exchange
AIFM Alternative Investment Fund Manager
AIFMD Alternative Investment Fund Manager Directive
AML Anti-Money Laundering
AuA Assets under administration
Board or Board of Directors Board of Directors of the Company
Broker the corporate broker appointed by the Company from time to time, being Panmure Liberum Capital Limited
as at the date of this annual report and financial statements.
CEO Chief Executive Officer
CFT Countering the Financing of Terrorism
COO Chief Operating Officer
Company/MVIL Marwyn Value Investors Limited
CSSF Comisión de Supervisión del Sector Financiero
Directors Board of Directors of the Company
ESG Environmental, Social and Governance
Euskaltel Euskaltel, S.A.
FCA Financial Conduct Authority
FibreCo Fibre network company
FTSE 100 Financial Times Stock Exchange 100 Index
FTSE 250 Financial Times Stock Exchange 250 Index
FTSE SmallCap (ex-IC) FTSE SmallCap (ex Investment Company) Index
HMRC His Majesty’s Revenue & Customs
IFRS International Financial Reporting Standards as adopted by the European Union
InvestAcc InvestAcc Group Limited
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
London Stock Exchange or LSE London Stock Exchange plc
MAC III Marwyn Acquisition Company III Limited
MAC Alpha MAC Alpha Limited
Management Partner has the meaning given to it in the Report of the Manager
Manager the manager of the Company from time to time, being Marwyn Investment Management LLP as at the
date of this annual report and financial statements.
M&A Mergers and Acquisitions
Marwyn the Manager 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
MasOrange MasOrange, S.L.
Master Fund Marwyn Value Investors LP
MVI II LP Marwyn Value Investors II LP
NAV or Net Asset Value the Company’s net assets (see the glossary of technical terms below)
Net Capital Gain has the meaning given to it in the Company’s RNS announcement dated 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, included in the ‘Documents’ section of the Company’s website, www.marwynvalue.com
Palmer FS Palmer Fund Services (Jersey) Limited, the current Administrator of the Marwyn Funds
Palmer Palmer Street Limited, a portfolio company of the Marwyn Funds
Portfolio Company an entity into which the Company indirectly invests through the Master Fund and/or MVI II LP as relevant
Profitable Realisation has the meaning given to it in the prospectus published by the Company on 23 November 2015
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
Reference Amount has the meaning given to it in Note 10(b)
Relevant Entities the Manager or any member of the Marwyn group or any of their respective advisers or affiliates or
the Marwyn Funds
Sanne Sanne Group plc
SASS Small Self-Administered Scheme
Silvercloud Silvercloud Holdings Limited
SIPP Self Invested Personal Pension
Specialist Fund Segment or SFS the Specialist Fund Segment of the Main Market of the London Stock Exchange
Sumbandila The Sumbandila Scholarship Trust
Telecable Telecable de Asturias S.A
Telefónica Telefónica de España, S.A.U
TMT Technology, Media and Telecommunications
Zegona Zegona Communications plc
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Glossary of Technical Terms (unaudited) Disclaimer (unaudited)
The following technical terms have the following meanings in this annual report and financial statements.
% Equity Returns means the amount (expressed as a percentage of the Total Equity Invested (see below)
by which the Total Equity Value represents a profit or loss on the Total Equity Invested
Acquisition companies or companies or other vehicles (of any structure) specifically created for the purpose of acquiring or
acquisition vehicles merging with an existing company
Buyback describes an investment company buying its own shares and reducing the number of shares in existence
Capital Returns a measure of performance which looks only at the increase and decrease in the value of the investment over time.
It does not take into account any income dividends which may have been received, however it does
include capital returns within the calculation
Carrying value the value of the Company’s investments in an investee company
Cum-income NAV ccum-income NAV is a company’s Net Asset Value including all current year income, less the value of any dividends
paid in respect of the period together with the value of any dividends which have been declared but not yet paid
Dividend income from an investment in shares
Dividend Yield the dividend yield is the annual dividend paid by a company expressed as a percentage of the current share price.
If a company has paid a dividend of 2p and another dividend of 3p, and the share price is currently £1.25p,
the dividend yield would be 4% (2p + 3p = 5p / 125p = 4%)
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation
EBITDAaL Earnings before Interest, Tax, Depreciation and Amortisation after Leases
EV Enterprise Value
Growth strategy a plan to expand a company’s business (by, for example, increasing revenue, users, customers,
products, or market share)
Market Capitalisation a measure of the size of an investment company calculated by multiplying the number of
shares in issue by the price of the shares
NAV or Net Asset Value the net asset value (NAV) is the value of the investment company’s assets, less any liabilities it has.
NAV Per Share the NAV divided by the number of shares in issue. This may be different to the share price.
he difference is known as the discount or premium
NAV Total Return a measure showing how the NAV Per Share has performed over a period of time, taking into account
both capital returns and dividends paid to shareholders
Platform acquisition the acquisition of a target company by (or merger of a target company with) an acquisition company
Reverse acquisition a platform acquisition of an already-listed company by an unlisted private company which
can allow the private company to bypass the lengthy and complex process of completing its own IPO
Share Price the price of a share as determined by the relevant stock market
Share Price Total Return a measure showing how the share price has performed over a period of time, taking into account
both capital returns and dividends paid to shareholders
Total Equity Value the amount received in return for the sale of an investee company’s shares
Total Equity Invested the amount paid for shares in investee companies
Total Shareholder Return or TSR returns to shareholders taking into account both income and capital returns
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 connec tion
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 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.
Indices are used solely for comparison purposes. There
are limitations in using indices for comparison purposes
because, among other reasons, such indices may have
different volatility, diversification, credit, and other material
characteristics (such as number or type of instrument
or security). Whilst investors can invest in index tracker
funds, they cannot invest directly in an index. FTSE Indices
sourced from: London Stock Exchange Group plc and its
group undertakings (collectively, the “LSE Group”). © LSE
Group. FTSE Russell is a trading name of certain of the
LSE Group companies. “FTSE Russell®” is a trade mark
of the relevant LSE Group companies and is/are used by
any other LSE Group company under license. All rights
in the FTSE Russell indexes or data vest in the relevant
LSE Group company which owns the index or the data.
Neither LSE Group nor its licensors accept any liability
for any errors or omissions in the indexes or data and no
party may rely on any indexes or data contained in this
communication. No further distribution of data from the
LSE Group is permitted without the relevant LSE Group
company’s express written consent. The LSE Group does
not promote, sponsor or endorse the content of this
communication.
Neither the content of the Company’s website nor any other
website referred to in this document are incorporated into
or form part of this document.
Shares in the Company are not designed or intended for
retail investors. The Manager does not promote shares in
the Company to retail investors and they should not be
offered to retail investors.
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