Mobeus Income
& Growth VCT plc
A Venture Capital Trust
Annual Report & Financial Statements
for period ended 30 September 2024
Mobeus Income & Growth VCT plc (“the Company” or “MIG VCT”) is a Venture Capital Trust (“VCT”) listed on
the London Stock Exchange. Its investment portfolio is advised by Gresham House Asset Management Limited
(“Gresham House” or “Investment Adviser”).
Merger with Mobeus Income & Growth 2 VCT plc
The Company merged with Mobeus Income & Growth 2 VCT plc (“MIG 2 VCT”) on 26 July 2024 ("Merger") and
following the transfer of its assets and liabilities amounting to £57,709,937 to the Company, MIG 2 VCT was
placed in members’ voluntary liquidation. As consideration on 26 July 2024 the Company issued 102,889,464
new ordinary 1 pence shares at a price of 56.09 pence per share to each MIG 2 VCT Shareholder. Accordingly,
each MIG 2 VCT Shareholder received 1.065 shares in MIG VCT for each MIG 2 VCT share that they held at the
date of the Merger (rounded down to the nearest whole number).
Contents
Financial Highlights and Performance Summary 1
Chair’s Statement 2
Investment Portfolio 6
Investment Adviser’s Review 6
Principal Investments in the Portfolio 14
Investment Portfolio Summary 18
Strategic Report 21
- Company Objective and Business Model 21
- Summary of VCT Regulation 22
- Performance and Key Performance Indicators 23
- Investment Policy 26
- Diversity Policy 26
- Other Key Policies 26
- Stakeholder Engagement and Directors’ Duties 27
- Principal and Emerging Risks 30
- Going Concern and Viability of the Company 33
Reports of the Directors 34
- Board of Directors 34
- Directors’ Report 35
- Corporate Governance Statement 39
- Report of the Audit Committee 42
- Directors’ Remuneration Report 44
- Statement of Directors’ Responsibilities 49
Independent Auditor’s Report 50
Financial Statements 55
Information for Shareholders 79
- Shareholder Information 79
- Performance Data at 30 September 2024 81
- Timeline of the Company 84
- Glossary of terms 85
- Notice of the Annual General Meeting 87
- Corporate Information 90
YOUR PRIVACY
We are committed to protecting and respecting your privacy. To understand how we collect, use and otherwise process
personal data relating to you, or that you provide to us, please read our privacy notice, which can be found at
www.migvct.co.uk.
1
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
For the period ended 30 September 2024
Net assets: £144.32 million
Net asset value (“NAV”) per share: 54.70 pence
➤ Net asset value (“NAV”) total return
1
per share was 0.5%
2
.
➤
Share price total return
1
per share was 4.5%
3
.
➤
A dividend of 4.00 pence per share was declared and paid on 31 May 2024
in respect of the financial period. Cumulative dividends paid to date since
inception in 2004 amount to 170.3 pence per share.
➤
The Merger completed on 26 July 2024 and the results were combined
from that date.
➤
£5.13 million was invested into two new growth capital investments and five
existing portfolio companies during the period.
➤
Net unrealised losses were £(0.11) million in the period.
➤
The Company realised investments totalling £3.49 million of cash proceeds.
1
Definitions of key terms and alternative performance measures shown above and throughout this report are shown in the
Glossary of terms on pages 85 and 86.
2
Further details on the NAV total return are shown in the Performance and Key Performance Indicators section of the Strategic
Report on pages 23 to 26.
3
The difference in NAV and share price total returns arises principally due to the timing of NAV announcements.
Performance Summary
Cumulative NAV Total return
1
performance over the last 3, 5 and 10 years is (11)%, 46% and 62% respectively
(calculated up to 30 September 2024 for the period under review).
The table below shows the cumulative performance since launch as at the end of each of the last five reporting periods.
Reporting date
as at
Net
assets
NAV
per
share
Share price
(mid-market
price)
2
Cumulative
dividends
paid per
share
Cumulative total return
per share to Shareholders
Dividends paid
and proposed
per share in
respect of
each year/period
1
(NAV
basis)
(Share
price basis)
(£m) (p) (p) (p) (p) (p)
2
(p)
30 September 2024 144.32 54.70 53.50 170.30 225.00 223.80 4.00
31 December 2023 95.99 58.43 55.00 166.30 224.73 221.30 9.50
31 December 2022 100.32 64.01 61.00 156.80 220.81 217.80 8.00
31 December 2021 112.96 90.31 80.00 144.80 235.11 224.80 9.00
31 December 2020 84.69 67.03 57.50 139.80 206.83 197.30 11.00
1
Definitions of key terms and alternative performance measures shown above and throughout this report are shown in the Glossary of terms on
pages 85 and 86.
2
Source: Panmure Liberum Limited (mid-market price). The discount on the Company’s shares at 30 September 2024 was 4.6% as the share
price was based on the NAV per share at 26 July 2024 of 56.09 pence.
Detailed performance data for previous fundraising rounds and for former Matrix Income & Growth 3 VCT and Mobeus
Income & Growth 2 VCT Shareholders are shown in a table on pages 81 and 83 of this Annual Report. The tables, which give
cumulative total return per share information for the first allotment date for each previous fundraising on both a NAV and
share price basis, are also available on the Company’s website at www.migvct.co.uk where they can be downloaded by
clicking on “table” under “Reviewing the performance of your investment”.
Financial Highlights and
Performance Summary
Financial Highlights
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
2
I am pleased to present the
results for Mobeus Income &
Growth VCT plc for the
period ended 30 September
2024.
Overview
On completion of the Merger of the
Company with Mobeus Income &
Growth 2 VCT plc (“MIG 2 VCT”) on
26 July 2024 ("Merger") the accounting
reference date of the Company changed
from 31 December to 30 September. This
was for consistency with The Income &
Growth VCT plc and to promote
calendar year end administration and
audit efficiencies. The Company is
therefore reporting for the nine month
financial period from 1 January 2024 to
30 September 2024 and will report
annually to 30 September hereafter.
This period has been set against a
backdrop of challenging geopolitical and
UK economic conditions although equity
markets as a whole have delivered
modest growth. Inflation has started to
reduce but higher interest rates continue
to impact on consumer and business
confidence and to affect trading
performance in the portfolio companies.
We have not yet seen the full effect of the
recent Bank of England interest rate cuts
from a peak of 5.25% and there may be
further interest rate cuts in the event that
inflation continues to meet the Bank of
England’s 2% target. The political
uncertainty and distraction associated
with the general election and subsequent
budget has now subsided bringing the
prospect of a welcome period of relative
stability in the UK, albeit with continued
pressures on companies from tax
increases and ongoing global economic
and geopolitical risk including the
potential impacts of the change in US
Administration.
The positive NAV performance reported
for the first six months of the period for a
number of portfolio companies was
blunted somewhat by a challenging final
quarter of the period for some assets.
However, overall, due to continued
strong performance of the portfolio’s
larger assets, the Company’s NAV total
return remained marginally positive,
increasing by 0.5% for the nine months
(year ended 31 December 2023: 6.1%).
The Company has been an active
investor in the period and provided
funding to two new companies: SciLeads
and OnSecurity, whilst in February 2024
a highly successful partial exit of Master
Removers Group (“MRG”) was delivered.
Follow-on investments were also made
into five existing portfolio companies:
MyTutor, Orri, ActiveNAV, VivaCity and
Dayrize. Please see the ‘Investment
portfolio’ section later in my Statement
for further details. After the period-end,
two new investments were made into
Mobility Mojo and Gentianes Solutions
(trading as Much Better Adventures), and
three further follow on investments were
made into Branchspace, Preservica and
FocalPoint.
Early in 2024 the portfolio companies,
with the support and guidance of
Gresham House’s portfolio directors,
took steps to reposition their cost bases
in anticipation of medium-term
challenges. Overall, the investee
companies are adequately funded
although it is expected that some of the
newer additions to the portfolio are
likely to bring forward their requirement
for further funding. The Company’s
successful fundraising after the period-
end ensures strong liquidity is available
to seek opportunities within the existing
portfolio together with new investments.
Despite the uncertainty recently
experienced the portfolio is resilient and
diversified. However there is a degree of
concentration as the top five assets now
represent c.57.0% of total portfolio value.
As is the nature of growth assets, the
risk of company failures is ever present
although the upside for successful
investments can be significant which is
resulting in value concentration amongst
these larger and more stable assets.
Merger Update
The Merger of the Company with MIG 2
VCT, as set out in the announcement on
18 June 2024, was approved by
Shareholders on 18 July 2024 and
completed on 26 July 2024. The assets
and liabilities of MIG 2 VCT were
transferred to the Company in
consideration for shares being issued to
the MIG 2 VCT Shareholders upon a
relative net asset basis. We welcome
those new Shareholders to the Company.
On completion of the Merger, Ian
Blackburn, former chair of MIG 2 VCT,
and Sarah Clark, former director of
MIG 2 VCT were appointed and
welcomed to the Board. Ian has
assumed the role of Senior Independent
Director of the Company and Sarah has
assumed the role of chair of the new
Investment Committee. Existing Director,
Lucy Armstrong, remains chair of the
Audit Committee. We look forward to
working together on behalf of the
Company’s Shareholders. We would
also like to thank Bridget Guerin for her
extensive contributions and service to
the Company until her retirement on
26 July 2024.
The Merger payback period of under 18
months, as outlined in the Prospectus, is
on track to being achieved. This is based
upon Merger costs incurred to date
compared with annual cost savings.
Performance
The Company’s NAV total return per
share increased by 0.5% for the nine
months (year ended 31 December 2023:
6.1%) after adding back a dividend of
4.00 pence per share paid during the
period. The increase was principally the
result of valuation uplifts and income
returns from cash balances held. Positive
valuation contributions by Veritek
Global, Active Navigation and MPB were
offset by falls from MyTutor and Bella &
Duke. The proceeds received on the
successful portfolio partial exit of MRG
were already reflected in the Company’s
NAV at 31 December 2023. Income
generated from cash held awaiting
investment and loan stocks resulted in a
positive revenue return.
At the period-end, the Company was
ranked 1st out of 26 Generalist VCTs
over ten years, 4th out of 32 Generalist
VCTs over five years and 21 out of 32
Generalist VCTs over three years in the
Association of Investment Companies’
(“AIC”) analysis of NAV Total Return
(assuming dividends are reinvested).
Shareholders should note that, due to
the lag in the disclosed performance
figures available each quarter, the AIC
ranking figures do not fully reflect the
latest position at 30 September 2024, or
those of our peers.
Dividends
For the period up to the date of the
Merger, the Company’s annual dividend
target was at least 4.00 pence per share
payable in respect of each financial year.
The Board was therefore pleased to be
able to declare an interim dividend of
4.00 pence per share in respect of the
period-ended 30 September 2024 to
reflect gains and income generated as
well as ensuring compliance with the
VCT regulations. The interim dividend
was paid on 31 May 2024 to
Shareholders on the Register on 3 May
2024. This achieved the Company’s
annual target of 4.00 pence per share
despite being over a shorter nine-month
period. No further dividends will be paid
in respect of the period to 30 September
2024. This dividend payment has
brought cumulative dividends paid per
share since inception to 170.30 pence.
Shareholders should note that following
the Merger, and as detailed in the
Prospectus, the Company’s annual
dividend target was amended to 7% of
the NAV per Share at the start of each
Chair’s Statement
Chair’s Statement
3
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
relevant financial year. This target
amount could be paid in one or several
dividend payments over the year.
The portfolio consists mainly of younger
growth capital investments which carry a
greater risk than the historic
Management Buy-Out portfolio and are
very likely to result in increased volatility
in returns Shareholders receive in any
given year. Shareholders should also
note that there may be circumstances
where the Company is required to pay
dividends in order to maintain its
regulatory status as a VCT, for example,
to stay above the minimum percentage
of assets required to be held in
qualifying investments. Such dividends
paid in excess of net income and capital
gains achieved will cause the
Company’s NAV per share to reduce by
a corresponding amount.
Dividend Investment Scheme
Further to the Merger and a review by the
Board, the Company has established a
Dividend Investment Scheme (“DIS”) to
allow Shareholders, should they so wish,
to receive additional shares in the
Company by re-investing their total
dividend payment into new shares at the
latest published NAV. Shareholders must
register their whole shareholding in the
DIS, a partial election is not permitted
under the Rules of the DIS which can be
found on the Company’s website: https://
www.mobeusvcts.co.uk/ under the
Dividend section along with the mandate
form. Shareholders who hold their shares
in a Nominee company can still join the
DIS scheme by instructing the Nominee
provider to elect for the DIS Shares on
their behalf. Shareholders can opt-out of
the DIS by contacting City Partnership,
using their details provided under
Corporate Information on page 90. The
new shares are also eligible for Income
Tax Relief.
Investment Portfolio
The enlarged closing portfolio
incorporates MIG 2 VCT’s assets
reflecting the aggregate performance
since 26 July 2024. Despite the
continuing uncertain macroeconomic
conditions, several investee companies
have demonstrated positive revenue
and profits growth, in particular Veritek
Global, Active Navigation and MPB.
However, the more consumer facing
businesses, such as MyTutor and Bella &
Duke, have found delivery of growth to
be harder. The net result has been
marginally negative and the overall
portfolio value in the period decreased
by a modest £(0.21) million (year ended
31 December 2023: £6.43 million), or
(0.15)% (year ended 31 December 2023:
11.8%) on a like-for-like basis, compared
to the opening portfolio value at
1 January 2024 of £64.14 million and the
assets acquired from MIG 2 VCT of
£47.71 million. This net decrease was
comprised of an unrealised decrease in
portfolio valuations of £0.11 million and
net realised losses of £0.10 million.
The portfolio movements across the
period were as follows:
2024
(9 mths to
30 Sept)
£m
2023
(Year to
31 Dec)
£m
Opening portfolio
value 64.14 54.69
MIG 2 VCT
acquisition 47.71 -
New and further
investments 5.13 5.72
Disposal proceeds (3.49) (2.70)
Net realised
(losses)/gains
(0.10) 0.40
Valuation
movements
(0.11) 6.03
Net investment
portfolio (losses)/
gains (0.21) 6.43
Portfolio value at
30 September 113.28 64.14
During the period, the Company invested
a total of £5.13 million into two new and
five existing portfolio companies (year
ended 31 December 2023: £5.72 million;
eight new, four existing). New
investments totalling £1.55 million (year
ended 31 December 2023: £4.79 million)
were made in:
SciLeads £0.71 million
Digital platform within
the life science vertical
OnSecurity £0.84 million
B2B cybersecurity
business providing
independent third-party
penetration testing
services
Additional funding totalling £3.58 million
(year ended 31 December 2023: £0.93
million) was provided in five existing
portfolio companies during the period:
MyTutor £0.54 million
A digital marketplace
connecting school
pupils seeking one to
one online tutoring
Orri £0.23 million
An intensive day care
provider for adults with
eating disorders
ActiveNAV £1.79 million
A global provider of file
analysis software for
information
governance, security
and compliance
VivaCity Labs £0.88 million
An AI and Urban Traffic
Control business
Dayrize £0.14 million
A provider of a rapid
sustainability impact
assessment tool
At the period-end, the portfolio was
valued at £113.28 million (year ended
31 December 2023: £64.14 million)
including the assets acquired from MIG 2
VCT as part of the Merger. The portfolio
substantially comprises growth capital
investments, and, as Shareholders will
be aware, these younger, less proven
investments have a more variable return
profile.
Shareholders should continue to note
therefore that whilst the potential upside
for the Company’s Shareholders of these
type of investments may be higher,
conversely the likelihood of investee
company failures also increases. The
Company’s largest five assets by value
represent over 50% of the portfolio’s
value, with Preservica accounting for
27.5%. The overall portfolio value is
greatly affected by the performance of
these investments and these higher
value assets continue to be monitored
closely by the Investment Adviser as part
of its risk mitigation measures.
The VCT’s portfolio valuation
methodology has continued to be
applied consistently and in line with
International Private Equity and Venture
Capital Valuation (“IPEV”) guidelines
with four of the top ten largest holdings
by value also triangulated by an
independent external valuation in the
period.
Following the period-end, two new
investments were made, £0.42 million
into Mobility Mojo, a software platform
supporting accessibility audits, and
£0.97 million into Gentianes Solutions
(trading as Much Better Adventures), an
Adventure Travel Marketplace, and three
further follow on investments comprising
£0.27 million into Branchspace, £0.46
million into Preservica and £0.10 million
into FocalPoint.
The Company generated £3.49 million in
proceeds from the partial exit of MRG,
whose value was fully reflected at the
previous year-end. Over the life of this
investment, the Company has received
total proceeds of £6.62 million (including
£0.42 million received after the period-
end) which equates to a multiple on cost
Chair’s Statement
4
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
of 3.3x and an IRR of 26.0%. Conversely,
the Company was unable to support
further investment into Bleach Holdings
Limited and was required to exit its
holding for minimal proceeds. The
Company had reduced its valuation of
Bleach in previous periods such that a
modest £0.04 million realised loss was
incurred on disposal in the period.
Further, the Company’s holding in
Northern Bloc was fully impaired
recognising a loss of £0.06 million in the
period.
Further details of this investment activity
and the performance of the portfolio are
contained in the Investment Adviser’s
Review and the Investment Portfolio
Summary on pages 6 to 20.
Revenue account
The results for the period are set out in
the Income Statement on page 55 and
show a revenue return (after tax) of 0.24
pence per share (year ended
31 December 2023: 0.73 pence per
share).
The revenue return for the period of
£0.45 million compares to the
comparative full year figure of £1.22
million. This movement in revenue return
is not directly comparable due to the
current period reflecting nine months
rather than the full year.
Liquidity & Fundraising
Cash and liquidity fund balances as at
30 September 2024 amounted to £31.26
million representing 21.7% of net assets.
The majority of cash resources are held
in liquidity funds with AAA credit ratings,
the returns on which have benefitted
from higher levels of interest rates and
will help support future returns to
Shareholders. The Board continues to
monitor credit risk in respect of all its
cash and near cash resources and still
prioritises the security and protection of
the Company’s capital.
On 2 September 2024, the Company
launched a Joint Offer for Subscription
alongside The Income & Growth VCT plc
(“I&G”) to each raise an initial amount of
up to £35 million, as well as an over-
allotment facility of £10 million for the tax
year 2024/25. Following strong demand,
the Company received applications for
the full amount sought of £45 million
(including the over-allotment facility). Two
allotments took place after the period-
end, on 1 October and 28 October 2024,
issuing a total of 77,500,488 new
Ordinary shares at an average effective
offer price of 58.06 pence per share,
raising net funds for the Company of
£43.47 million. These additional funds will
allow the Company to take advantage of
new investment opportunities, fund
further expansion of existing portfolio
businesses, provide attractive returns for
Shareholders in the form of dividend
payments and buy back its shares from
those Shareholders who may wish to sell.
Share buybacks
During the period, the Company bought
back and cancelled 3,321,634 of its own
shares (year ended 31 December 2023:
4,413,159), representing 2.0% of the
shares in issue at the beginning of the
period (year ended 31 December 2023:
2.8%), at a total cost of £1.80 million,
inclusive of expenses (year ended
31 December 2023: £2.55 million).
It is the Company’s policy to cancel all
shares bought back in this way. The
Board regularly reviews its buyback
policy and seeks to maintain the
discount at which the Company’s shares
trade at no more than 5% below the
latest published NAV.
Change of Auditor
Under current legislation an Auditor can
only serve for 20 years and BDO has
reached this length of tenure. Following
a comprehensive and robust audit
tender process, the Board has decided
to recommend the appointment of
Johnston Carmichael as the Company’s
Auditors at the forthcoming AGM for the
year ending 30 September 2025.
Shareholder Communications &
Annual General Meeting
May I remind you that the Company has
its own website: www.migvct.co.uk.
The Investment Adviser held another
virtual shareholder event on 1 March
2024, showcasing some exciting
portfolio company growth journeys as
well as a presentation by the Investment
Adviser and representatives of the
Mobeus VCTs, a recording of which is
available on the Company’s website or
by registering for access here:
https://mvcts.connectid.cloud/. It is
anticipated that the next Shareholder
Event will take place in September 2025.
The Board is pleased to be able to hold
the next Annual General Meeting
(“AGM”) of the Company in person at
1.00 pm on 5 March 2025 at First Floor,
8 Fenchurch Place, London, EC3M 4PB.
The Board is aware that a number of
Shareholders also hold shares in the
other Mobeus VCT, I&G, which shares a
30 September year-end. A joint
presentation by the Investment Adviser
to the Company and I&G Shareholders
will therefore take place at 1.30 pm and a
light lunch will be available. The I&G
AGM will be held following the
presentation at 2.30 pm for joint
Shareholders to attend.
A webcast will also be available at the
same time for those Shareholders who
cannot attend in person. However,
please note that you will not be able to
vote via this method and you are
encouraged to return your proxy form
before the deadline of 1.00 pm on
Monday, 3 March 2025. There will
however be the ability to send questions
into the meeting via the link.
Information setting out how to join the
meeting by virtual means will be shown
on the Company’s website a few days
before the AGM. Directions to the AGM
venue will also be available on the
website. For further details, please see
the Notice of the Meeting which can be
found at the end of this Annual Report &
Financial Statements, on pages 87 to 89.
VCT Regulations - Retirement Date
of the UK Government’s Venture
Capital Schemes
The Board and Investment Adviser were
pleased to see the European
Commission approve the extension of
the VCT scheme until 5 April 2035. This
was formalised by UK legislation on
3 September 2024. The regulations
bring into effect the extension of the
Enterprise Investment Scheme (“EIS”)
and the Venture Capital Trust (“VCT”)
Scheme sunset clause to 2035. The
Board welcomes this news and would
like to thank the Investment Adviser, The
Venture Capital Trust Association
(“VCTA”), the Association of Investment
Companies (“AIC”) and other parties
involved for their help in getting the new
legislation enacted.
Consumer Duty
The Financial Conduct Authority’s
(“FCA”) new Consumer Duty regulation
came into effect on 31 July 2023.
Consumer Duty is an advance on the
previous concept of ‘treating customers
fairly’, which sets higher and clearer
standards of consumer protection across
financial services and requires all firms
to put their customers’ needs first.
As previously notified, the Company is
not regulated by the FCA and does not
therefore directly fall into the scope of
Consumer Duty. However, Gresham
House, as the Investment Adviser, and
any IFAs or financial platforms used to
distribute fundraising offers, are subject
to Consumer Duty.
The Board will ensure that the principles
behind Consumer Duty are upheld and
will work with the Investment Adviser on
Chair’s Statement
5
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Chair’s Statement
the information now available to assist
consumers and their advisers to
discharge their obligations under
Consumer Duty.
Environmental, Social and
Governance (“ESG”)
The Board and the Investment Adviser
believe that the consideration of
environmental, social and corporate
governance (“ESG”) factors throughout
the investment cycle will contribute
towards enhanced Shareholder value.
Gresham House has a dedicated
sustainable investment team which
conducts an annual survey of our
unquoted portfolio companies to
understand how they are responding to
relevant ESG risks and opportunities.
The results of the November 2023
survey of investee companies
highlighted that the portfolio companies
who participated were taking further
action on implementing a range of
sustainability initiatives within their
businesses. Each portfolio company in
the survey identified areas for
improvement over the next 12 months
which are being monitored by the
Investment Adviser and their progress
tracked throughout the year.
The FCA reporting requirements
consistent with the Task Force on
Climate-related Financial Disclosures
("TCFD") do not currently apply to the
Company but will be kept under review,
the Board being mindful of any
recommended changes. The Board is
aware of the FCA’s Sustainability
Disclosure Requirements and
investment labels (together the “rules”).
As the Company is classified as a
Collective Investment Undertaking, the
scope of the rules capture such
UK-domiciled unauthorised funds,
however given that the shares in the
Company (the “product”) do not have a
sustainable investment objective, the
rules only apply on a very limited basis
(through the Investment Adviser) in
relation to the Company. The Gresham
House TCFD Report can be found on its
website at: TCFD report – Gresham
House.
Fraud Warning
Shareholders continue to be contacted
in connection with sophisticated but
fraudulent financial scams which purport
to come from or to be authorised by the
Company. This is often by a phone call
or an email usually originating from
outside of the UK, claiming or appearing
to be from a corporate finance firm
offering to buy your shares at an inflated
price.
The Board strongly recommends
Shareholders take time to read the
Company’s Fraud warning section,
including details of who to contact,
contained within the Information for
Shareholders section on pages 79 to 80.
Outlook
Despite a recent return to some stability
on the domestic front following the UK
election and subsequent budget, the
wider geopolitical and economic
environment remains uncertain. The
Company’s portfolio companies have
been operating under challenging
economic conditions for some time now
and the Board and Investment Adviser
are encouraged with the level of
resilience shown. With a more certain
fiscal roadmap now laid out and the
prospect for further interest rate
reductions, the Board has cautious
optimism that portfolio performance can
be maintained and improved. The
Investment Adviser continues to target
new opportunities in exciting new
businesses and is reporting a strong
pipeline under current review.
The sole successful partial exit of MRG
represents a somewhat quiet period for
the Mobeus VCT portfolio in terms of
realisations compared to past periods.
Expectations are that the exit
environment will likely remain subdued
for the time being. However, a period of
stability should facilitate more measured
growth which will ultimately lead to exits
but with no fixed timescale associated
with the Company’s investments, there
is no imperative to force an exit, and the
Investment Adviser is able to influence
the best time to sell to optimise value.
In summary, the Company continues to
add to its large, well-diversified portfolio
which is managed by a professional and
experienced investment team. The
Board and Investment Adviser will
continue to work together to drive
shareholder returns further.
I would like to take this opportunity once
again to thank all Shareholders for their
continued support and to extend a warm
welcome to our new members of the
Company.
Clive Boothman
Chair
13 January 2025
6
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Investment Adviser’s Review
Portfolio Review
The period has been marked by
continuing uncertainty, against which
markets have delivered modest growth.
Inflation and interest rates appear to
have peaked, but concerns regarding
geo-political tensions in Europe and the
Middle East persist. The UK and US
election results will hopefully allow more
clarity on the future economic and
political landscape although the impact
of the UK Government’s first budget has
caused an element of market turbulence,
potential inflationary pressures and
pausing of interest rate reductions.
Despite this unsettled environment, it is
encouraging to see that the majority of
the portfolio companies recorded
continued growth in either revenues or
profits over the last nine months. This
steady positive progress contrasts with
the observation that the companies
within the portfolio have many projects
under consideration with several
companies contemplating top up rounds
to enable them to reach a delayed
breakeven. The ability to invest further
VCT capital is a useful opportunity to
build meaningful stakes as well as
enhancing the Company’s influence and
protecting the VCTs’ position. Over 70%
of the portfolio recorded profit increases
or reduced losses versus the previous
year which is very encouraging and
demonstrates the responsiveness and
effectiveness of portfolio company
boards in maintaining close cost
management.
It is in the nature of VCT assets that
many portfolio companies are seeking to
prove and develop nascent business
models. Most of the recent group of
earlier stage investments are steadily
building out their pipelines and
capability as they balance investment
with the rate of commercial
development. At this stage of their
development Gresham House is still
hopeful that the majority will deliver the
relevant commercial proof points, albeit
it may take longer and probably require
additional capital earlier than had
originally been envisioned. In some
cases, this could be a positive by
allowing the Company to build more
significant stakes on possibly more
advantageous terms.
We are pleased to have been able to
provide new funding to two significant
investments during the period as well as
follow on funding for a number of
portfolio companies. The exit
environment remains subdued, but the
partial exit of Master Removers Group at
the start of the period illustrates that
investee companies can still be realised
at attractive prices. Unless there is a
change in market dynamics, it is likely
that portfolio companies will be held for
longer periods although looking forward,
there are a number of assets starting to
plan for exit in 2025. Gresham House
believes that these are realistic
prospects which could deliver significant
realised value to the Company.
The Company’s recent successful
fundraise after the period-end will
provide strong liquidity to take
advantage of the improving new
investment environment for the
Company as the UK is starting to see
some stability post the election and
budget. Gresham House is seeing a
number of interesting investment
propositions which are expected in time
to be value accretive to the VCT’s
portfolio.
The portfolio movements in the period/year are summarised as follows:
Period ended
30 September
2024
£m
Year ended
31 December
2023
£m
Opening portfolio value 64.14 54.69
MIG 2 VCT acquisition 47.7 1 -
New and further investments 5.13 5.72
Disposal proceeds (3.49) (2.70)
Net investment portfolio movement in the period/year (0.21) 6.43
Portfolio value at period/year-end 113.28 64.14
The value of the Company’s portfolio
h
as materially increased in size due to
the acquisition of MIG 2 VCT’s portfolio
of assets, the vast majority in which the
Company had existing holdings.
The Company made new and follow-on
investments totalling £5.13 million (year
ended 31 December 2023: £5.72 million)
during the period, of which £1.55 million
was into two new growth capital
investments and £3.58 million was into
five follow-on investments. Further
details of these investments are on the
following pages. After the period-end,
new investments were made into
Mobility Mojo and Much Better
Adventures, as well as follow-ons into
Branchspace, Preservica and FocalPoint.
The portfolio’s largest investments have
experienced some strong revenue
growth which has continued to drive
values over the period, in particular
MPB, Active Navigation and Caledonian
Leisure. Pleasingly, Veritek Global, an
historic MBO investment, has started to
see material traction having pivoted its
business model in recent years and
returned to profitability. By contrast,
there are also some portfolio companies
that are experiencing a tough
environment such as MyTutor and IPV
reflecting the ongoing difficulties for
consumer facing businesses to deliver
growth. The portfolio companies
continue to be focused on establishing a
path to profitability.
During the period, the MRG partial exit
generated proceeds of £3.49 million
resulting in a return of 3.3x and an IRR of
26% over the life of the investment.
Investment Portfolio
Investment Portfolio
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Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Investment Portfolio
The portfolio’s valuation changes in the period/year are summarised as follows:
Investment Portfolio Capital Movement Period ended
30 September
2024
£m
Year ended
31 December
2023
£m
Increase in the value of unrealised investments 6.51 11.40
Decrease in the value of unrealised investments (6.62) (5.37)
Net (decrease)/increase in the value of unrealised investments
(0.11) 6.03
Realised gains - 0.62
Realised losses (0.10) (0.22)
Net realised (losses)/gains in the period/year (0.10) 0.40
Net investment portfolio movement in the period/year (0.21) 6.43
New Investments during the period
The Company made two new investments totalling £1.55 million during the period, as detailed below:
Company Business Date of
investment
Amount of new
investment (£m)
SciLeads
Digital platform within
the science verticals
March 2024 0.71
Based in Belfast, SciLeads (https://scileads.com) is a data and lead generation platform operating within life science verticals,
allowing customers to identify, track and convert potential leads. SciLeads has grown ARR significantly and this investment will
be used to accelerate new customer acquisition and professionalise the product and customer success functions to cross-sell
opportunities within the existing customer base.
OnSecurity
B2B cybersecurity
business providing
independent third-party
penetration testing
June 2024 0.84
Based in Bristol, OnSecurity (https://www.onsecurity.io) is a B2B cybersecurity business providing independent third-party
penetration testing services, a type of ethical hacking that simulates a real-world attack on a computer system, network, or web
application to identify and remediate vulnerabilities that could be exploited by malicious actors. OnSecurity is an agile and
collaborative platform solution that provides high quality human pentesting with elements of automation to minimise low value,
menial tasks. This investment will be used to drive growth through developing their platform to target larger potential clients
and develop economies of scale.
Further investments during the period
A total of £3.58 million was invested into five existing portfolio companies during the period, as detailed below:
Company Business Date of
investment
Amount of further
investment (£m)
MyTutor
Digital marketplace for
online tutoring
January 2024 0.54
MyTutorweb (trading as MyTutor) (https://www.mytutor.co.uk/) is a digital marketplace that connects school age pupils who are
seeking private online tutoring with university students. The business is aiming to satisfy a growing demand from both schools
and parents to improve pupils’ exam results. This further investment will aim to drive changes in product and margin through
operating business improvements and seek to expand its offering to school and channel partners.
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Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Investment Portfolio
Company Business Date of
investment
Amount of further
investment (£m)
Orri
Specialists in eating
disorder support
March 2024,
July 2024
0.23
Orri Limited (https://www.orri-uk.com/) is an intensive daycare provider for adults with eating disorders. Orri provides an
alternative to expensive residential in-patient treatment and lighter-touch outpatient services by providing highly structured
day and half day sessions either online or in-person at its clinic on Hallam Street, London. This additional funding represents a
bridging round to provide sufficient funding to allow the business to reach break-even. Potential further funding will allow a
targeted geographic roll out once the core business is proven.
ActiveNav
A provider of a rapid
sustainability impact
assessment tool
May 2024 1.79
Data Discovery Solutions, trading as ActiveNav (https://activenav.com), is a data analysis software solution which makes it
easier for companies to clean up network drives, respond to new data protection laws and dispose of redundant and out-dated
documents. ActiveNav’s solution is used by significant blue-chip customers, particularly those in highly regulated industries
such as energy and professional services, as well as government entities in the USA, Canada, Australia and the UK. This further
funding will assist the development of ActiveNav’s exciting new cyber breach response division ‘Actfore’, which was
established in late 2022.
Dayrize
A provider of a rapid
sustainability impact
assessment tool
June 2024,
September 2024
0.14
Founded in 2020, Amsterdam-based Dayrize (https://dayrize.io/) has developed a rapid sustainability impact assessment tool
that delivers product-level insights for consumer goods brands and retailers. Its proprietary software platform and methodology
bring together an array of data sources to provide a single holistic product level sustainability score that is comparable across
product categories in under two seconds. This funding round is to help refine its business plan, establish greater product-
market fit and drive conversion of its customer pipeline. Capital structure terms have also been amended to encourage further
funding from its existing angel network.
VivaCity
Provider of artificial
intelligence & urban traffic
control systems
August 2024 0.88
VivaCity (
https://VivaCitylabs.com
) develops camera sensors with on-board video analytics software that enables real-time
anonymised data gathering of road transport system usage. It offers city transport authorities the ability to manage their road
infrastructure more effectively, enabling more efficient monitoring of congestion and pollution levels as well as planning for
other issues, such as the changing nature of road usage (e.g. the increasing number of cyclists). The technology and software
represent a significant leap forward for local planning authorities which have traditionally relied upon manual data collection.
Valuation changes of portfolio
investments still held
The total valuation increases were:
£6.51
million, with the main increases
being:
Veritek Global: £1.17 million
Active Navigation: £0.84 million
MPB Group: £0.73 million
Caledonian Leisure: £0.59 million
Veritek Global has undertaken a marked
turnaround having pivoted its business
model in recent years. Active Navigation
continues to gain momentum for its
incident response platform. MPB
continues to grow revenues
internationally and Caledonian is
performing well through its demand for
UK travel holidays.
The main reductions within total valuation
decreases of £(6.62) million were:
MyTutor: £(2.65) million
Bella & Duke: £(1.02) million
IPV: £(0.58) million
Dayrize B.V.: £(0.58) million
MyTutor and Bella & Duke have been
impacted by a challenging environment
for consumer facing businesses. IPV has
experienced delays in securing new
contracts and partnerships, although
through cost-saving initiatives has
improved its profitability.
Dayrize has secured several new
contracts, however its cash requirement
has been higher than anticipated.
Unfortunately, Dayrize’s need for further
capital has accelerated over recent
months such that, post the period-end,
the VCT has agreed to a capital structure
plan to facilitate further funding from its
existing angel network without requiring
further funding from the VCT. This offers
the prospect of a staged recovery of the
VCT’s loan capital over the next two
years, but only a nominal recovery for the
VCT’s equity instruments. Although
disappointing, this is believed to be the
best outcome for Shareholders.
The Company’s investment values have
been partially insulated from market
movements and lower revenue growth by
the preferred investment structures
utilised in the financing of many of the
portfolio companies. This acts to
moderate valuation swings and the net
result can be more modest falls when
portfolio company values decline.
Conversely, this can mean value growth
above the VCT’s preference amounts may
9
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Investment Portfolio
be limited for a time as enterprise values
increase through the catch-up structure.
Growth capital investing involves
companies which often have not achieved
profitability and as a result, have to be
measured on other metrics.
The table below shows the proportion of
the portfolio that is represented by
pre-profit companies (often valued by
reference to revenue multiple), compared
with more mature, established companies
with a history of profitability and which are
therefore valued on an earnings multiple:
Valuation methodology 30 September
2024
£m
% of total
investments
31 December
2023
£m
% of total
investments
Revenue multiple 78.27 69.1% 35.81 55.8%
Gross profit multiple 15.31 13.5% 8.77 13.7%
Earnings multiple 10.29 9.1% 9.33 14.5%
Bid Price 3.52 3.1% 2.24 3.5%
Net asset value 3.19 2.8% 2.09 3.3%
Cost less impairment 2.02 1.8% 1.02 1.6%
Estimated Realisation proceeds 0.68 0.6% - 0.0%
Recent investment price (subsequently calculated
as appropriate)
- 0.0% 4.88 7.6%
Total 113.28 64.14
Realisation during the period
The Company completed one exit during the period, as detailed below:
Company Business Period of
investment
Total cash proceeds over
the life of the investment/
Multiple over cost
Master
Removers
Group
A specialist logistics,
storage and removals
business
December 2014
to February
2024
£6.62 million
3.3x cost
The Company sold its investment in Master Removers Group (2019) Limited (“MRG”) to Elanders AB and alongside this, sold its
shares in MRG’s domestic removals business to management. The Company received £3.49 million from the sale plus £0.68
million after the period-end. Total proceeds received by the Company to date over the life of the investment are £6.62 million
compared to an original investment cost of £2.03 million. On a combined MIG and MIG 2 VCT basis (MIG 2 VCT amounts
being received prior to the Merger), including amounts received after period-end, total proceeds are £10.60 million compared
to an original cost of £3.25 million. Overall, this investment generated a multiple on cost of 3.3x and an IRR of 26%.
Other losses during the period
The Company realised its investment in
Bleach Holdings Limited (“Bleach”) during
the period. Bleach had significantly
underperformed in the face of issues
such as Covid-19 and the subsequent
consumer downturn. Despite a
restructuring in 2023, against a
challenging backdrop across the retail
sector, Bleach required further funding to
support its scaling which the VCTs could
not provide under current VCT rules. A
well-known hair-care provider agreed to
acquire the business and safeguard
important jobs but disappointingly only at
a level that generated a minimal return for
the VCTs. The Company had reduced its
valuation of Bleach materially in previous
periods such that upon realisation a
modest loss of just £0.04 million was
recognised in the period. Northern Bloc
Ice Cream has had similar trading
difficulties such that this investment was
recognised as a permanent impairment
resulting in a £0.06 million realised loss in
the period.
10
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Investment Portfolio
Portfolio income and yield
In the period under review, the Company received the following amounts in interest and dividend income:
Investment Portfolio Yield Period ended
30 September
2024
£m
Year ended
31 December
2023
£m
Interest received in the period 0.47 0.54
Dividends received in the period 0.02 0.09
OEIC and bank interest received in the period 1.10 2.03
Total portfolio income in the period
1.59 2.66
Net Asset Value at period 144.32 95.99
Income Yield (Income as a % of Net asset value at period-end* 1.1% 2.8%
* Yield appears lower due to a shorter period under review, as well as the acquisition of MIG 2 VCT’s assets being reflected in the net asset
value at the period-end with interest and dividend income only reflected for the period since the Merger.
Investments after the period-end
The Company made two new and three further investments totalling £2.22 million after the period-end, as detailed below:
New:
Company Business Date of
investment
Amount of new
investment (£m)
Mobility Mojo
A software platform
supporting accessibility
audits
October 2024 0.42
Based in Dublin, Mobility Mojo (https://www.mobilitymojo.com/) was founded in 2018 and empowers organisations worldwide
to create more accessible and inclusive spaces. Mobility Mojo’s innovative software platform enables companies to capture,
track, enhance, promote and benchmark the accessibility of their buildings in a standardised and cost-effective way across
their entire portfolio. The solution significantly reduces the time and expense typically associated with traditional paper-based
accessibility audits and it is adaptable to a diverse set of environments, including office spaces, hotels and retail banks. The
funding will support Mobility Mojo in expanding its marketing and sales teams, enhancing its SaaS platform with new AI-driven
capabilities and recruiting key talent to its leadership team.
Much Better
Adventures
Online travel operator
specialising in creating
unique ‘adventure’ group
trips
November
2024
0.97
Much Better Adventures (https://www.muchbetteradventures.com/) has developed a reliable, engaging, user-friendly platform
that resonates with customers. This is reflected in the positive customer reviews and strong repeat rates. It has built a strong
organic search presence in the UK through a combination of a high-quality website and social content, and curating trips that
appeal to its clear Ideal Customer Profile, a highly marketable segment that fits with the product offering. With this investment
the business will be robustly funded with the ability to tune expenditure to market conditions.
Existing:
Company Business Date of
investment
Amount of further
investment (£m)
Branchspace
Digital retail software
provider to aviation and
travel industry
November
2024
0.27
Branchspace (https://www.branchspace.com/) is a well-established specialist digital retailing consultancy and software
provider to the aviation and travel industry. Branchspace’s offering helps customers to transform their technology architecture
to unlock best-in-class digital retailing capabilities, driving distribution efficiencies and an improved customer experience.
Across two complementary service offerings, Branchspace can effectively cover the entire airline tech stack and has carved a
defensible position as sector experts, serving clients including IAG, Lufthansa and Etihad. This funding round will seek to
accelerate product development, increasing the customer reach of their SaaS offering to establish itself as the leading choice
for airline digital retailing solutions.
11
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Investment Portfolio
Company Business Date of
investment
Amount of further
investment (£m)
Preservica
Seller of proprietary
digital archiving
software
December
2024
0.46
Preservica (https://preservica.com) is a SaaS software business with blue chip customers and strong recurring revenues. It has
developed market leading software for the long-term preservation of digital records, ensuring that digital content can remain
accessible, irrespective of future changes in technology. The business has seen annual recurring revenues nearly double
over the last two financial years. This additional funding will give the business extra headroom to deliver 20-25% ARR growth
whilst seeking an exit in 2025.
FocalPoint
GPS enhancement
software provider
December
2024
0.10
Focal Point Positioning Limited (
https://focalpointpositioning.com/
) is a deep tech business with a growing IP and software
portfolio. Its proprietary technology applies advanced physics and machine learning to dramatically improve the satellite-based
location sensitivity, accuracy, and security of devices such as smartphones, wearables, and vehicles and reduce costs. The
further investment was agreed at the time of the original funding in September 2022.
Environmental, Social, Governance
considerations
The Board and the Investment Adviser
believe that the consideration of
environmental, social and corporate
governance (“ESG”) factors throughout
the investment cycle should contribute
towards enhanced shareholder value.
The Investment Adviser has a dedicated
team which is focused on sustainability
as well as the Investment Adviser’s
Sustainability Executive Committee who
provide oversight and accountability for
the Investment Adviser’s approach to
sustainability across its operations and
investment practices. This is viewed as
an opportunity to enhance the
Company’s existing protocols and
procedures through the adoption of the
highest industry standards. Each
investment executive is responsible for
setting and achieving their own
individual ESG objectives in support of
the wider overarching ESG goals of the
Investment Adviser.
The Investment Adviser’s Private Equity
division has its own Sustainable
Investment Policy, in which it commits to:
● Ensure its team understands the
imperative for effective ESG
management and is equipped to
carry this out through management
support and training.
● Incorporate ESG into the monitoring
processes of the unquoted portfolio
companies.
● Engage with the dedicated
sustainable investment team and
conduct regular monitoring of ESG
risks, sustainability initiatives and
performance in its investments.
Further detail on ESG can be found in
the Chair’s statement on page 5 and in
the Director’s Report on page 36.
Outlook
Geo-political flux is likely to persist
throughout 2025, although domestically
the economic landscape is expected to
be on a surer footing. This environment
should also present attractive
opportunities for your Company but, as a
selective investor, it still has the
advantage of being able to take a
longer-term view of both new and
portfolio follow-on investments. The
early-stage cohort of investments are
taking on the challenges presented and
are expected to accelerate their funding
plans, however this should also produce
attractive further investment
opportunities.
The first Budget under the new Labour
Government was held after the period-
end, the content of which weighed
heavily on the overall health of the UK
economy. Of particular note and concern
for the portfolio and its companies, there
is an expected impact of increased
Employer’s National Insurance
contributions.
Gresham House’s seasoned investment
managers and advisers are a vital
source of knowledge and experience
available to support the Company’s
portfolio of management teams. In this
respect, Gresham House is well placed
by having one of the largest and most
experienced portfolio teams in the
industry with an average of over 18
years’ relevant industry experience.
Pleasingly, the portfolio continues to
perform in delivering growth against a
challenging backdrop, although the
early-stage companies will need careful
monitoring and guidance. The new and
further investment landscape should
provide continued opportunities to
expand the portfolio with assets with the
potential to generate strong returns for
investors. The Company’s strong
liquidity provides Gresham House with
ample capacity to fulfil these prospects.
Gresham House Asset Management
Limited
Investment Adviser
13 January 2025
12
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Investment Portfolio
Investments by market sector by value
Investments by value remain spread across a number of FTSE sectors, primarily in software and computer services, retailers and
industrial support services. Although the portfolio appears concentrated on three main sectors, the range of companies
contained within these sectors is considered to be very diverse. The Investment Adviser continues to target further investments
to complement these sectors.
30 September 2024 31 December 2023
0% 20% 25%
30%35%
40%
45% 50%
10%5% 15%
0.0%
1.4%
0.8%
1.4%
2.3%
1.1%
0.9%
1.4%
2.6%
3.6%
3.5%
47.2%
58.7%
13.8%
4.3%
29.6%
26.6%
0.8%
55% 60%
Food producers
Consumer services
General industrials
Healthcare
Travel & leisure
Technology, hardware & equipment
Industrial support services
Retailers
Software and computer services
Age of the portfolio by value
20232023
< 1 year
1 - 2 years
2 - 3 years
3 - 4 years
MBO/MBI
Growth Capital
AIM
4 - 5 years
> 5 year
s
20242024
20242024
6.7%3.1%
90.2%
10.0%
4.1%
58.4%
12.7%
9.2%
5.6%
20232023
10.6%
3.5%
86.0%
1.0%
7.4%
4.5%
70.0%
9.8%
7.3%
Type of investment by value
20232023
< 1 year
1 - 2 years
2 - 3 years
3 - 4 years
MBO/MBI
Growth Capital
AIM
4 - 5 years
> 5 years
20242024
20242024
6.7%3.1%
90.2%
10.0%
4.1%
58.4%
12.7%
9.2%
5.6%
20232023
10.6%
3.5%
86.0%
1.0%
7.4%
4.5%
70.0%
9.8%
7.3%
Investments made after the 2015 rule changes are all growth capital investments which are young businesses using the
Company’s investment for growth and development purposes (as defined under VCT legislation).
Investments made before the 2015 rule change include all investments made under the Investment Adviser’s management
buyout (“MBO”) strategy and management buy in (“MBI”) strategies. This typically includes MBO and MBI investments which are
more mature, but also contains some growth capital investments.
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Annual Report & Financial Statements 2024
Investment Portfolio
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Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Principal investments in the portfolio at 30 September 2024 by valuation
Preservica Limited
www.preservica.com
Book cost £15,426,000
Valuation £31,174,000
Basis of valuation
Revenue multiple
Equity % held
26.7%
Income receivable in period
£93,971
Business
Seller of proprietary digital archiving
software
Location
Abingdon, Oxfordshire
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2024
Turnover £13,711,000
Operating loss £(2,881,000)
Loss before taxation £(3,291,000)
Net liabilities £(5,988,000)
Year ended 31 March 2023
Turnover £11,542,000
Operating loss £(4,343,000)
Loss before taxation £(4,731,000)
Net liabilities £(4,197,000)
Additions/disposals
None.
Financial information above and opposite is derived from publicly available Report and Accounts. The valuation of each investee
company is derived in line with the valuation methodology detailed in Note 8 and is typically based upon each investee
company’s latest management accounts information not yet disclosed to public sources.
Investment Portfolio
MPB Group Limited
www.mpb.com
Book cost £7,224,000
Valuation £15,313,000
Basis of valuation
Revenue multiple
Equity % held
6.4%
Income receivable in
period
Nil
Business
Online marketplace for used
photographic equipment
Location
Brighton
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2024
Turnover £172,622,000
Operating loss £(2,080,000)
Loss before taxation £(8,166,000)
Net assets £23,888,000
Year ended 31 March 2023
Turnover £136,763,000
Operating loss £(4,057,000)
Loss before taxation £(8,987,000)
Net assets £19,949,000
Additions/disposals
None.
Data Discovery Solutions Limited
(trading as Active Navigation)
www.activenavigation.com
Book cost £7,214,000
Valuation £9,097,000
Basis of valuation
Revenue multiple
Equity % held
20.7%
Income receivable in
period
Nil
Business
Provider of a global market leading
file analysis software for information
governance, security and compliance
Location
Winchester
Original transaction
Growth capital
Audited financial information
Year ended 29 June 2023
Turnover £12,051,000
Operating profit £1,623,000
Profit before taxation £991,000
Net assets £5,851,000
Year ended 29 June 2022
Turnover £6,345,000
Operating loss £(59,000)
Loss before taxation £(1,769,000)
Net assets £4,305,000
Additions/disposals
Follow on investment of £1.79
million.
15
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Further details of the investments in the portfolio may be found on the Gresham House Ventures website:
www.greshamhouseventures.com.
Operating profit is stated before charging depreciation and amortisation, where appropriate, for all investee companies.
Book cost figures above include the fair value of assets acquired from Mobeus Income & Growth 2 VCT plc acquired on
26 July 2024. Valuation represents the fair value of the Company’s and former MIG 2 VCT instruments at 30 September 2024.
Bella & Duke Limited
www.bellaandduke.com
Book cost £5,473,000
Valuation £4,453,000
Basis of valuation
Revenue multiple
Equity % held
10.2%
Income receivable in
period
£Nil
Business
A premium frozen raw dog food
provider
Location
Edinburgh
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2024
Turnover £25,938,000
Operating profit £353,000
Loss before taxation £(558,000)
Net assets £1,944,000
Year ended 31 March 2023
Turnover £22,945,000
Operating profit £458,000
Loss before taxation £(622,000)
Net assets £2,431,000
Additions/disposals
None.
Investment Portfolio
Arkk Consulting Limited
www.arkksolutions.com
Book cost £3,771,000
Valuation £4,505,000
Basis of valuation
Revenue multiple
Equity % held
14.2%
Income receivable in
period
£41,316
Business
Provides financial automation
platforms for businesses
Location
London
Original transaction
Growth capital
Audited financial information
Year ended 31 December 2023
Turnover £7,003,000
Operating profit £1,816,000
Loss before taxation £(62,000)
Net liabilities £(1,151,000)
Year ended 31 December 2022
Turnover £6,360,000
Operating profit £1,229,000
Loss before taxation £(521,000)
Net liabilities £(1,202,000)
Additions/disposals
None.
VivaCity Labs Limited
www.VivaCitylabs.com
Book cost £4,063,000
Valuation £4,128,000
Basis of valuation
Revenue multiple
Equity % held
15.7%
Income receivable in
period
Nil
Business
Provider of artificial intelligence &
urban traffic control systems
Location
London
Original transaction
Growth capital
Audited financial information
Year ended 31 December 2023
Turnover £6,011,000
Operating loss £(6,950,000)
Loss before taxation £(7,054,000)
Net liabilities £(1,229,000)
Year ended 31 December 2022
Turnover £5,937,000
Operating loss £(6,148,000)
Loss before taxation £(6,351,000)
Net assets £3,591,000
Additions/disposals
Follow on investment of £0.88
million.
16
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Rota Geek Limited
www.rotageek.com
Book cost £2,959,000
Valuation £3,316,000
Basis of valuation
Revenue multiple
Equity % held
8.8%
Income receivable in period
£24,745
Business
Workforce management software
developer
Location
London
Original transaction
Growth capital
Unaudited financial information
Year ended 31 December 2023
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Profit/(loss) before taxation
Not disclosed
Net liabilities £(4,072,000)
Year ended 31 December 2022
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Profit/(loss) before taxation
Not disclosed
Net liabilities £(1,247,000)
Additions/disposals
None.
Principal investments in the portfolio at 30 September 2024 by valuation
Investment Portfolio
Rapunzel Newco Limited
(trading as Virgin Wines UK plc)
www.virginwines.co.uk
Book cost £1,382,000
Valuation £3,480,000
Basis of valuation
Bid price (AIM quoted)
Equity % held
16.0%
Income receivable in period
Nil
Business
Online wine retailer
Location
Norwich
Original transaction
Management buyout
Audited financial information*
Year ended 30 June 2024
Turnover £59,005,000
Operating profit £2,544,000
Profit before taxation £1,681,000
Net assets £23,320,000
Year ended 30 June 2023
Turnover £58,998,000
Operating profit £473,000
Loss before taxation £(737,000)
Net assets £21,822,000
* Trading information above related to
Virgin Wines UK plc.
Additions/disposals
None.
End Ordinary Group Limited
(trading as Buster and Punch)
www.busterandpunch.com
Book cost £3,388,000
Valuation £3,692,000
Basis of valuation
Earnings multiple
Equity % held
16.2%
Income receivable in period
Nil
Business
Industrial inspired lighting and
interiors retailer
Location
Stamford, Lincolnshire
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2023
Turnover £23,832,000
Operating profit £2,153,000
Profit before taxation £1,468,000
Net assets £12,984,000
Year ended 31 March 2022
Turnover £21,678,000
Operating profit £2,899,000
Profit before taxation £2,474,000
Net assets £11,684,000
Additions/disposals
None.
Financial information above and opposite is derived from publicly available Report and Accounts. The valuation of each investee
company is derived in line with the valuation methodology detailed in Note 8 and is typically based upon each investee
company’s latest management accounts information not yet disclosed to public sources.
17
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Ozone Financial Technology
Limited
www.ozoneapi.com
Book cost £2,445,000
Valuation £2,847,000
Basis of valuation
Revenue multiple
Equity % held
2.8%
Income receivable in period
Nil
Business
Open banking software developer
Location
London
Original transaction
Growth capital
Unaudited financial information
Year ended 30 September 2023
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Profit/(loss) before taxation
Not disclosed
Net liabilities £(1,136,000)
Year ended 30 September 2022
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Profit/(loss) before taxation
Not disclosed
Net liabilities £(455,000)
Additions/disposals
New investment of £1.28 million.
Veritek Global Holdings
Limited
www.veritekglobal.com
Book cost £1,610,000
Valuation £2,417,000
Basis of valuation
Revenue multiple
Equity % held
21.8%
Income receivable in
period
£98.186
Business
Maintenance of imaging equipment
Location
Polegate, East Sussex
Original transaction
Management buyout
Audited financial information
Year ended 31 March 2023
Turnover £10,517,000
Operating loss £(72,000)
Loss before taxation £(161,000)
Net liabilities £(116,000)
Year ended 31 March 2022
Turnover £7,130,000
Operating loss £(200,000)
Loss before taxation £(252,000)
Net assets £45,000
Additions/disposals
None.
Investment Portfolio
Caledonian Leisure Limited
www.caledonian.com
Book cost £1,824,000
Valuation £2,980,000
Basis of valuation
Earnings multiple
Equity % held
14.4%
Income receivable in period
£39,709
Business
UK leisure and experience breaks
provider
Location
Glasgow
Original transaction
Growth capital
Audited financial information
Year ended 31 December 2023
Turnover £55,006,000
Operating profit £1,455,000
Profit before taxation £1,665,000
Net assets £3,254,000
Year ended 31 December 2022
Turnover £40,060,000
Operating profit £450,000
Profit before taxation £359,000
Net assets £1,852,000
Additions/disposals
None.
Further details of the investments in the portfolio may be found on the Gresham House Ventures website:
www.greshamhouseventures.com.
Operating profit is stated before charging depreciation and amortisation, where appropriate, for all investee companies.
Book cost figures above include the fair value of assets acquired from Mobeus Income & Growth 2 VCT plc acquired on
26 July 2024. Valuation represents the fair value of the Company’s and former MIG 2 VCT instruments at 30 September 2024.
18
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Market
sector
Date of
investment
Total
book
cost
2
£’000
Valuation
£’000
Like for
like
valuation
increase/
(decrease)
over
period
1
% value
of net
assets
% of equity
held by
funds
managed
and
advised by
Gresham
House
Investment Portfolio
Preservica Limited
Seller of proprietary digital archiving
software
Software and
computer services
Dec-15 15,426 31,174 1.5% 21.6% 57.8%
MPB Group Limited
Online marketplace for used
photographic and video equipment
Retailers Jun-16 7, 224 15,313 5.0% 10.6% 13.7%
Data Discovery Solutions Limited
(trading as Active Navigation)
Provider of global market leading file
analysis software for information
governance, security and compliance
Software and
computer services
Nov-19 7,214 9,097 13.0% 6.3% 44.0%
Arkk Consulting Limited (trading as
Arkk Solutions)
Provider of services and software to
enable organisations to remain
compliant with regulatory reporting
requirements
Software and
computer services
May-19 3,771 4,505 7.8% 3.1% 30.1%
Bella & Duke Limited
A premium frozen raw dog food
provider
Retailers Feb-20 5,473 4,453 (18.6)% 3.1% 21.2%
VivaCity Labs Limited
Provider of artificial intelligence &
urban traffic control systems
Technology,
hardware &
equipment
Feb-21 4,063 4,128 6.9% 2.9% 32.5%
End Ordinary Group Limited (trading
as Buster and Punch)
Industrial inspired lighting and
interiors retailer
Retailers Mar-17 3,388 3,692 ( 7.7 )% 2.6% 34.6%
Rapunzel Newco Limited (trading as
Virgin Wines UK plc (AIM quoted))
Online Wine retailer
Retailers Nov-13 1,382 3,480 (1.8)% 2.4% 41.6%
Rota Geek Limited
Workforce management software
developer
Software and
computer services
Aug-18 2,959 3,316 11.1% 2.3% 18.9%
Caledonian Leisure Limited
Provider of UK leisure and experience
breaks
Travel & leisure Mar-21 1,824 2,980 20.9% 2.1% 30.0%
Ozone Financial Technology Limited
Open banking software developer
Software and
computer services
Dec-23 2,445 2,847 16.6% 2.0% 11.8%
Veritek Global Holdings Limited
Maintenance of imaging equipment
Industrial support
services
Jul-13 1,610 2,417 60.8% 1.7% 50.0%
Legatics Holdings Limited
SaaS LegalTech software provider
Software and
computer services
Jun-21 2,271 2,390 6.1% 1.7% 28.5%
EOTH Limited (trading as Equip
Outdoor Technologies)
Branded outdoor equipment and
clothing (Rab and Lowe Alpine)
Retailers Oct-11 2,096 2,070 - 1.4% 0.0%
OnSecurity Technology Limited
Cybersecurity services business
Software and
computer services
Jun-24 1,556 1,940 New
investment
1.3% 20.0%
Investment Portfolio Summary
as at 30 September 2024
Investment Portfolio
Blue Investment made prior to 2015 VCT rule change
Green Investment made after 2015 VCT rule change
19
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Market
sector
Date of
investment
Total
book
cost
2
£’000
Valuation
£’000
Like for
like
valuation
increase/
(decrease)
over
period
1
% value
of net
assets
% of equity
held by
funds
managed
and
advised by
Gresham
House
Connect Childcare Group Limited
Nursery management software
provider
Software and
computer services
Dec-20 1,887 1,865 43.1% 1.3% 10.6%
Orri Limited
An intensive day care provider for
adults with eating disorders
Healthcare Sep-22 1,727 1,770 (8.6)% 1.2% 38.3%
My TutorWeb Limited (trading as
MyTutor)
Digital marketplace connecting
school pupils seeking one-to-one
online tutoring
Industrial support
services
May-17 5,033 1,754 (85.8)% 1.2% 24.1%
Scileads Limited
A data and lead generation platform
operating within life science verticals
Software and
computer services
Mar-24 1,209 1,209 New
investment
0.8% 16.5%
CGI Creative Graphics International
Limited
Vinyl graphics to global automotive,
recreational vehicle and aerospace
markets
General industrials Jun-14 2,263 1,204 (0.7)% 0.8% 26.9%
Other investments made prior to 2015 VCT rule change
outside Top 20
2
1,785 676 0.5%
Other investments made after 2015 VCT rule change
outside Top 20
4
19,157 11,003 7.6%
Total investments 95,763 113,283 78.5%
5
Current asset investments and cash
at bank
6
31,257 31,257 21.7%
Total investments 127,020 144,540 100.2%
Other assets 258 0.2%
Current liabilities (480) (0.4)%
Net assets 144,318 100.0%
Portfolio split by type
Investment made prior to 2015 VCT rule change 9,136 9,847 8.7%
Investment made after 2015 VCT rule change 86,627 103,436 91.3%
Total investment portfolio 95,763 113,283 100.0%
Investment Portfolio
1
This percentage change in 'like for like' valuations is a comparison of the 30 September 2024 valuations with the 31 December 2023 valuations
(or where a new investment has been made in the year, the investment amount), having adjusted for any partial disposals, loan stock
repayments or new investments in the year. This includes valuation movements in respect of assets acquired from Mobeus Income & Growth 2
VCT plc on 26 July 2024 to 30 September 2024.
2
Book cost includes the fair value of investments acquired from Mobeus Income & Growth 2 VCT plc ("MIG 2 VCT") of £47,706,877 where still
held at 30 September 2024.
Other notes are overleaf.
Blue Investment made prior to 2015 VCT rule change
Green Investment made after 2015 VCT rule change
20
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Investment Portfolio Summary
as at 30 September 2024
Investment Portfolio
3
Other investments made prior to the 2015 VCT rule change comprise: Master Removers Group 2019 Limited (trading as Anthony Ward Thomas,
Bishopsgate and Aussie Man & Van), Racoon International Group Limited and SEC Group Limited (formerly RDL Corporation Limited).
4
Other investments made after the 2015 VCT rule change comprise: Cognassist UK Limited, Huddl Mobility Limited (trading as CitySwift),
Manufacturing Services Investment Limited (trading as Wetsuit Outlet), Branchspace Limited, Lads Store Limited (trading as Bidnamic), Proximity
Insight Holdings Limited, FocalPoint Positioning Limited, Pets' Kitchen Limited (trading as Vet's Klinic), Mable Therapy Ltd, IPV Limited, Azarc.io,
Connect Earth Limited, Dayrize B.V., Parsley Box Limited (formerly Parsley Box Group plc), Northern Bloc Ice Cream Limited, Spanish Restaurant
Group Limited (trading as Tapas Revolution) (in administration), BookingTek Limited and Kudos Innovations Limited.
5
At 30 September 2024, the Company held more than 80% of its total investments in qualifying holdings and therefore complied with the VCT
qualifying investment test. For the purposes of the VCT qualifying investment test, the Company is permitted to disregard disposals of
investments for twelve months from the date of disposal. It also has up to three years to bring in new funds raised, before these need to be
included in the qualifying investment test.
6
Disclosed as Current asset investments and Cash at bank within Current assets in the Balance sheet on page 56.
21
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Company Objective
The Objective of the Company is to
provide investors with a regular income
stream, by way of tax-free dividends
generated from income and capital
returns, while continuing, at all times, to
qualify as a VCT.
Summary of Investment Policy
The Company’s policy is to invest
primarily in a diverse portfolio of UK
unquoted companies. Investments are
generally structured as part loan and
part equity in order to receive regular
income, to generate capital gain upon
sale and to reduce the risk of high
exposure to equities. To spread the risk
further, investments are made in a
number of businesses across different
industry sectors.
The Company’s cash and liquid
resources are held in a range of
investments which can be of varying
maturities, subject to the overriding
criterion that the risk of loss of capital be
minimised.
The Company seeks to make
investments in accordance with the
requirements of VCT regulation. A
summary of this is set out on page 22.
The full text of the Company’s
Investment Policy is available in Key
Policies on page 26 of this Strategic
Report.
The Company and its business model
The Company is a Venture Capital Trust
and its Objective and Investment Policy
are designed to ensure that it continues
to qualify as a VCT, and continues to be
approved as such by HM Revenue &
Customs (“HMRC”), whilst maximising
returns to Shareholders from both
income and capital. A summary of the
most important rules that determine VCT
approval is contained in the panel
headed “Summary of VCT regulation”
overleaf.
As a fully listed company on the London
Stock Exchange, the Company is
required to comply with the listing rules
governing such companies. The listing
also fulfils a requirement for VCT
approval to maintain its VCT status.
The Company is an externally advised
Fund with a Board comprising Non-
Executive Directors only. The Board has
overall responsibility for the Company’s
affairs including the determination of its
Investment Policy (material changes to
which are subject to approval by
Shareholders). Investment advice and
operational support are outsourced to
external service providers (including the
Investment Adviser, Company Secretary
and Administrator and Registrar), with the
key strategic and operational framework
and key policies set and monitored by
the Board. Investment and divestment
proposals are originated, negotiated and
recommended by the Investment Adviser
and are then subject to comment,
approval or rejection by the Directors.
Further details are contained in the
Stakeholder Engagement and Directors’
Duties section on pages 27 to 29.
The Company usually co-invests
alongside the Baronsmead VCTs and the
other Mobeus VCT managed or advised
by Gresham House, in new unquoted
investments in proportion to the relative
net assets of each VCT (excluding direct
AIM investments).
The total percentage of equity held in
each investment by all funds advised by
the Investment Adviser is shown in the
Investment Portfolio Summary on pages
18 to 20.
Private individuals invest in the Company
to benefit from both income and capital
returns from the portfolio. By subscribing
for shares in a VCT they also receive
immediate income tax relief (currently
30% of the amount subscribed by an
investor). Investors receive tax-free
dividends from the Company and incur
no capital gains tax upon the eventual
sale of the shares. These tax benefits are
subject to the VCT maintaining its
approved VCT status and the shares
being held for a minimum of five years
from the date of subscription.
Board of Non-Executive Directors
Responsible for:
- Governing all aspects of the Company’s
operations, including relationships with
key service providers
- Setting and monitoring the Investment Policy
and other key policies
- Approving VCT investments and divestments on
the recommendation of the Investment Adviser
Investment Adviser
(Gresham House Asset
Management Limited)
Responsible for implementing the Investment
Policy and recommending suitable new
investments and realisations to the Board
Investors
Typically:
- Private individuals
- Aged 18 plus
- UK tax payers
Company Secretary & Administrator
(Gresham House Asset
Management Limited)
Responsible for providing company secretarial
and administration services to the Company
Investee companies
- Comply with VCT tax legislation
Primarily:
- Unquoted companies
- Operate within the UK
- Meet the criteria set out in the Investment Policy
The Company’s business model is set out in the diagram below:
Strategic Report
Strategic Report
22
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
Summary of VCT regulation
To maintain its status as a VCT, the
Company must meet a number of
conditions, the most important of which
are that:
● the Company must hold at least
80%, by VCT tax value
1
, of its total
investments (shares, securities and
liquidity) in VCT qualifying holdings,
within approximately three years of
a fundraising;
● all qualifying investments made by
VCTs after 5 April 2018, together
with qualifying investments made
by funds raised after 5 April 2011
are, in aggregate, required to
comprise at least 70% by VCT tax
value in “eligible shares”, which
carry no preferential rights (save as
may be permitted under VCT rules);
● no investment in a single company
or group of companies may
represent more than 15% (by VCT
tax value) of the Company’s total
investments at the date of
investment;
● the Company must pay sufficient
levels of income dividend from its
revenue available for distribution so
as not to retain more than 15% of its
income from shares and securities
in a year;
● the Company’s shares must be
listed on the London Stock
Exchange or a regulated European
stock market;
● non-qualifying investments cannot
be made, except for certain
exemptions in managing the
Company’s short-term liquidity;
● VCTs are required to invest 30% of
funds raised in an accounting
period beginning on or after 6 April
2018 in qualifying holdings within 12
months of the end of the accounting
period; and
● the period for reinvestment of
proceeds on disposal of qualifying
investments is 12 months.
To be a VCT qualifying holding, new
investments must be in companies:
● which carry on a qualifying trade;
● which have no more than £15 million
of gross assets at the time of
investment and no more than £16
million immediately following
investment from VCTs;
● whose maximum age is generally
up to seven years (ten years for
knowledge intensive businesses);
● that receive no more than an annual
limit of £5 million and a lifetime limit
of £12 million (for knowledge
intensive companies the annual limit
is £10 million and the lifetime limit is
£20 million), from VCTs and similar
sources of State Aid funding; and
● that use the funds received from
VCTs for growth and development
purposes.
In addition, VCTs may not:
● offer secured loans to investee
companies and any returns on loan
capital above 10% must represent
no more than a commercial return
on the principal; and
● make investments that do not meet
the ‘risk to capital’ condition (which
requires a company, at the time of
investment, to be an
entrepreneurial company with the
objective to grow and develop, and
where there is a genuine risk of loss
of capital).
1
VCT tax value means as valued in
accordance with prevailing VCT legislation.
The calculation of VCT tax value is arrived
at using tax values, based on the cost of the
most recent purchase of an investment
instrument in a particular company, which
may differ from the actual cost of each
investment shown in the Investment
Portfolio Summary on pages 18 to 20.
23
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Performance and Key Performance Indicators
The Board has identified six key performance indicators that it uses to assess the Company’s progress. Some of these are
classified as alternative performance measures (“APMs”) in line with Financial Reporting Council (“FRC”) guidance. See Glossary
of terms for details on pages 85 and 86. APMs are measures of performance in addition to the data reported in the Financial
Statements:
1 Relative shareholder total returns;
2 Relative and Absolute NAV total returns;
3 Dividends paid compared with the dividend target;
4 Management of share price discount to NAV;
5 Compliance with VCT legislation; and
6 Management of expenses.
1 Relative shareholder total returns
The Board monitors the total returns received by Shareholders. These total returns take into account both income received
(dividends) and capital (share price) movements. The Company’s total returns are then compared with those achieved by
other similar VCTs. The Company has a target of maintaining performance in the top quartile of this peer group with
particular emphasis placed upon the longer-term five and ten-year periods.
The total returns of the Company and its rankings against other companies in an Index of generalist VCTs which are members of
the Association of Investment Companies (“AIC”) have been as follows:
Period to 30 September 2024 Total return (share price basis) % Ranking (AIC generalist VCTs)
3 years 4.2 17 out of 32
5 years 74.7 2 out of 32
10 years 194.1 1 out of 26
Source: AIC 30 September 2024
The above data was prepared by Morningstar on behalf of the AIC on the basis that dividends were reinvested in shares in the
Company on the last trading day of the month in which the shares were quoted ex-dividend.
Overall, the Board considers the long term relative shareholder total returns to be very good. The nature of VCT investing reflects
a medium to long-term horizon particularly by reference to the five-year hold period for investors to be eligible for upfront income
tax relief.
2 Relative and Absolute NAV total returns
The Board also monitors relative net asset value total returns. These returns are calculated as above but using NAVs rather
than share prices. This removes the effects of changes in the discounts/premiums at which share prices trade, relative to
NAVs, which the Investment Adviser does not directly control. The Board uses NAV total returns to measure the relative
performance of the Investment Adviser. The Company has a target of maintaining performance in the top quartile of its peer
group with particular emphasis placed upon the longer-term five and ten-year periods.
The returns of the Company and its rankings against other companies in an Index of generalist VCTs which are members of the
AIC have been as follows:
Period to 30 September 2024 Total return (NAV basis)% Ranking (AIC generalist VCTs)
3 years (3.1) 21 out of 32
5 years 64.1 4 out of 32
10 years 144.5 1 out of 26
Source: AIC 30 September 2024
The above data was prepared by Morningstar on behalf of the AIC on the basis that dividends were reinvested in the Company
on the last trading day of the month in which the shares were quoted ex-dividend.
Overall, the Board considers the long term relative NAV total returns to be very good. The nature of VCT investing reflects a
medium to long-term horizon particularly by reference to the five-year hold period for investors to be eligible for upfront income
tax relief.
24
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Absolute NAV Returns for the period/year
Period ended
30 September 2024
Year ended
31 December 2023
(pence per share) (pence per share)
Total return (p)
Closing NAV per share 54.70 58.43
Plus: dividends paid in period/year 4.00
1
9.50
NAV Total return for period/year 58.70 67.93
Less: opening NAV per share 58.43 64.01
Increase in NAV Return for period/year per share
2
0.27 3.92
% NAV Total return for period/year 0.5% 6.1%
Note 1 - Dividends paid in the period refers to the interim dividend of 4.00 pence per share paid on 31 May 2024 in respect of the
period under review.
Note 2 - The analysis of the source of the NAV Return of 0.27 pence per share is set out below:
NAV Return per share for the period/year is comprised of: Period ended
30 September 2024
(pence per share)
Year ended
31 December 2023
(pence per share)
Gross portfolio capital returns* (0.08) 3.91
Gross income returns* 0.53 1.40
Costs (including tax charge) (0.78) (1.45)
Other movements 0.60 0.06
Increase in NAV return for the period/year as above 0.27 3.92
* The contributions from gross portfolio capital returns and gross income returns are shown before deducting attributable costs.
They are explained below under Review of financial performance for the period/year. Costs are referred to in section 6 on page
26.
The NAV return for the period of 0.27 pence per share is split between its capital and revenue elements (expressed in £ millions)
under Review of financial performance for the year below.
Shareholders should note that the Board assesses these returns against the Company’s ability to meets its annual dividend
target (explained at page 25 below Dividends paid compared with the dividend target).
Review of financial performance for the period/year
Period ended
30 September 2024
(£m)
Year ended
31 December 2023
(£m)
Capital return (1.32) 5.13
Revenue return 0.45 1.22
Total return (0.87) 6.35
The capital return for the period of £(1.32) million (0.50 pence decrease in NAV return for the period per share, plus costs
charged to capital) is primarily due to a net decrease in the unrealised valuation of portfolio companies and by Investment
Adviser fees charged to capital. The decrease in capital return from £5.13 million to £(1.32) million is principally due both to net
unrealised gains in 2023 being higher (£6.14 million decrease), as well as due to lower realised gains on disposals in 2024
compared to 2023 (£0.49 million decrease).
The revenue profit for the period of £0.45 million (0.17 pence of NAV return for the period per share, net of costs charged to
revenue) is derived from income, primarily liquidity fund and loan interest and dividends, outweighing revenue expenses. There
was a decrease due to higher investment adviser fees generated from higher net assets resulting from the merger as well as
merger costs. Additionally, the decrease was in part due to the period under review reflecting only a nine-month period to
30 September 2024 compared to a full year to 31 December 2023.
Strategic Report
25
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
* Note that the dividend policy was amended on 26 July 2024. In future Reports, this table will be by reference to the updated dividend
target of 7% of opening NAV per share.
4 Management of share price discount to NAV
The Board recognises that Shareholders may wish to sell their shares from time to time and that the secondary market for
VCT shares can be limited. Subject to applicable regulation and market conditions and the Company having sufficient
available funds and distributable reserves, it is the Board’s current intention to pursue a buy back policy with the objective of
maintaining the discount to the latest published NAV per share at which the shares trade at approximately 5%. The Board’s
priority will remain to act prudently and in the interests of remaining Shareholders.
The discount for the Company’s shares at 30 September 2024 was 4.6% (year ended 31 December 2023: 4.6%) based upon the
share price shown in the Performance Summary on page 1 and the NAV at 26 July 2024 of 56.09 pence per share.
Shareholders granted the Directors authority to buy back up to 51,168,897 of the Company’s shares, representing 14.99% of the
shares in issue at the date of the notice of the meeting, at the AGM held on 29 February 2024. Shares bought back under this
authority are cancelled and the Directors do not intend to exercise this authority unless they believe that in doing so it would
result in an increase in net assets per share, which would be in the interests of Shareholders generally. A resolution to renew this
authority will be proposed at the forthcoming AGM, further details of which can be found on page 37.
During the period-ended 30 September 2024, the Company bought back 3,321,634 shares, representing 2.0% of its issued share
capital at the beginning of the period. The Company agreed to purchase shares from Panmure Liberum at a discount to the latest
previously announced NAV per share in line with the stated discount policy at the time. The Company subsequently purchased
these shares at prices ranging from 52.29 pence to 57.11 pence per share and cancelled them.
5 Compliance with VCT legislation
In making their investment in a VCT, Shareholders become eligible for a number of tax benefits under VCT tax legislation, as
long as the Company also complies with VCT tax legislation. To achieve this, the Company must meet a number of tests set
by the VCT tax legislation.
The principal tests are summarised in the panel entitled “Summary of VCT regulation” on page 22. Throughout the period-ended
30 September 2024, and at the date of this Report, the Company continued to meet these tests.
Dividends per share paid and
declared in respect of the
financial period-ended
30 September 2024 are
4.00 pence.
3 Dividends paid compared with the dividend target
Up to the date of the acquisition of MIG 2 VCT plc on 26 July 2024, the Company had a target of paying an annual dividend
of at least 4.00 pence per share in respect of each financial year. Since this date, the Board has a revised dividend target of
7% of the opening NAV per share.
The previous 4.00 pence per share target was met during the period under review by the dividend payment of 4.00 pence per
share on 31 May 2024, the Company having met or exceeded this target for each of the last fifteen years. As the NAV per share
of the Company is expected to continue to vary, the Board considers it appropriate to adopt an annual dividend target set as a
percentage rather than a fixed pence per share amount. The Board intends to continue to maximise the stream of dividend
distributions to its Shareholders from the income and capital gains generated by the portfolio or from other distributable
reserves. However, the ability of the Company to pay dividends in the future cannot be guaranteed and will be subject to
performance and available cash and reserves.
0.00
5.00
10.00
15.00
Penc
e
per
share
31/12/2020 31/12/2021 31/12/2022 31/12/2023
Dividends paid and payable in respect of the financial period/year
D
ividends paid and payable in respect of the financial year/period
4.00
9.00
9.50
8.00
30/09/2024*
11.00
A
nnual dividend target
26
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
6 Management of expenses
Shareholders will be aware there are a number of costs involved in operating a VCT. Shareholders do not bear costs in
excess of the expense cap of 3.00% (3.60% prior to Merger).
The Board monitors costs using the Ongoing Charges Ratio which is set out in the table below:
Financial period/year 2024 2023 2022 2021 2020
Ongoing Charges Ratio 2.29% 2.54% 2.58% 2.28% 2.56%
The Ongoing Charges Ratio has been calculated using the AIC recommended methodology except that closing net assets has
been used as the basis rather than an average as this more accurately reflects the level of net assets of the Company in future.
The Ongoing Charges Ratio for the period has decreased from last year resulting from the cost savings achieved and expected
following the Merger.
Investment Adviser fees and other expenses
Investment Adviser fees have decreased from £2.19 million to £1.72 million, charged to both revenue (decrease of £0.12 million)
and capital (decrease of £0.35 million). This is primarily due to the reflection of fees over a nine-month period rather than a full
year. Other expenses (all charged to revenue) have decreased from £0.54 million to £0.40 million, again resulting from a shorter
period under review. There are Merger costs incurred of £131,410 as shown on the Income Statement, for further details see
Note 4. Further details of these expenses and Merger costs are contained in the Financial Statements on pages 55 to 78.
Strategic Report
Key policies
The Board has put in place the following policies to be applied to meet the
Company’s overall Objective and to cover specific areas of the Company’s business:
Investment policy
The Investment policy is designed to
meet the Company’s overall
Objective:
Investments
The Company invests primarily in a
diverse portfolio of UK unquoted
companies. Investments are made
selectively across a number of
sectors, principally in established
companies. Investments are usually
structured as part loan stock and part
equity in order to produce a regular
income stream and to generate
capital gains from realisations.
There are a number of conditions
within the VCT legislation which need
to be met by the Company and which
may change from time to time. The
Company will seek to make
investments in accordance with the
requirements of prevailing VCT
legislation.
Asset allocation and risk
diversification policies, including the
size and type of investments the
Company makes, are determined in
part by the requirements of prevailing
VCT legislation. No single investment
may represent more than 15% (by VCT
tax value) of the Company’s total
investments at the date of
investment.
Liquidity
The Company’s cash and liquid funds
are held in a portfolio of readily
realisable interest-bearing
investments, deposit and current
accounts, of varying maturities,
subject to the overriding criterion that
the risk of loss of capital be
minimised.
Borrowing
The Company’s Articles of
Association permit borrowings of
amounts up to 10% of the adjusted
capital and reserves (as defined
therein). However, the Company has
never borrowed, and the Board
would only consider doing so in
exceptional circumstances.
Other key policies
Diversity policy
The Directors have considered diversity
in relation to the composition of the Board
and have concluded that the Board’s
membership in the period to
30 September 2024 was diverse in
relation to gender and experience. The
Company comprises two male and two
female directors and does not have any
senior managers or employees. The
Board has made a commitment to always
consider diversity in making future
appointments. As part of the Merger
discussion and appointment of two
directors from MIG 2 VCT, the Board took
this opportunity to re-emphasise the
commitment it made to continue to
consider diversity when making all future
appointments.
Further policies
In addition to the Investment policy and
Diversity policy above and the policies on
payment of dividends and share
buybacks which were discussed earlier in
this section, the Board has considered its
obligations and responsibilities as a VCT
and where appropriate the Company has
adopted a number of further policies
relating to:
● Anti-bribery;
● Whistleblowing;
● Social and environmental
responsibility;
● Global greenhouse emissions;
● Human Rights;
● Financial risk management; and
● Anti-tax evasion
These further policies are explained in
the Directors’ Report on pages 35 to 38
of this Annual Report.
27
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Stakeholder Engagement and Directors’ Duties
The Board has discussed the discharge of their Directors’ duties under Section 172 of the Companies Act 2006 having regard to
the factors set out under Provision 5 of the Association of Investment Companies (“AIC”) Code and in line with the Corporate
Governance Code. The views and the impact of the Company’s activities on the key stakeholders are an important consideration
for the Board when making relevant decisions. The Board, in normal circumstances, engages directly with stakeholder groups
through annual meetings and investor presentations to assist the Directors in understanding the issues to which they must have
regard.
The table below sets out the interests of key stakeholders that have been considered throughout the period during the Board’s
discussions and in decision making.
Stakeholders Engagement Type Outcome
Shareholders The key mechanisms of Shareholder
engagement include:
● Annual General Meeting
● Annual, Half-year Reports and
Interim Management Statements
● Annual Investor Events
● Share buybacks
● RNS Announcements
● Website
● Offers for Subscription
● Appointment of Directors
● During the early part of 2024, the Board entered into
discussions with the other three Mobeus advised VCTs in
respect of merging the four VCTs into two enlarged VCTs
to achieve, amongst other things, cost savings,
administration efficiency and simplicity for the benefit of all
Shareholders. Once agreement in principle to implement
the Merger was reached, proposals were put to the
respective VCTs' Shareholders so as to be able to
implement the Merger. A prospectus was issued on
18 June 2024 and all Shareholders written to individually
explaining the Merger proposals and the proxy voting
methods for the General Meeting for Shareholders which
took place on 18 July 2024. The Board was delighted with
the increased shareholder engagement and the Mergers
were overwhelmingly approved. The effective date of the
Merger was 26 July 2024.
● In conjunction with the Merger, the Board also considered
a joint Offer for Subscription with The Income & Growth
VCT plc for the 2024/2025 tax year which was conditional
on the Merger being approved. As part of the discussions,
the Board reviewed and considered: the current liquidity of
the Company; the impact of dilution of Shareholder’s
holdings; the ability to adhere to the dividend policy of the
Company; the effect on the Net Asset Value and the ability
of the Company and its liquidity levels to be able to meet
HMRC’s VCT investment rules and timeline; the costs
involved in issuing a prospectus and charges to
Shareholders; the risk to performance and the equal
treatment of investors across the two enlarged Mobeus
VCTs and those investors that the Company co-invests
with. A fundraise of £35 million with an over-allotment
facility of £10 million was approved by the Board.
● The fundraise opened on 2 September 2024 and was
announced to the London Stock Exchange as fully
subscribed on 15 October 2024. The fundraise closed on
28 October 2024 following the final allotment of shares to
applicants. The Board welcomes further investment from
existing Shareholders as well as new Shareholders.
● The Company’s AGM will be held on Wednesday, 5 March
2025. There will also be a live stream providing access to
view the meeting remotely, although only Shareholders
physically attending will be able to formally take part in the
meeting and vote on resolutions by a show of hands.
Shareholders unable to attend are therefore encouraged
to submit their votes on the resolutions via proxy forms
ahead of the meeting. A recording of the AGM webcast will
be available on the Company’s website under Key
Shareholder Information. See the Notice of Meeting on
page 87.
28
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
● The Board decided in 2024 to hold the Company’s AGM on
the same day as the Mobeus Income & Growth 2 VCT Plc
AGM so that Shareholders in both companies could attend
on one day with a joint presentation by the Investment
Adviser which reduced the amount of travel required by
the Directors, Investment Adviser and Shareholders. It also
saves time for Shareholders by allowing them to attend
one rather than two meetings on different dates in the
same month if invested in both VCTs. This worked well in
2024 with an increased number of shareholders attending
and will be replicated for the AGM to be held in March
2025 with The Income & Growth VCT plc.
● Shareholders are provided with Annual and Half-Yearly
Reports in hard or soft copy according to their choice,
which are also available on the Company’s website.
Voluntary Interim Management Statements are released in
the quarters between reports to ensure that Shareholders
are kept up to date with events. The website is an
important source of information for Shareholders and
announcements are also regularly made through the
London Stock Exchange.
● The Share buyback programme has continued to be
offered throughout the period. This provides Shareholders
with liquidity if they wish to sell their shares, at a price
close to the latest announced NAV per share, the Board
having considered the interests of remaining Shareholders.
Further details are contained in the Chairman’s Statement
on page 4 and in the Director’s Report on page 35.
● Shareholders are welcome to contact the Chairman or the
Investment Adviser by email as advised on page 90 of this
Report.
● The Annual Shareholder Event was successfully held on
1 March 2024 as a virtual event with a live Q&A session to
encourage interaction between the Shareholders and the
Board. A similar event is planned for September 2025.
● Following a realisation and a successful fundraising, the
liquidity level of the Company has remained strong and is
managed with the primary aim of preserving capital, as
discussed at each Board meeting. Liquidity levels are
managed after considering, inter alia, applicable annual
dividend commitments as well as the provision of the
buyback facility.
● The Company seeks to create value for Shareholders by
generating good returns which are eventually distributed
to Shareholders as dividends. The importance of tax-free
dividends to Shareholders is recognised by the Board and
is considered at each quarterly meeting. A decision was
made to declare an interim dividend totalling 4.00 pence
per share for payment in respect of the period. Following
the Merger, the Board determined that it would be more
appropriate for its annual dividend target to be based on a
percentage rather than a fixed pence per share figure. The
revised annual dividend target is 7% of the opening NAV
per share.
● In maintaining the dividend policy, the Board considered
the payment of dividends and the liquidity of the Company
at each quarterly meeting and between meetings when
necessary. During the period the Board agreed to achieve
the target dividend policy by the payment of an interim
dividend totalling 4.00 pence per share in May 2024.
Stakeholders Engagement Type Outcome
29
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
● Post the Merger, the Company established a Dividend
Investment Scheme offering Shareholders the ability to
continue to invest to receive income tax relief and tax-free
dividends on the new shares issued.
Suppliers Including: Registrar, Broker, Auditor,
Lawyer, Sponsor, Banker and the VCT
Status Adviser.
● The Investment Adviser regularly communicates with each
of the professional advisers and secures an annual
confirmation of the policies they have in place.
● The Board reviews the performance of each provider on an
annual basis.
Government &
Regulators
The Board is committed to conducting
business in line with the appropriate
laws and regulation. Mobeus Income &
Growth VCT plc does not provide
financial contributions to political
parties or lobby groups.
● The Adviser complies with the Companies Act, the UKLA,
HMRC, UK Accounting Standards and FCA regulatory
requirements in addition to the Alternative Investment Fund
Managers Directive, in order to ensure the Company can
continue to trade. Non-compliance with the VCT regulations
in particular is viewed as a principal risk for the Company.
The Company continued to comply with these regulations
throughout the period and to the date of this Report.
Investee
Companies
The Investment Adviser, on behalf of
the Company, provides support to the
portfolio companies through continued
communications, providing assistance
such as the Gresham House Talent
Team.
● The Board has delegated authority for the day-to-day
management of the Company to the Investment Adviser
and engages with the Investment Adviser in setting,
approving and overseeing the execution of the business
strategy and related policies.
● The Board aims to have a diverse mix of companies across
a range of different sectors and regularly reviews the
composition of the portfolio.
● The Investment Adviser reports at the Company’s quarterly
Board meetings on each of the portfolio companies.
Members of the Investment Adviser also sit on the majority
of the portfolio companies’ boards. This is to provide input
on key matters such as advancing the shareholder value
agenda, ensuring class leading corporate governance and
encouraging best practice in areas such as ESG.
● Gresham House organises seminars and events that
involve portfolio companies to benefit from the Gresham
House network.
Investment
Adviser
The Investment Adviser’s performance
is vital for the Company to deliver its
investment objectives and generate
investment returns for Shareholders,
and is a crucial relationship for the
Board.
● The Investment Adviser meets with the Board at each
quarterly meeting and is in regular contact throughout the
periods in between meetings e.g. to consider and approve
or reject investment proposals. All key strategic and
operational topics are discussed in detail and a close
dialogue is maintained with the Board. The Board takes an
active interest in the challenges faced by the portfolio
companies and considers each potential disposal based
on the company’s performance, market conditions and the
offer(s) received in its decision to sell the Company’s
holding. The Investment Adviser’s performance is
evaluated annually.
● The Company is not itself directly in-scope of the FCA’s
Consumer Duty regulations as it is not authorised and
regulated by the FCA. The Company is however indirectly
impacted as a result of the regulated activities conducted
through other regulated businesses on behalf of retail
customers, the Shareholders of the Company, including
through the Investment Adviser, IFAs and financial
platforms, which do themselves have an obligation. Fair
value assessments were carried out for the shares in the
Company and the Board worked closely with the
Investment Adviser to understand and get comfortable that
the Consumer Duty obligations had been met and
complied with.
Stakeholders Engagement Type Outcome
30
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
Principal and Emerging risks, risk management and regulatory environment
The Directors acknowledge the Board’s responsibilities for the Company’s internal control systems and have instigated systems
and procedures for identifying, evaluating and managing the significant risks faced by the Company. The principal and emerging
risks identified by the Board, a description of the possible consequences of each risk and how the Board manages the risk are
set out below.
The risk profile of the Company changed as a consequence of the VCT regulations introduced in 2015. As the Company is
required to focus its investment on growth capital investments in younger companies it is anticipated that investment returns will
be more volatile and will have a higher risk profile. The Board remains confident that the Company and the Investment Adviser
will continue to adapt to changes in investment requirements and put in place appropriate resource to identify and make suitable
investments as has been experienced in the period under review.
The Board regularly sets and reviews policies for financial risk management and full details of these can be found in Note 15 to
the Financial Statements on pages 71 to 77. There have been no changes to the principal or emerging risks of the Company
during the period as listed below:
Risk Possible consequence How the Board manages risk
Macroeconomic risk
The potential for losses in
the value of financial
instruments or portfolios
resulting from fluctuations in
market prices. It
encompasses several types
of risks, including:
● Equity Risk
● Interest Rate Risk
● Foreign Exchange Risk
● Commodity Risk
● Derivative Risk
Macroeconomic factors
significantly influence
market risk.
Events such as the wars in the Middle East
and Ukraine, pandemics, an economic
recession, elections, supply shortages or a
movement in sterling and increasing inflation
and interest rates could affect trading
conditions for smaller companies and
consequently the value of the Company’s
qualifying investments. A downturn in the
UK economy may impact the ability for the
Company to exit portfolio companies. There
may also be less opportunity to invest in
qualifying companies which could make it
more difficult to meet the VCT 30%
investment test.
Movements in UK Stock Market indices may
affect the valuation of the Company’s
investments, as well as affecting the
Company’s own share price and its discount
to net asset value.
A failure to respond to latest industry
practices, e.g. in respect of Consumer Duty,
may lead to a decline in demand for the
Company’s shares.
● The Board monitors:
(1) the portfolio as a whole to ensure that
the Company invests in a diversified
portfolio of companies as protection
from large impacts;
(2) developments in the macro-economic
environment such as movements in
interest rates or general fluctuations in
stock markets; and
(3) the Investment Adviser continues to
hold ongoing discussions with all the
portfolio companies to ascertain where
support is required as well as
monitoring which investee companies
are able to receive further VCT funding
within the guidelines set out by HMRC.
The interpretation of such guidelines
by HMRC can change over time, which
the Company’s VCT status adviser
monitors as well as making
representations, as needed, to policy
makers on behalf of the Company and
the VCT Industry as a whole. Cash
comprises a significant proportion of
net assets of the Company, further to
the successful exits and the fund raise
in the period giving the Company a
strong liquidity position. The portfolio
has assets across a range of sectors
limiting the exposure to any area of the
economy.
31
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Risk Possible consequence How the Board manages risk
Portfolio risk
Refers to the unique and
individualised risks
associated with the
particular investments /
assets within a portfolio and
is not related to broader
market movements.
Specific risks can include
company-specific events,
portfolio management
decisions, competitive
pressures, supply chain
disruptions, regulatory
changes, or other factors
that impact the performance
of a specific investment.
Investment in VCT qualifying earlier stage
unquoted small companies involves a higher
degree of risk than investment in fully listed
companies. Smaller companies often have
limited product lines, markets or financial
resources and may be dependent for their
management on a smaller number of key
individuals. External events or factors may
have more impact as they are outside of
their control. As the securities of such
smaller companies held by the Company are
unquoted, they are less liquid, which may
cause difficulties in valuing and realising
these securities. HMRC’s stricter
interpretation of VCT rules, such as the
Financial Health Test, may lead to the
inability of the Company to invest further in a
portfolio company which may result in
company failure or dilution if other non-VCT
shareholders invest.
● The Board regularly reviews the
Company’s Strategy including its
Investment Policy.
● Careful selection, appropriate due
diligence and review of the diverse
portfolio takes place on a regular basis.
● The Board seeks to ensure the Company
has an adequate level of liquidity at all
times through review at each board
meeting.
● A member of the Investment Adviser is
usually appointed to the board of an
investee company and regular monitoring
reports are assessed by the Investment
Adviser.
● Support provided to the portfolio
companies is ongoing.
Strategic & Business risk
Refers to potential financial
loss or reputational damage
as a result of internal
strategic decisions made by
the management and
leadership team. This may
include risks associated
with business model
changes, market
positioning, or competitive
strategy.
A breach of the VCT Tax Rules may lead to
the Company losing its approval as a VCT,
which would result in qualifying Shareholders
who have not held their shares for the
designated period having to repay the
income tax relief they obtained plus future
dividends paid by the Company would be
subject to taxation. The Company would also
lose its exemption from corporation tax on
capital gains.
Poor portfolio performance may result in low
returns delivered to shareholders.
● The Company’s VCT qualifying status is
continually reviewed by the Board and the
Investment Adviser and is reported to each
Board meeting.
● The Board receives regular reports from its
VCT Status Adviser, Philip Hare &
Associates LLP who have been retained by
the Board to monitor the Company’s
compliance with the VCT Rules.
● The Board receives regular updates on
portfolio performance and investee
company developments.
Financial controls &
liquidity risk
Involves ensuring effective
management of funds,
assets, and liabilities.
Financial control focuses on
accurate financial reporting
and compliance with
prudential regulatory
requirements.
Liquidity risk pertains to the
ability to meet financial
obligations promptly without
incurring excessive costs.
Counterparty credit risk
specifically pertains to the
risk of financial loss
resulting from the failure of
a counterparty to meet its
contractual obligations.
The potential inadequacy of cash reserves
or excessive accumulation of uninvested
funds within the VCT, which may impede the
fund’s ability to seize investment
opportunities and meet operational needs.
Insufficient cash reserves limit investment
flexibility, while excessive uninvested funds
may lead to cash drag, significantly
impacting portfolio performance and
investor value.
Banking concentration risk may result in a
threat to the VCT resulting from a significant
portion of its deposits being held with a
limited number of financial institutions. This
concentration increases the vulnerability of
the fund to adverse events such as bank
failures, financial instability, or disruptions in
banking services.
Inadequate development, implementation,
and maintenance of models used in various
processes such as risk assessment,
valuation, forecasting, etc. could result in
substantial financial loses, regulatory fines,
or reputational damage.
● The Board monitors cash levels and
expected deployment. The VCT
undertakes regular fundraisings to ensure
adequate liquidity is held. The Board has a
share buyback policy which is monitored
regularly with the Company’s broker.
● The Board reviews its liquidity holdings at
each board meeting. The majority of cash
and liquid assets are held within OEICs
which are spread across a number of
underlying credit-worthy instruments.
● The Investment Adviser has robust
processes in respect of its portfolio
monitoring and valuation methodology
which is reviewed by the Board. Quarterly
updates are provided by Gresham House
at each Board meeting and ad hoc as
necessary.
32
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
Risk Possible consequence How the Board manages risk
Operational risk
Refers to the potential loss
arising from inadequate or
failed internal processes,
systems, people, or external
events. It includes risks
related to fraud, errors or
disruptions.
Failure of the systems (including breaches of
cyber security) at any of the third-party
service providers that the Company has
contracted with could lead to inaccurate
reporting or monitoring. Inadequate controls
could lead to the misappropriation or
insecurity of assets. Outsourcing and the
increase in remote working could give rise
to cyber and data security risk and internal
control risk.
● The Board carries out a bi-annual review of
the financial and non-financial internal
controls in place, reviews the risks facing
the Company at Board meetings and
receives reports by exception.
● The performance of the service providers
is reviewed annually and assurances that
each provider has controls in place to
reduce the risk of breaches of their cyber
security are obtained.
Legal & Regulatory risk
The risk of financial loss,
reputational damage, or
regulatory intervention
arising from inappropriate or
unethical behaviour by
employees, management,
or the organisation as a
whole.
It includes risks that arise
from violations of laws,
regulations, contracts, or
legal agreements. It
encompasses the risk of
legal actions, lawsuits, or
regulatory sanctions due to
non-compliance with
applicable laws and
regulations
VCT’s business is not responsive to changes
in the law or regulation. Existing portfolio
may not comply with new regulations. The
government might also enact changes that
make VCTs less attractive to investors. The
Government may not sufficiently adapt
regulation restricting the VCT’s ability to
support the portfolio companies. The VCT
may face fines from regulatory authorities
with consequent reputational damage which
may affect shareholder returns.
● The Board ensures that Gresham House
maintains a robust and comprehensive
compliance monitoring plan designed to
ensure adherence to regulatory
obligations, including but not limited to
Market Abuse, Financial Crime, Financial
Promotions, and Conflicts of Interest. The
results of the monitoring program are
regularly reported to Gresham House
Asset Management Limited’s Board and
directly to the Board of the VCT, promoting
transparency, accountability, and
regulatory compliance across the
organisation.
ESG & Climate change risk
ESG risk considers
environmental, social and
governance factors that
could cause an actual or
potential material negative
impact on the value of an
investment.
Climate-related risk
specifically refers to risks
related to the transition to a
lower-carbon economy and
risks related to the physical
impacts of climate that
could cause an actual or
potential material negative
impact on the value of an
investment.
Increasing focus on the impact of global
warming on climate change may lead to
increased obligations on businesses within
the portfolio as well as shifting demands on
the Company from Shareholders and/or
regulators.
At present, it is pertinent to note that our
Company is not subject to ESG
(Environmental, Social, and Governance)
commitments or particularly onerous
regulatory requirements in this regard.
● Gresham House continually monitors the
potential impact on investee companies of
any proposed new legislation regarding
environmental matters, reporting on these
as necessary.
● The Company Secretary monitors any
proposed changes in legislation affecting
the Company’s disclosure requirements and
reports on these as necessary.
● The Investment Adviser uses Gresham
House’s ESG Decision Tool, to analyse how
a broad range of ESG and Climate-related
risks may impact upon a proposed
investment.
33
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Going Concern and Long-Term Viability of the Company
The Board has assessed the Company’s
operation as a going concern. The
Company’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out earlier in this Strategic
Report. The Directors have satisfied
themselves that the Company continues
to maintain a sufficient cash position to
meet its liabilities as they fall due. The
majority of companies in the portfolio
are well funded and the portfolio taken
as a whole remains resilient and well
diversified, although the challenging
economic environment may impose
further demands upon the liquidity and
trading prospects of some of these
companies in the near-term. The recent
Budget may also have a detrimental
impact on the portfolio companies.
In light of this, and in keeping with the
ongoing need to take advantage of
opportunities for further investment
within the portfolio, the Company
announced its intention to raise further
funds in the 2024/25 tax year, reaching
full subscription in October 2024. The
major cash outflows of the Company
(namely investments, share buybacks
and dividends) are within the Company’s
control. The Board’s assessment of
liquidity risk and details of the
Company’s policies for managing its
capital and financial risks are shown in
the Notes to the Financial Statements.
Furthermore, the Directors have
considered whether there are any
material uncertainties that the Company
may face during the twelve months from
the date of approval of the financial
statements that may impact on its ability
to operate as a going concern. No
further material uncertainties have been
identified by the Board.
Viability Statement
The UK Corporate Governance Code
("Code") includes a requirement for
companies to include a “Viability
Statement” in the Annual Report
addressed to Shareholders with the
intention of providing an improved and
broader assessment of long-term
solvency and liquidity. The Code does
not define “long term” but expects the
period to be longer than twelve months
with individual companies choosing a
period appropriate to the nature of their
own businesses. The Directors have
chosen a period of three years, as
explained further below.
The Directors have carried out a robust
assessment of the Company’s emerging
and principal risks and the disclosures in
the annual report that describe the
principal risks and the procedures in
place to identify emerging risks and
explain how they are being managed or
mitigated. Subsequent to this review,
they have a reasonable expectation that
the Company will continue to operate
and meet its liabilities as they fall due,
for the next three years. The Directors
believe a three-year period is
appropriate given the frequency with
which it is necessary to review and
assess the impact of past, current and
proposed regulatory changes. The
Directors’ assessment has been made
with reference to the Company’s current
position and prospects, the Company’s
present strategy, the Board’s risk
appetite and the Company’s principal
risks and how these are managed, as
described on pages 30 to 32. The Board
is mindful of the risks contained therein,
but considers that its actions to manage
those risks provide reasonable
assurance that the Company’s affairs are
safeguarded for the stated period.
The Directors have reached this
conclusion after giving careful
consideration to the Company’s
strategy. They believe the Company’s
current strategy of “maximising the
stream of tax-free dividend distributions
from the income and capital gains from a
diverse and carefully selected portfolio
of investments” remains valid. The Board
has focused upon the range of future
investments that the Company will be
permitted to fund under current VCT
legislation.
The Board expects that positive returns
should continue to be achievable from
future investments and from the existing
portfolio. The Company made two new
investments during the period and the
Investment Adviser continues to build a
healthy pipeline of such investment
opportunities. The Board will continue to
monitor this assumption on a regular
basis.
Shareholders should be aware that,
under the Company’s Articles of
Association, it is required to hold a
continuation vote at the next AGM falling
after the fifth anniversary of last allotting
shares. As shares were last allotted in
October 2024, this factor has not
affected the Board’s assumptions for the
next three years.
Future Prospects
For a discussion of the Company’s future
prospects, please see the Chair’s
Statement on pages 2 to 5.
By order of the Board
Clive Boothman
Chair
13 January 2025
34
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Clive Boothman
Independent, Non-Executive Chair
Date of Appointment: 1 August 2015
Clive has over 40 years’ experience in
the financial services industry, initially
qualifying as a Chartered Accountant.
He was with Schroders from 1983 for
seventeen years during which time he
was variously Managing Director of
Schroder Unit Trusts Limited for ten
years and Managing Director of their
international Private Client Group for the
final two years. Since leaving Schroders,
he has been Chief Executive of the
stockbroker Gerrard Limited (2000 –
2001) and the fund platform Cofunds
Limited (2002 – 2003). From 2004 –
2014 he helped establish and was
Non-Executive Chair of Investment
Funds Direct Limited, an investment
wrap platform. Since 2014 he has been
Non-Executive Chair of Platform One
Group Limited, a UK wrap platform and a
director of a number of its subsidiaries.
Sarah Clark
Independent, Non-Executive Director
and Chair of Investment Committee
Date of Appointment: 26 July 2024
Sarah was appointed to the Board in
July 2024 on completion of the Merger.
She has broad international commercial
experience in a variety of industries
including travel, retail, financial services,
fintech and e-commerce in markets
spanning Europe, the USA, and the
Middle East and Africa combined with a
deep understanding of digital
technologies. Her experience ranges
from running Central Europe, the Middle
East & Africa at PayPal Inc to setting up
and running European subsidiaries of
North American start-ups, LootCrate and
Clearco, one of the largest providers of
revenue-based finance to ecommerce
businesses. She is also a Non-Executive
Director of the Gynaecology Cancer
Research Fund and a member of the
supervisory board of VeloBank S.A.
Ian Blackburn
Independent, Non-Executive Director
and Chair of Management Engagement
Committee and Nomination &
Remuneration Committee
Date of Appointment: 26 July 2024
Ian was appointed to the Board in July
2024 on completion of the Merger and is
the Senior Independent Director. He is
an FCA who specialised in Corporate
Finance at KPMG before building and
selling two listed food groups. He has
extensive UK and European strategic,
operations and finance experience as
CEO and FD of Perkins Foods Plc and
Zetar Plc. Currently he is an active
investor in a number of SMEs including
Chairman and Non-Executive roles with
Mood Foods Limited, SlimLine Wine
Limited and Pink Prosecco Limited. He is
also treasurer of The Thomas Fryer
Charity and a trustee of The Rutland
Learning Trust (Multi Academy Trust).
Lucy Armstrong
Independent, Non-Executive Director
and Chair of Audit Committee
Date of Appointment: 1 March 2022
Lucy has spent over 30 years working
with mid-corporate businesses to
accelerate their development and
success by focussing on shareholder
and management development and
succession. Her experience ranges from
funding start-up and early- stage
manufacturing businesses in the North
East through to mergers and disposals
of international operations. The
organisations she is currently engaged
with include Port of Tyne, Holker Estates,
Cyberhawk and Caspian Learning. She
is also Chair at Everflow Holdings
Limited. Her early career was in private
equity, corporate development and
headhunting with 3i plc, Courtaulds
Textiles and Tyzack. Lucy was educated
at Oxford University and holds an MBA
and an MSc in forensic psychology and
criminology.
Board of Directors
Reports of the Directors
Reports of
the Directors
35
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
The Directors present the
Annual Report and Audited
Financial Statements of the
Company for the period-
ended 30 September 2024.
The Corporate Governance Statement on
pages 39 and 41, and the Report of the
Audit Committee on pages 42 and 43,
form part of this Directors’ Report.
The Board believes that the Annual Report
and Financial Statements taken as a whole
is fair, balanced and understandable and
provides the information necessary for
Shareholders to assess the Company’s
position, performance, business model
and strategy.
The Company is registered in England and
Wales as a Public Limited Company
(registration number 5153931).
The Company has satisfied the
requirements for full approval as a Venture
Capital Trust under section 274 of the
Income Tax Act 2007 (“ITA”). It is the
Directors’ intention to continue to manage
the Company’s affairs in such a manner as
to comply with section 274 of the ITA.
To enable capital profits to be distributed
by way of dividends, the Company
revoked its status as an investment
company as defined in section 833 of the
Companies Act 2006 (“the Companies
Act”) on 19 December 2007. The Company
does not intend to re-apply for such
status.
Share capital
The Company’s Ordinary shares of 1
penny each (“shares”) are listed on the
London Stock Exchange (“LSE”).
Issued share capital
The issued share capital of the Company
as at 30 September 2024 was £2,638,531
(year ended 31 December 2023:
£1,642,852) and the number of shares in
issue at this date was 263,853,060 (year
ended 31 December 2023: 164,285,230).
Buyback of shares
The following disclosure is made in
accordance with Part 6 of Schedule 7 of
The Large and Medium-sized Companies
and Groups (Accounts and Reports)
Regulations 2008 (as amended in 2013).
The reason the Company makes market
purchases of its own shares is to enhance
the liquidity of the Company’s shares and
to seek to manage the level and volatility
of the discount to Net Asset Value at
which the Company’s shares may trade.
At the Annual General Meeting of the
Company held on 20 May 2024,
Shareholders granted the Company
authority, pursuant to section 701 of the
Companies Act, to make market
purchases of up to 24,626,356 of its own
shares, representing 14.99% of the issued
share capital of the Company at that date.
Such authority has been in place
throughout the period under review and a
resolution to renew this authority will be
proposed to Shareholders at the
forthcoming Annual General Meeting to
be held on 5 March 2025.
During the period under review, the
Company bought back 3,321,634 (year
ended 31 December 2023: 4,413,159) of its
own shares at an average price of 55.39
(year ended 31 December 2023: 57.16)
pence per share and a total cost of
£1,803,112 including expenses (year ended
31 December 2023: £2,547,257). All shares
bought back by the Company were
subsequently cancelled.
Substantial interests
As at the date of the Report, the Company
had not been notified of any beneficial
interest exceeding 3% of the issued share
capital.
Dividends
Shareholders received an interim dividend
in respect of the period-ended
30 September 2024 of 4.00 pence per
s
hare on 31 May 2024. The Company has
met its annual divided target of paying not
less than 4.00 pence per share. The
Directors are not proposing to pay a final
dividend in respect of the period-ended
30 September 2024. Following the
Merger, the Company's revised dividend
policy is at least 7% of opening NAV per
share.
Directors
From the start of the period to 26 July
2024, the Board consisted of three
Non-Executive Directors. As of 26 July
2024, and following the Merger being
effective and MIG 2 VCT plc going into
liquidation, Ian Blackburn and Sarah Clark
joined the Board. For the remainder of the
period, the Board consisted of four
Non-Executive Directors. Clive Boothman
remains the Chairman of the Board and
Lucy Armstrong remains Chair of the Audit
Committee. As of 26 July 2024, Sarah
Clark assumed the Chair of the newly
formed Investment Committee, and Ian
Blackburn assumed the Chair of the
Nomination & Remuneration Committee
and the Management Engagement
Committee. He was also appointed the
Senior Independent Director of the
Company in September 2024.
The names of and brief biographical
details on each of the Directors as at the
date of this Report are given on page 34.
Disclosure of Information to the
Auditor
So far as each of the Directors that were in
office at 30 September 2024 are aware,
there is no relevant audit information of
which the external auditor is unaware.
They have individually taken all the steps
that they ought to have taken as Directors
in order to make themselves aware of any
relevant audit information and to establish
that the Company’s auditor is aware of
that information.
Directors’ and officers’ liability
insurance
The Company maintains a Directors’ and
Officers’ liability insurance policy. The
policy does not provide cover for
fraudulent or dishonest actions by the
Directors.
Directors’ indemnity
The Directors have individually entered
into Deeds of Indemnity with the Company
which indemnifies each Director, subject
to the provisions of the Companies Act
2006 and the limitations set out in each
deed, against any liability arising out of
any claim made against him or her in
relation to the performance of their duties
as Directors of the Company. Copies of
each Deed of Indemnity entered into by
the Company for the Directors are
available from the Company Secretary at
5th Floor, 80 Cheapside, London, EC2V
6EE.
Policies
Anti-bribery policy
The Company has adopted a zero-
tolerance approach to bribery and has
established an anti-bribery policy and
procedures, copies of which are available
in the Corporate Governance section of
the Company’s website:
www.migvct.co.uk.
Anti-Tax Evasion
The Company has also adopted a
zero-tolerance approach to tax evasion in
compliance with the Criminal Finance Act
2017 and the corporate criminal offence of
failing to take reasonable steps to prevent
the facilitation of tax evasion. The
Company has applied due diligence
procedures, taking an appropriate
risk-based approach, in respect of
persons who perform or will perform
services on behalf of the Company, in
order to mitigate risks.
Whistleblowing policy
The Board has considered the
recommendation made in the UK
Corporate Governance Code with regard
to a policy on whistleblowing and has
reviewed the arrangements at the
Directors’ Report
36
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
Investment Adviser under which staff may,
in confidence, raise concerns. It has
concluded that adequate arrangements
are in place at the Investment Adviser for
the proportionate and independent
investigation of such matters and, where
necessary, for appropriate follow-up
action to be taken by the Investment
Adviser. The Board has also asked each of
its service providers to confirm that they
have a suitable whistle-blowing policy in
place.
Financial Risk Management
The main risks arising from the Company’s
financial instruments are due to
investment risk, fluctuations in the market
price and interest rates, credit risk and
liquidity risk. The Board regularly reviews
and agrees policies for managing these
risks and full details can be found in Note
15 to the Financial Statements on pages 71
to 77 of this Annual Report.
Environmental and social
responsibility, climate change,
human rights and global
greenhouse gas emissions
The reporting requirements consistent
with the Task Force on Climate-related
Financial Disclosures, which do not
currently apply to the Company, will be
kept under review in light of any
recommended changes. The Board has
reviewed the Company’s responsibilities
in respect of these issues and concluded
that, as an externally administered
investment company, it is not appropriate
for a company of its size and operations to
develop policies on environmental and
social responsibility, human rights and
greenhouse emissions.
The Company has no greenhouse gas
emissions to report given that it has no
employees, nor does it have responsibility
for any other emissions producing sources
under the Companies Act 2006 (Strategic
Report and Directors’ Reports)
Regulations 2013.
The Board does however seek to maintain
high standards of conduct in respect of
ethical, environmental, governance and
social issues and to conduct the
Company’s affairs responsibly. It seeks to
comply with appropriate industry
standards and considers these matters
carefully when making investment
decisions. It encourages good practice
within the companies in which the
Company invests and seeks to avoid
investing in certain opportunities which it
considers to be unethical. This includes
giving particular consideration to the
inherent reputation of the sector (including
past history, scandal or adverse media
coverage), rapidly changing public
perceptions of industry sectors or
potential ethical concerns for wider
stakeholders. The Investment Adviser has
aligned its current ESG procedures and
protocols to the high standards of
Gresham House Limited. The Investment
Adviser believes that this approach will
contribute towards the enhancement of
shareholder value going forward.
The Company does not fall within the
scope of The Companies (Directors’
Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations
2018 effective as of 1 April 2019 which
implements the Government’s policy on
Streamlined Energy and Carbon
Reporting, replacing the Carbon
Reduction Commitment Scheme. The
2018 Regulations require companies that
have consumed over 40,000 kilowatt-
hours of energy to include energy and
carbon information in their Directors’
Report. This does not apply to the
Company as it qualifies as a low energy
user.
Post balance sheet events
For a full list of the post balance sheet
events that have occurred since
30 September 2024, please see Note 19
t
o the Financial Statements on page 78.
Articles of Association
The Company may amend its Articles of
Association by special resolution in
accordance with section 21 of the
Companies Act. No amendments are
proposed for approval at the forthcoming
AGM.
Annual General Meeting
The Notice of the Annual General Meeting
of the Company, to be held at First Floor,
8 Fenchurch Place, London EC3M 4PB at
1
.00 pm on Wednesday, 5 March 2025 is
set out on pages 87 to 89 of this Annual
Report.
A webcast of the Annual General Meeting
will also be available and details of how to
join the webcast will be shown on the
Company’s website. If possible,
Shareholders intending to join the
Meeting by means of the webcast (which
would be as an attendee only) are
requested to join at least ten minutes prior
to the commencement of the Annual
General Meeting at 1.00 pm on
Wednesday, 5 March 2025. Where a
member intends to join the Annual
General Meeting by means of the
webcast, they shall be permitted to ask
questions at the Annual General Meeting
but shall not be entitled to vote on
resolutions at the Annual General Meeting
(and are, therefore, encouraged to lodge
their proxy vote and appoint the Chair of
the Annual General Meeting as their
proxy).
A proxy form for the meeting is enclosed
separately with Shareholders’ copies of
this Annual Report.
Proxy votes may be submitted
electronically by accessing the 'Vote Here'
button on the Company's website:
www.migvct.co.uk.
Shareholders may also
request a hard copy proxy form by
contacting the Company’s Registrar, City
Partnership, using their details as stated
on page 90.
Shareholders may send any questions on
the resolutions proposed to the following
email address: AGM@greshamhouse.com
and a response will be provided prior to
the deadline for lodging their proxy vote.
Voting on the resolutions will be
conducted at the meeting on a show of
hands.
Resolutions 1 to 8 are being proposed as
ordinary resolutions requiring more than
50% of the votes cast at the meeting to be
in favour and resolutions 9 and 10 will be
proposed as special resolutions requiring
the approval of at least 75% of the votes
cast at the meeting.
The following is an explanation of the
business to be proposed:
Resolution 1 – To receive the
Annual Report and Financial
Statements
The Directors are required to present the
Financial Statements, Directors’ report
and Auditor’s report for the financial
period-ended 30 September 2024 to the
meeting.
Resolution 2 – To approve the
Directors’ Annual Remuneration
Report
Under section 420 of the Companies Act
2006 (the “Act”), the Directors must
prepare an annual report detailing the
remuneration of the Directors and a
statement by the Chair of the Nomination
and Remuneration Committee (together
the “Directors’ Remuneration Report”).
The Act also requires that a resolution be
put to Shareholders each year for their
approval of that report. The Directors’
Remuneration Report can be found on
pages 44 to 48. Please note that
Resolution 2 is an advisory vote only.
Resolutions 3 to 6 – To re-elect and
elect the Directors
All Directors have agreed to retire
annually from the Board under the
requirements of principle 7 of the AIC
Code and the Company’s policy on
tenure. This is in line with the
recommendation of provision 18 of the
revised UK Corporate Governance Code.
Being eligible, each of the remaining
Directors are offering themselves for
re-election. As new members of the
Board, Ian Blackburn and Sarah Clark are
offering themselves for election.
Directors’ Report
37
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
The Board does not believe that the
length of service of any of the non-
executive directors has a negative effect
on their independence and is satisfied
with the balance of experience on the
current Board.
Clive Boothman - Following a review of
his performance, the remaining Directors
agree that Clive continues to carry out his
duties effectively and makes a substantial
contribution to the Company’s long- term
sustainable success as Chair of the Board.
The remaining Directors are confident that
he is a strong and effective director and
have no hesitation in recommending his
re-election to Shareholders.
Lucy Armstrong - Following a review of
her performance, the other Directors
agree that Lucy carries out her duties
effectively and makes a substantial
contribution to the Company’s long -term
sustainable success as Chair of the Audit
Committee. The remaining Directors are
confident that she is a strong and effective
director and have no hesitation in
recommending her re-election to
Shareholders.
Sarah Clark -Sarah was appointed to the
Board in July 2024, and under the Articles
is seeking election at this Annual General
Meeting. The other Directors believe that
Sarah is well positioned to make a
substantial contribution to the Company’s
long-term sustainable success in her
capacity as Chair of the newly established
Investment Committee and have no
hesitation in recommending her election
to Shareholders. Her previous experience
as Chair of the Mobeus Income & Growth
2 VCT plc Investment Committee will be
very helpful to her fellow directors.
Ian Blackburn - Ian was appointed to the
Board in July 2024, and under the Articles
is seeking election at this Annual General
Meeting. The other Directors believe that
Ian is very well positioned to make a
substantial contribution to the Company’s
long-term sustainable success in his
capacity as the Senior Independent
Director and Chair of the Management
Engagement and Nomination &
Remuneration Committees and have no
hesitation in recommending his election to
Shareholders. His previous experience as
Chair of Mobeus Income & Growth 2 VCT
plc will be invaluable to his fellow
directors.
Resolution 7 – To appoint Johnston
Carmichael LLP as auditor of the
Company, to hold office until the
conclusion of the next annual
general meeting at which accounts
are laid before the Company and to
authorise the Directors to
determine the remuneration of the
auditor
At each meeting at which the Company’s
accounts are presented to its members,
the Company is required to appoint an
auditor to serve until the next such
meeting. The Board, on the
recommendation of the Audit Committee,
recommends the appointment of Johnston
Carmichael LLP. This resolution also gives
authority to the Directors to determine the
remuneration of the auditor. For further
information, please see the report of the
Audit Committee on pages 42 to 43 of the
Annual Report.
Resolution 8 – Authority to allot
shares in the Company; and
Resolution 9 – Disapplication of
pre-emption rights of members
These two resolutions grant the Directors
the authority to allot shares for cash to a
limited and defined extent otherwise than
pro rata to existing Shareholders.
Resolution 8 will enable the Directors to
allot new shares up to an aggregate
nominal value of £1,137,845 representing
approximately one-third of the existing
issued share capital of the Company as at
the date of the notice convening the
Annual General Meeting.
Under section 561(1) of the Act, if the
Directors wish to allot new shares or sell
or transfer treasury shares for cash they
must first offer such shares to existing
Shareholders in proportion to their current
holdings (pre-emption rights). It is
proposed by Resolution 9 to sanction the
disapplication of such pre-emption rights
in respect of the allotment of equity
securities:
i) with an aggregate nominal value of up
to £341,354 (representing
approximately 10% of the existing
issued share capital as at the date of
the notice convening the Annual
General Meeting) in connection with
offer(s) for subscription;
ii) with an aggregate nominal value of up
to, but not exceeding, 10% of the
issued share capital from time to time
pursuant to any dividend investment
scheme operated by the Company, at
a subscription price per Share which
may be less than the net asset value
per Share, as may be prescribed by
the scheme terms; and
iii) otherwise than pursuant to (i) or (ii)
above, with an aggregate nominal
value of up to, but not exceeding, 10%
of the issued share capital from time
to time,
in each case where the proceeds may be
used in whole or part to purchase the
Company’s shares in the market.
The Company normally allots shares at
prices based on prevailing net asset value
per share of the existing shares on the
date of allotment (plus costs, save in
relation to the dividend investment
scheme). The Directors thus seek to
manage any potential dilution of existing
Shareholders as a result of the
disapplication of Shareholders’ pre-
emption rights proposed in Resolution 9.
The Company does not currently hold any
shares as treasury shares.
Both of these authorities, unless
previously renewed, varied or revoked,
will expire on the date falling fifteen
months after the passing of the relevant
resolution or, if earlier, on the conclusion
of the Annual General Meeting of the
Company to be held in 2026. However,
the Directors may allot securities after the
expiry dates specified above in pursuance
of offers or agreements made prior to the
expiration of these authorities. Both
resolutions renew previous general
authorities approved at the Annual
General Meeting of the Company held on
20 May 2024.
Resolution 10 - Authority to
purchase the Company’s own
shares
This resolution authorises the Company to
purchase its own shares pursuant to
section 701 of the Act. The authority is
limited to the purchase of an aggregate of
51,168,897 shares (representing
approximately 14.99% of the issued share
capital of the Company as at the date of
the Notice convening the Annual General
Meeting) or, if lower, such number of
shares (rounded down to the nearest
whole share) as shall equal 14.99% of the
issued share capital at the date the
resolution is passed. The maximum price
that may be paid for a share will be the
higher of:
(i) an amount that is not more than 5%
above the average of the middle
market quotations of the shares as
derived from the Daily Official List of
the UK Listing Authority for the five
business days preceding the date
such shares are contracted to be
purchased; and
(ii) the price stipulated by Article 5(6) of
the Market Abuse Regulation EU)
596/2014 (as such Regulation forms
part of UK law and as amended).
The minimum price that may be paid for a
share is 1.00 penny, being the nominal
value thereof.
Market liquidity in VCTs is normally very
restricted. The passing of this resolution
will enable the Company to purchase its
own shares thereby providing a
mechanism by which the Company may
enhance the liquidity of its shares and
seek to manage the level and volatility of
the discount to NAV at which its shares
may trade.
38
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
Directors’ Report
It is the Directors’ intention to cancel any
shares bought back under this authority.
Shareholders should note that the
Directors do not intend to exercise this
authority unless they believe that to do so
would result in an increase in net assets
per share, which would be in the interests
of Shareholders generally.
This resolution will expire on the date
falling fifteen months after the passing of
this resolution or, if earlier, on the
conclusion of the Annual General Meeting
of the Company to be held in 2026,
except that the Company may purchase its
own shares after this date in pursuance of
a contract or contracts made prior to the
expiration of this authority.
Recommendation
The Board recommends that Shareholders
vote in favour of the resolutions to be
proposed at the Annual General Meeting
of the Company, as the Directors intend to
do in respect of their own beneficial
holdings of 266,364 shares (representing
0.07% of the issued share capital as at the
date of publication).
Voting rights of Shareholders
Each Shareholder has one vote on a show
of hands, and one vote per share held on
a poll, at a general meeting of the
Company. No member shall be entitled to
vote or exercise any rights at a general
meeting unless all shares held by them
have been paid up in full. Any instrument
of proxy must be deposited at the place
specified by the Directors no later than 48
hours before the time fixed for the
meeting (ignoring any part of a day that is
not a working day).
Restrictions on voting rights
There are no restrictions on voting rights
and no agreements between holders of
securities that may prevent or restrict the
transfer of securities or voting rights.
By order of the Board
Gresham House Asset Management
Limited
Company Secretary
13 January 2025
39
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Corporate Governance Statement
This Corporate Governance
Statement forms part of the
Directors’ Report.
The Directors have adopted the
Association of Investment Companies
(AIC) Corporate Governance Code (“the
AIC Code”) for the financial period-ended
30 September 2024.
The Board has considered the principles
and recommendations of the AIC Code
by reference to the AIC Corporate
Governance Guide for investment
companies (“AIC Guide”). As well as
setting out additional principles of the
AIC Code, the AIC Guide provides an
overview of best practice with reference
to the UK Corporate Governance Code
(“the UK Code”) and considers how each
of the UK Code’s principles applies to
Investment Companies. The AIC Code
also includes additional principles and
recommendations on issues that are of
specific relevance to the Company as an
investment company. The Board
therefore considers that reporting against
the AIC Code provides more relevant
information to Shareholders.
The current version of the AIC Code has
been endorsed by the Financial
Reporting Council (“FRC”). The FRC has
confirmed that in adopting the AIC Code,
the Company will meet its obligations in
relation to the reporting requirements of
the Financial Conduct Authority’s Listing
and Disclosure and Transparency Rules
on corporate governance and the UK
Corporate Governance Code.
The AIC Code can be viewed on the
AIC’s website at www.theaic.co.uk/
aic-code-of-corporate-governance.
Statement of compliance
The Board considers that the Company
has complied with the recommendations
of the AIC Code and the relevant
provisions of the UK Code throughout the
period under review in accordance with
the FCA’s Disclosure and Transparency
Rule (DTR) 7.2. A table providing further
explanations of how the Company has
complied with the AIC Code during the
period is available in the Corporate
Governance section of the Company’s
website: www.migvct.co.uk.
As an externally managed VCT, most of
the Company’s operations are delegated
to third parties and the Company has no
executive directors, employees or
internal operations. The Board has
therefore concluded, for the reasons set
out in the AIC Guide, and explained in the
UK Code, that the specific provisions of
the UK Code that relate to the
requirements for an internal audit
function, the role of the chief executive,
and executive directors’ pay are not
relevant to the Company. The Company
has therefore not reported further in
respect of these provisions.
Internal control
The Board acknowledges that it is
responsible for the Company’s system of
internal control and for reviewing its
effectiveness. Internal control systems
are designed to manage the specific
needs of the Company and the risks to
which it is exposed and can by their
nature only provide reasonable and not
absolute assurance against material
misstatement or loss.
The system aims to ensure the
maintenance of proper accounting
records, the reliability of the financial
information used for publication and upon
which business decisions are made, and
that the assets of the Company are
safeguarded. The financial controls
operated by the Board include the
authorisation of the investment strategy
and regular reviews of the financial
results and investment performance.
The Board has put in place ongoing
procedures for identifying, evaluating
and managing the significant risks faced
by the Company. As part of this process,
an annual review of the control systems is
carried out. The review covers a
consideration of the key business,
operational, compliance and financial
risks facing the Company and includes a
review of the risks in relation to the
financial reporting process. The Board
reviews a schedule of key risks and the
management accounts at each quarterly
board meeting. Assisted by the Audit
Committee, it carries out separate
assessments in respect of the annual and
half-year reports and other published
financial information.
The Board has contractually delegated to
Gresham House the management of the
investment portfolio, the day-to-day
accounting, company secretarial and
administration requirements and to City
Partnership (UK) Limited for the registrar
services.
The system of internal control and the
procedure for the bi-annual review of
control systems has been in place and
operational throughout the period under
review and up to the date of this Report.
An assessment of the effectiveness of
internal controls in managing risk was
conducted on the basis of reports from
Gresham House on 11 December 2024.
The Board has identified no significant
problems with the Company’s internal
control mechanisms.
Financial risk management
The main risks arising from the
Company’s financial instruments are
investment risk, fluctuations in the market
price and interest rates, credit risk and
liquidity risk. The Board regularly reviews
and agrees policies for managing these
risks and full details can be found in Note
15 to the Financial Statements on pages
71 to 77 of this Annual Report.
Section 172 Director Duties
The Directors continue to have regard to
the interests of the Company’s
Shareholders and other stakeholders,
including the impact of its activities on
the community, environment and the
Company’s reputation, when making
decisions. The Directors, acting fairly and
in good faith, consider what is most likely
to promote the success of the Company
for its members and stakeholders in the
long-term. Further details can be found in
the table on pages 71 to 77.
Investment management and
service providers
The Directors carry out an annual review
of the performance of and contractual
arrangements with the Investment
Adviser. The annual review of the
Investment Adviser forms part of the
Board’s overall internal control
procedures discussed above. As part of
this review, the Board considers the
quality and continuity of the investment
management team, investment
performance, quality of information
provided to the Board, remuneration of
the Investment Adviser, the investment
process and the results achieved to date.
A review of the performance of the
Company is included in the Strategic
Report on pages 21 to 33. The Board
concluded that the Investment Adviser
had performed consistently well over the
medium-term and delivered target
dividend returns to Shareholders in the
period under review. The Company
remains informed and well-positioned to
maintain compliance with VCT tax
legislation.
The Board places significant emphasis on
the Company’s performance against its
peers and further information on this has
been included in the Strategic Report on
page 23. The Board further considered
the Investment Adviser’s commitment to
the promotion of the Company and was
satisfied that this was well prioritised by
the Investment Adviser as evidenced by,
inter alia, the Mobeus VCT fundraisings
which have taken place between 2010
and 2024 and the annual Shareholder
events.
The Board considers that the Investment
Adviser continued to exercise
independent judgement while producing
valuations which reflect fair value.
Overall, the Board has continued to
believe that the Investment Adviser
possesses the experience, knowledge
and resources that are required to
40
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
support the Board in achieving the
Company’s long term investment
objectives. The Directors therefore
believe that the continued appointment
of the Investment Adviser to the
Company on the terms currently agreed
is in the interests of Shareholders, and
this was formally approved by the
Management Engagement Committee
and the Board on 12 September 2024.
The principal terms of the Company’s
Investment Advisory Agreement are set
out in Note 4 to the Financial Statements
on pages 61 to 62 of this Annual Report.
The Board seeks to ensure that the terms
of these agreements represent an
appropriate balance between cost and
the incentivisation of the Investment
Adviser.
Fees paid to the Investment Adviser
The fees paid to the Investment Adviser
are set out in Note 4 to the Financial
Statements on pages 61 to 62.
In addition, the Investment Adviser
received fees totalling £409,725 during
the period-ended 30 September 2024
(year ended 31 December 2023:
£415,975), being £125,722 (year ended 31
December 2023: £128,836) in advisory
and arrangement fees and £284,004
(year ended 31 December 2023:
£287,139) in Non-Executive Directors’
fees for its partners, and other senior
managers, to sit on a number of investee
company boards. These amounts are the
share of such fees attributable to
investments made by the Company.
These figures are not part of the Financial
Statements.
Alternative Investment Fund
Manager (“AIFM”)
The Board appointed the Company as its
own AIFM in compliance with the
European Commission’s Alternative
Investment Fund Management Directive
with effect from 22 July 2014. The
Company is registered as a small AIFM
and is therefore exempt from the principal
requirements of the Directive. Gresham
House continues to provide investment
advisory and administrative services to
the Company.
However, in order for the Company to
continue to discharge its safekeeping
responsibilities for the documents of title
to its investments, it has contracted a
third-party, Apex Group, to act as
custodian.
The Board and its Committees
The Directors of the Company are all
independent Non-Executive Directors.
Operation of the Board
In regard to the tenure of the Board, the
length of service of all directors is
considered on an ongoing basis, with the
Nomination and Remuneration
Committee giving consideration to
succession and composition at its period
or year-end meeting, in compliance with
the AIC Code of Corporate Governance
guidance.
Performance Review
In accordance with The UK Corporate
Governance Code, each year a formal
performance review is undertaken of the
Board as a whole, its Committees and
each of the directors. The Board consider
and discuss the review and an action
plan is agreed if appropriate. There were
no issues requiring action following the
recent review. The performance of the
Chair was evaluated by the other
Directors. The Board also conducts an
evaluation of the Investment Adviser, and
feedback of the results is provided to
Gresham House.
The Board also annually reviews the
constitution and strategy of the Company.
The Board has agreed a schedule of
matters specifically reserved for decision
by the Board. These include: compliance
with the requirements of the Companies
Act 2006 and the Income Tax Act 2007,
the UK Listing Authority and the London
Stock Exchange; strategy and
management of the Company; changes
relating to the Company’s capital
structure or its status as a plc; financial
reporting and controls; Board and
committee appointments as
recommended by the Nomination and
Remuneration Committee and terms of
reference of committees; and considering
Shareholder communications, material
contracts of the Company and contracts
of the Company not in the ordinary
course of business.
The Board has agreed that the
Investment Adviser takes the initiative on
most aspects of the Company’s
operations, under the guidance and
formal approval of the Board. The Board
has agreed policies with the Investment
Adviser covering key operational issues.
Diversity and inclusion
At the period-end the position was:
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
Board
Male 2 50.00% Not
applicable
Female 2 50.00% See
paragraph
below
In accordance with Listing Rule 6.6.6(9),
the Board reports that as an externally
managed Company, there are no
executive management roles such as
CEO or CFO and therefore the Board is
not required to report against this target
as it is not applicable. However, the roles
within the Company which are senior, in
addition to the Chair of the Company and
the Senior Independent Director, are the
Chairs of the Audit, Nomination &
Remuneration, Management Engagement
and Investment Committees, with the
Audit and Investment Committee Chairs
held by a woman.
The Board consists of four white
directors, of British or Canadian
nationality and therefore there is no
minority ethnic Board representation. The
Board are committed to include diversity
and inclusion for all their future
recruitment.
Board Committees
The Board has established four
Committees: the Nomination and
Remuneration Committee, the
Management Engagement Committee,
the Audit Committee and the Investment
Committee, with responsibilities for
specific areas of its activity. Each of the
Committees has written terms of
reference, which detail their authority and
duties. Shareholders may obtain copies
of these by making a written request to
the Company Secretary or by
downloading these documents from the
Company’s website: www.migvct.co.uk.
The Board has satisfied itself that each of
its Committees has sufficient resources to
undertake its duties.
Full descriptions of the work of the Audit
and Nomination and Remuneration
Committees are set out in the Report of
the Audit Committee and the Director’s
Remuneration Report on pages 42 to 43
and 44 to 47 respectively, of this Annual
Report.
Corporate Governance Statement
41
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Management Engagement
Committee
The Management Engagement
Committee is chaired by Ian Blackburn
and comprises all four independent
Directors.
The Committee meets at least annually to
review the Company’s contracts with its
service providers and at other times as
and when necessary and makes
recommendations to the Board.
By order of the Board
Gresham House Asset Management
Limited
Company Secretary
13 January 2025
42
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
This Report of the Audit
Committee forms part of the
Directors’ Report.
The Audit Committee is chaired by Lucy
Armstrong and comprises three of the
independent Directors. Due to there only
being three directors appointed to the
Company until 26 July 2024, it was
appropriate that that Board’s Chairman
should be a member of the Audit
Committee. Following the Merger and the
appointment of Ian Blackburn and Sarah
Clark to the Board and Committees, it
was agreed that the Board’s Chairman
could attend the Audit Committee
meetings as an attendee but not as a
member in accordance with the
recommendation of the 2018 FRC
Corporate Governance Code (updated in
January 2024) as best practice.
The composition of the Committee, their
skills and experience are reviewed
annually, or as and when required, and
the Committee confirms that the current
members are independent and
appropriate, and the Chair possesses
relevant financial experience.
The Committee’s Key objectives are:
● monitoring and governance of the
appropriateness of the Company’s
financial reporting;
● the performance of the auditor; and
● the internal controls and risk
management.
The Committee’s principal activities
during the period are summarised below:
Valuation of investments
The Investment Adviser prepared
valuations of the investments in the
portfolio at the end of each quarter and
these were considered in detail and
agreed by the Audit Committee for
recommendation to the Board. The
Committee continued to monitor the
adequacy of the controls over the
preparation of these valuations. As part
of this process, it focused on ensuring
that both the bases of the valuations and
any assumptions used were reasonable
and in accordance with the IPEV
Valuation Guidelines. The Committee
received a valuation review within a
report from the external auditor as part of
the period-end audit process. The report
was discussed in full by the Committee,
the Investment Adviser and with the
Auditor as necessary.
Financial statements
The Committee carefully reviewed the
Half-Year and September period-end
reports to Shareholders for the period
under review before these were
submitted to the Board for approval.
Besides the subject of valuations referred
to above, the Committee also considered
whether the accounting policy in respect
of revenue recognition had been
satisfactorily applied, and whether all
expenditure in the period had been
included.
Income from investee companies
The Committee notes that revenue from
investee company loan stock and
dividends may be uncertain given the
type of companies in which the Company
invests. Dividends in particular may be
difficult to predict. The payments received
do have a direct impact on the level of
income dividends the Company is able to
pay to Shareholders. The Committee
agrees policies for revenue recognition
and reviews their application at each of its
meetings. It considers schedules of
income received and receivable from
each of the investee companies and
assesses, in consultation with the
Investment Adviser, the likelihood of
receipt of each of the amounts.
Internal control
The Committee has monitored the
system of internal controls throughout the
period under review and as described in
more detail in the Corporate Governance
Statement on page 39. It received reports
by exception on the Company’s progress
against its internal controls at its
September period-end and Half-Year
results meetings and reviews a schedule
of key risks at the same time. A full review
of the internal controls in operation by
the Company was undertaken by the
Committee on 11 December 2024.
The Board has identified the key risks
faced by the Company and established
appropriate controls. A list of the risks
identified is set out on pages 30 to 32 of
the Strategic Report. The Committee
monitors these controls and reviews any
incidences of non-compliance.
Cyber Security
The Board has sought and obtained
assurances during the period from the
Investment Adviser, the Registrar and
other service providers concerning their
cyber security procedures and policies.
Compliance with the VCT tests
The Company has engaged Philip Hare &
Associates LLP (“PHA”) as its VCT Status
Tax Adviser to advise on its compliance
with the legislative requirements relating
to VCTs. PHA produce six-monthly
reports on the Company’s compliance
with the VCT legislation which include a
consideration of the Company’s position
against each of the VCT qualification
tests. These reports were considered by
the Audit Committee prior to presentation
to the Board at the half and period-end
stages.
Going concern and long-term
viability of the Company
The Board and the Committee monitored
the Company’s liquidity to satisfy
themselves that the Company had an
adequate level of resources for the
foreseeable future. Consideration is
given to cash flow projections which
included assumptions on, inter alia,
projected levels of new investment and
the ability of the Company to realise its
existing investments; the Company’s
cash balances and holdings in money
market funds; and projected levels of
dividends and share buybacks. The
Committee has again considered the
requirement to publish a Viability
Statement in the Annual Report and has
advised the Board on its review of the
viability of the Company and the wording
of the statement (including the period to
which the statement should relate).
Counterparty risk
The Committee has given careful
consideration to the credit worthy status
of the financial institutions with whom the
Company’s cash resources have been
placed. The Committee took into account
factors such as maturity, interest rate and
credit rating across a number of financial
institutions. The Board has a policy of
spreading risk by placing funds across a
number of financial institutions. By
instruction from the Board, the Company
holds the majority of its funds in a number
of AAA rated money market funds, as
VCT legislation prevents cash being held
in bank deposits on more than 7 days’
notice.
AIFM registration
The Committee continued to monitor the
Company’s obligations as its own
Alternative Investment Fund Manager
(“AIFM”) in compliance with the European
Commission’s Alternative Investment
Fund Manager’s Directive.
The Company is registered as a small
AIFM and is therefore exempt from the
principal requirements of the Directive.
Safekeeping of the Company’s
documents of title to its
investments
The Committee has established
procedures for the safekeeping of the
Company’s documents of title under a
Safekeeping Agreement dated
17 February 2022 with Apex Fund and
C
orporate Services (Guernsey) Limited,
for accessing and dealing with these
documents.
Relationship with the external
auditor
The Committee is responsible for
overseeing the relationship with the
Report of the Audit Committee
Reports of
the Directors
43
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
external Auditor, assessing the
effectiveness of the external audit
process and making recommendations
on the appointment and removal of the
external Auditor. It makes
recommendations to the Board on the
level of audit fees and the terms of
engagement for the Auditor. The external
Auditor is invited to attend Audit
Committee meetings, where appropriate,
and also meets with the Committee and
its Chair without representatives of the
Investment Adviser being present if
appropriate.
The external auditor engaged with the
Audit Committee throughout the period
and during the audit planning process. It
considers that the audit team is
appropriately resourced and has
communicated clearly and promptly with
members of the Committee and the
Investment Adviser during the audit
process.
The Committee is satisfied that
independence and objectivity has been
maintained throughout the audit and the
level of fees charged are justifiable and
appropriate for the work involved.
As BDO LLP (formerly PKF) have reached
the 20-year limit for the provision of audit
services to the Company, new auditors
have to be appointed and an extensive
tender process was undertaken to
identify a suitable audit firm.
The Board have appointed Johnston
Carmichael LLP to provide the audit
services for the year-ending
30 September 2025. Shareholder
ap
p
roval of the appointment is required
and will be proposed at the AGM.
Permissible non-audit services
The Board regularly reviews and monitors
the external Auditor’s independence and
objectivity. As part of this it reviews the
nature and extent of services supplied by
the Auditor to ensure that independence
is maintained.
The Committee reviews the implications
of the Financial Reporting Council‘s
(“FRC”) Revised Ethical Reporting
Standard 2019 effective from 5 March
2020. The Committee, based upon the
review of this 2019 Ethical Standard, has
decided to purchase certain non-audit
services, such as tax compliance services
and iXBRL tagging, from separate firms.
The auditor is permitted to provide
audit-related services in respect of the
Half-Year Report (if requested by the
Board), whereas PHA provides tax
compliance services, and Arkk
Consulting Limited, one of the Company’s
investee companies, that provides the
iXBRL tagging service, demonstrated that
it has appropriate procedures and
safeguards in place to maintain its
independence and objectivity; charged
justifiable fees in respect of the scope of
services provided; and handled key audit
issues.
Summary of Financial Reporting
Council’s (‘FRC’) AQR findings and
Actions Taken
In July 2024 the FRC published its annual
assessment of quality among the Tier I
audit firms. Our external auditor, BDO is
one of the six Tier I audit firms, and was
therefore subject to a review by the
Financial Reporting Council’s Audit
Quality Review team. The FRC’s report
identified a number of areas for
improvement for BDO, and in response to
these findings, BDO has implemented an
action plan.
The Audit Committee discussed the
FRC’s findings along with BDO’s action
plan in detail with BDO. BDO have
confirmed that they remain committed to
maintaining the highest standards of
audit quality and will continue to work
closely with the FRC to address any areas
of concern.
The Committee notes the progress BDO
has a made to date, and will continue to
monitor their progress, until the new
Auditor is appointed. I would like to take
this opportunity once again to thank all
Shareholders for their continued support.
Additional disclosures in the
Directors’ Report
Disclosures required by certain publicly-
traded companies as set out in Part 6 of
Schedule 7 of the Large and Medium-
sized Companies and Groups (Accounts
and Reports) Regulations 2008 (as
amended 2013) are addressed in the
Directors’ Report on pages 35 to 38.
By order of the Board
Lucy Armstrong
Chair of the Audit Committee
13 January 2025
44
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
I am pleased to present the
Director’s Remuneration
Report for the financial
period-ended 30 September
2024.
Over the following pages we have set out
the Company’s forward-looking Directors’
Remuneration Policy. The Directors’
Annual Remuneration Report details how
this Policy is being implemented.
As part of its annual review of Directors’
remuneration, at its meeting on
11 December 2024, the Nomination and
Remuner
ation Committee considered the
aggregate level of remuneration which,
as a consequence of the Merger, is
projected to fall as a % of net assets.
Following a review of the composition of
the Board as part of the Merger
discussions and following the
appointment of two new directors to the
Board, the Directors have confirmed their
belief that the current Board of four
directors have the skills and experience
to be effective.
The table on page 45 shows the
remuneration to be paid to each of the
Non-Executive Directors in 2025. The
table on page 46 shows the annual
percentage change in remuneration paid
to each of the Non-Executive Directors
who have served during the period.
There will be no further changes to the
remuneration for the current year.
I would welcome any comments you may
have.
Ian Blackburn
Chair of the Nomination and
Remuneration Committee
13 January 2025
Introduction
This Report has been prepared by the
Directors in accordance with the
requirements of Schedule 8 of the Large
and Medium-sized Companies and
Groups (Accounts and Reports)
Regulations 2013, the Companies Act
2006 (“the Companies Act”) and the
Listing Rules of the UK Listing Authority
(“the Listing Rules”). The Company’s
independent Auditor is required to give
its opinion on the specified information
provided on Directors’ emoluments and
Directors’ interests on page 46 and this
is explained further in its report to
Shareholders on pages 50 to 54.
Directors’ Remuneration Policy
The Remuneration Policy is set by the
Board on the recommendation of the
Committee. The level and make-up of
remuneration is set at a point which is
sufficient to attract, retain and motivate
experienced directors of the quality
required to run the Company
successfully. When considering the level
of Directors’ fees, the Committee takes
account of the workload and
responsibilities of each role and the
value and amount of time that a Director
is required to commit to the Company. It
considers the remuneration levels
elsewhere in the Venture Capital Trust
industry for companies of a similar size
and structure and other relevant
information.
The Directors’ fees are reviewed
annually in accordance with the
Remuneration Policy. The Committee
may choose to take independent advice
where and when it considers it
appropriate. However, the Committee
has not considered it necessary to take
any such advice during the period under
review.
Since all the Directors are Non-
Executive, the Company is not required
to comply with the provisions of the
Listing Rules, the UK Corporate
Governance Code and the AIC Code of
Corporate Governance in respect of
directors’ remuneration, except in so far
as they relate specifically to Non-
Executive Directors.
Performance related remuneration
Whilst it is a key element of this policy to
recruit directors of the calibre required
to lead the Company in achieving its
short and long-term objectives, no
component of the fees paid is directly
related to performance.
Additional benefits
The Company does not have any
schemes in place to pay any of the
Directors’ bonuses or benefits in
addition to the Directors’ fees. No
arrangements have been entered into
between the Company and the Directors
to entitle them to compensation for loss
of office. None of the Directors receive
pension benefits from the Company and
the Company has not granted any
Director any options over the share
capital of the Company. It is current
Company policy not to pay travel or
subsistence expenses to Directors in
relation to their work for the Company
although this is kept under review.
Recruitment Remuneration
Any new director who may subsequently
be appointed to the Board will be
remunerated in line with the
Remuneration Policy and the levels of
remuneration stated therein as modified
from time to time.
Shareholders’ views on
remuneration
The Board prioritises the views of
Shareholders and encourages free and
frank discussion at general meetings of
the Company. It takes Shareholders’
views into account, where appropriate,
when formulating its remuneration
policy. Shareholders can contact the
Chair or the Company Secretary,
Gresham House, at any time by email
using the address: mobeusvcts@
greshamhouse.com.
Directors’ terms of appointment
All of the Directors are non-executive.
The Articles of Association of the
Company provide that directors may be
appointed either by an ordinary
resolution of the Company or by the
Board, provided that a person appointed
by the Board shall be subject to election
at the first annual general meeting
following their appointment.
The Articles also contain provisions
whereby, subject to the Companies Act,
one-third of the Directors retire from
office by rotation at each annual general
meeting. However, the Board has
agreed that each of the Directors will
offer themselves for re-election annually
in accordance with the AIC Code.
All Directors receive a formal letter of
appointment setting out the terms of
their appointment, their specific duties
and responsibilities and the fees
pertaining to the appointment.
Directors’ Remuneration Report
45
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Appointment letters for new directors
stipulate that an assessment of the
required time commitment be made
prior to acceptance of the appointment
to ensure that the individual is able to
fulfil the role in light of their other
existing commitments.
New directors are asked to undertake
that they will have sufficient time to carry
out their responsibilities to the Company
and to disclose their other significant
time commitments to the Board before
appointment.
Each of the Director’s appointments may
be terminated by either party by giving
not less than three months’ notice in
writing and in certain other
circumstances. Copies of the Directors’
appointment letters will be available for
inspection at the place of the Annual
General Meeting on 5 March 2025 from
12.30 pm.
Shareholder approval of the
Directors’ remuneration policy
A resolution to approve the Directors’
Remuneration Policy as set out in the
Annual Report for the year ended
31 December 2023 was approved by
Shareholders at the AGM of the
Company held on 20 May 2024. Proxy
votes in favour of the resolution
represented 94.7% of the votes received
(including those who appointed the
Chair to vote as his discretion) (against
5.29%). This policy applied throughout
the period-ended 30 September 2024.
Future policy
The table below sets out details of each Directors’ remuneration package and the maximum amount receivable during the
forthcoming year by each Director. The Nomination and Remuneration Committee and the Board review the fees paid to the
Directors annually in accordance with the Remuneration Policy set out below and may decide that an increase in fees is appropriate
in respect of subsequent years.
Director Role Remuneration Package
1
Maximum payment
per annum
Performance
conditions
Clive Boothman Chair Director’s fee £45,000 None
Ian Blackburn
1
Senior Independent
Director, Chair of
Nomination &
Remuneration and
Management
Engagement
Committees
Director’s fee £39,900 None
Lucy Armstrong Chair of Audit
Committee
Director’s fee £36,750 None
Sarah Clark
2
Chair of Investment
Committee
Director’s fee £36,750 None
Total fees payable £158,400
1
Following the Merger, the Board has agreed to consolidate supplements paid in respect of chair roles for separate committees in favour of a single,
clearer directors' fee.
46
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
Directors’ Remuneration Report
Shareholder approval of the
Company’s Remuneration Policy
The Board is required to ask
Shareholders to approve the
Remuneration Policy every three years.
The Directors will therefore recommend
that Shareholders approve the Policy
again at the AGM of the Company to be
held in 2026.
Directors’ Annual Remuneration
Report
This section of the report sets out how
the Remuneration Policy, described on
the previous pages, is being
implemented.
A resolution to approve the Directors’
Annual Remuneration Report as set out
in the Annual Report for the year ended
31 December 2023 was approved by
Shareholders at the AGM of the
Company held on 20 May 2024.
The Company also received proxy votes
in favour of the resolution representing
98.29% of the votes submitted (including
those who appointed the Chair to vote at
his discretion) (against: 1.71%).
An ordinary resolution for the approval
of the Annual Remuneration Report will
be proposed at the AGM of the
Company to be held on 5 March 2025.
Nomination and Remuneration
Committee
The Committee comprises the full Board
and was chaired by Bridget Guerin
throughout the period to 26 July 2024,
when Ian Blackburn joined the Board
and assumed the Chair. All members of
the Committee are considered to be
independent of the Investment Adviser.
The Committee meets at least once a
year and is responsible for making
recommendations to the Board on
remuneration policy and reviewing the
Policy’s ongoing appropriateness and
relevance. It carries out an annual review
of the remuneration of the Directors and
makes recommendations to the Board
on the level of Directors’ fees. It is
responsible for the appointment of
remuneration consultants, if this should
be considered necessary, including
establishing the selection criteria and
terms of reference for such an
appointment. However, it was not
considered necessary to appoint any
such consultants during the period
under review. The Committee met twice
during the period with full attendance
from all its members.
As part of the annual review of directors’
remuneration, at its meeting on 3 April
2024, when the Committee noted the
economic climate impacting on the
Company’s performance, and
recommended to the Board that there
be no fee increase for the forthcoming
year.
In considering nominations, the
Committee is responsible for making
recommendations to the Board
concerning the appointment of new
directors to the Board and its
committees; the periodic review of the
composition of the Board and its
committees; and the annual
performance review of the Board, the
Directors and the Chair. This includes
the ongoing review of each Director’s
actual or potential conflicts of interest
which may arise as a result of the
external business activities of Board
members.
Company Objective
To provide investors with a regular income stream, by way of tax-free dividends generated from income and capital returns,
while continuing at all times to qualify as a VCT.
Remuneration Policy
To ensure that the levels of remuneration are sufficient to attract, retain and motivate directors of the quality required to
manage the Company in order to achieve the Company’s Objective.
Audited information
Annual percentage change In Directors’ Remuneration
The following table sets out the annual percentage change in
Directors’ remuneration for the period to 30 September 2024:
% change
for
the period
to
30 Sep
2024
% change
for
the year
to
31 Dec
2023
% change
for
the year
to
31 Dec
2022
% change
for
the year
to
31 Dec
2021
% change
for
the year
to
31 Dec
2020
Clive Boothman 4.7% - 7.5% - -
Lucy Armstrong 0.7% - - n/a n/a
Sarah Clark
1
n/a n/a n/a n/a n/a
Ian Blackburn
1
n/a n/a n/a n/a n/a
Bridget Guérin
2
n/a - 5.0% - -
Catherine Wall n/a n/a n/a - -
1
Appointed to the Board on 26 July 2024
2
Bridget retired as a Director on 26 July 2024.
The remuneration of the Directors contains no performance
related variable element. As the Company has no employees,
the directors do not consider it relevant to compare director
fees against employee pay.
No sums were paid to third parties in respect of any of the
Director’s services during the period under review.
Directors’ interests in the Company’s shares
The Company does not require the Directors to hold shares in
the Company. The interests of the Directors (and their
connected persons) in the shares of the Company at the
beginning and end of the period are as set out in the table
below:
Shares
held on:
30 September 2024
Shares
held on:
31 December 2023
Clive Boothman 188,684
1,2
188,684
1
Bridget Guérin
3
n/a 301,793
Lucy Armstrong - -
Ian Blackburn
4
51,606 -
Sarah Clark
4
- -
1
27,621 shares are held in a nominee account
2
26,074 shares purchased in October 2024
3
Resigned from the Board on 26 July 2024
4
Appointed to the Board on 26 July 2024
47
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Relative importance of spend on Directors’ fees
30 September
2024
31 December
2023
£ £
Total directors’ fees 92,570 111,000
Dividends paid and payable in respect of the period 6,514,702 15,796,009
Total fees and expenses
1
2,251,466 2,730,475
Directors’ fees as a share of:
Closing net assets 0.06% 0.12%
Dividends paid and payable in respect of the period 1.42% 0.70%
Total fees and expenses
1
4.11% 4.07%
1
This figure is the combined total of Investment Adviser’s fees and other expenses disclosed in the Income Statement
Directors’ remuneration: 5-year comparison
2024 2019 Change (%)
Director
1
45,000 40,000 12.5%
1
Following the Merger, the Board does not charge fees for chair roles in respect of separate committees. The above analysis represents the fee paid to
Clive Boothman as the chair and highest paid director.
Directors’ attendance at Board and Committee meetings in 2024
The table below sets out the Directors’ attendance at quarterly Board meetings and Committee meetings held during the period to
30 September 2024. In addition to the quarterly Board meetings, the Board met on other occasions to consider specific issues as
they arose.
Directors Board Meetings
Audit Committee
Meetings
Nomination and
Remuneration
Committee Meetings
Management
Engagement
Committee Meeting
Eligible Attended Eligible Attended Eligible Attended Eligible Attended
Clive Boothman 3 3 3 3 2 2 1 1
Bridget Guérin
1
2 2 2 2 1 1 0 0
Lucy Armstrong 3 3 3 3 2 2 1 1
Ian Blackburn
2
2 2 1 1 1 1 1 1
Sarah Clark
2
2
2
1
1
1
1
1
1
1
Resigned from the Board on 26 July 2024
2
Appointed to the Board and Committees on 26 July 2024
48
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Directors’ Remuneration Report
Reports of
the Directors
Company performance
The graph below charts the Share Price total return of the Company (assuming all dividends are re-invested in shares in the
Company on the last trading day of the month in which the shares were quoted ex-dividend) over the past ten years compared with
that of an index of all VCTs and an index of generalist VCTs which are members of the AIC, based on figures provided by
Morningstar. The Board considers these indices to be the most appropriate indices against which to measure the Company’s
relative performance over the medium to long-term. The total returns have each been re-based to 100 pence at 31 December 2014.
Share Price Total Return Performance Graph
Mobeus Income & Growth VCT plc Share Price Total Return
AIC Generalist VCTs Share Price Total Return
AIC All VCTs Share Price Total Return
31/12/14 31/12/15 31/12/16 31/12/17 31/12/18 31/12/19 31/12/20 31/12/21 31/12/22 31/12/23 30/09/24
400p
370p
340p
310p
280p
250p
220p
190p
160p
130p
100p
70p
Pence per share
An explanation of the recent performance of the Company is given in the Chair’s Statement on page 2, in the Investment Adviser’s
Review on pages 6 to 11 and in the Strategic Report on pages 23 to 26.
By order of the Board
Gresham House Asset Management
Limited
Company Secretary
13 January 2025
49
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Statement of Directors’ Responsibilities
The Directors are responsible for
preparing the Annual Report and the
Financial Statements in accordance with
applicable law and regulations.
Company law requires the Directors to
prepare Financial Statements for each
financial period and the Directors have
elected to prepare the Financial
Statements in accordance with United
Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards and applicable law). Under
company law the Directors must not
approve the Financial Statements unless
they are satisfied that they give a true
and fair view of the state of affairs of the
Company and of the profit or loss of the
Company for that period.
In preparing these Financial Statements,
the Directors are required to:
● select suitable accounting policies
and then apply them consistently;
● make judgements and accounting
estimates that are reasonable and
prudent;
● state whether the Financial
Statements have been prepared in
accordance with United Kingdom
accounting standards, subject to any
material departures disclosed and
explained in the Financial
Statements;
● prepare the Financial Statements on
the going concern basis unless it is
inappropriate to presume that the
Company will continue in business;
and
● prepare a Strategic Report, a
Director’s Report and Directors’
Remuneration Report which comply
with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the
Company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the Company and
enable them to ensure that the Financial
Statements comply with the Companies
Act 2006. 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.
Website publication
The Financial Statements are published
on the Company’s website at
www.migvct.co.uk,
w
hich is maintained
by the Investment Adviser. The
maintenance and integrity of the website
maintained by the Investment Adviser is,
so far as it relates to the Company, the
responsibility of the Investment Adviser.
The work carried out by the Auditor does
not involve consideration of the
maintenance and integrity of this website
and, accordingly, the Auditor accepts no
responsibility for any changes that have
occurred to the accounts since they were
initially presented to the website. The
accounts are prepared in accordance
with UK legislation, which may differ from
legislation in other jurisdictions.
Directors’ responsibilities pursuant
to Disclosure and Transparency
Rule 4 of the UK Listing Authority
The Directors confirm to the best of their
knowledge that:
(a) The Financial Statements, which have
been prepared in accordance with
United Kingdom Generally Accepted
Accounting Practice give a true and
fair view of the assets, liabilities,
financial position and the profit of the
Company.
(b) The Annual Report 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.
Having taken advice from the Audit
Committee, the Board considers the
Annual Report and Financial Statements,
taken as a whole, is fair, balanced and
understandable and that it provides the
information necessary for Shareholders
to assess the Company’s position,
performance, business model and
strategy.
Neither the Company nor the Directors
accept any liability to any person in
relation to the Annual Report except to
the extent that such liability could arise
under English law.
The names and functions of the Directors
are stated on page 34.
For and on behalf of the Board
Clive Boothman
Chair
13 January 2025
50
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Independent Auditor’s Report to the Members of
Mobeus Income & Growth VCT plc
Opinion on the financial statements
In our opinion the financial statements:
● give a true and fair view of the state
of the Company’s affairs as at 30
September 2024 and of its profit for
the period then ended;
● have been properly prepared in
accordance with United Kingdom
Generally Accepted Accounting
Practice; and
● have been prepared in accordance
with the requirements of the
Companies Act 2006.
We have audited the financial statements
of Mobeus Income & Growth VCT Plc
(the ‘Company’) for the period ended 30
September 2024 which comprise the
income statement, the balance sheet,
the statement of changes in equity, the
statement of cash flows and notes to the
financial statements, including a
summary of significant accounting
policies. The financial reporting
framework that has been applied in their
preparation is applicable law and United
Kingdom Accounting Standards,
including Financial Reporting Standard
102 The Financial Reporting Standard
applicable in the UK and Republic of
Ireland (United Kingdom Generally
Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards
are further described in the Auditor’s
responsibilities for the audit of the
financial statements section of our
report. We believe that the audit
evidence we have obtained is sufficient
and appropriate to provide a basis for
our opinion. Our audit opinion is
consistent with the additional report to
the audit committee.
Independence
Following the recommendation of the
audit committee, we were appointed by
the Board of Directors in 2004 to audit
the financial statements for the year
ended 30 September 2004 and
subsequent financial periods. The period
of total uninterrupted engagement,
including retenders and reappointments
is 21 years, covering the year ended
31 December 2004 to the 9 month
period ended 31 September 2024. We
remain independent of the Company in
accordance with the ethical requirements
that are relevant to our audit of the
financial statements in the UK, including
the FRC’s Ethical Standard as applied to
listed public interest entities, and we
have fulfilled our other ethical
responsibilities in accordance with these
requirements. The non-audit services
prohibited by that standard were not
provided to the Company.
Conclusions relating to going
concern
In auditing the financial statements, we
have concluded that the Directors’ use of
the going concern basis of accounting in
the preparation of the financial
statements is appropriate. Our evaluation
of the Directors’ assessment of the
Company’s ability to continue to adopt
the going concern basis of accounting
included:
● Obtaining the Venture Capital Trust
(“VCT”) compliance reports prepared
by management’s expert during the
period and as at period end and
reviewing the calculations therein to
check that the Company was
meeting its requirements to retain
VCT status;
● Consideration of the Company’s
expected future compliance with
VCT legislation, the absence of bank
debt, contingencies and
commitments and any market or
reputational risks;
● Reviewing the forecasted cash flows
that support the Directors’
assessment of going concern,
challenging assumptions and
judgements made in the forecasts
and assessing them for
reasonableness. In particular, we
considered the available cash
resources relative to the forecast
expenditure which was assessed
against the prior year for
reasonableness; and
● Evaluating the Directors’ method of
assessing the going concern in light
of market volatility and the present
uncertainties in economic recovery
created by macro-economic factors.
Based on the work we have performed,
we have not identified any material
uncertainties relating to events or
conditions that, individually or
collectively, may cast significant doubt
on the Company’s ability to continue as a
going concern for a period of at least
twelve months from when the financial
statements are authorised for issue.
In relation to the Company’s reporting on
how it has applied the UK Corporate
Governance Code, we have nothing
material to add or draw attention to in
relation to the Directors’ statement in the
financial statements about whether the
Directors considered it appropriate to
adopt the going concern basis of
accounting.
Our responsibilities and the
responsibilities of the Directors with
respect to going concern are described
in the relevant sections of this report.
Overview
2024 2023
Key audit
matters
Valuation of
unquoted
investments
3 3
Materiality
Company financial
statements as a whole
£2.91m (2023: £1.92m)
based on 2% (2023: 2%) of
net assets adjusted for
significant fundraising in
the period.
An overview of the scope of our
audit
Our audit was scoped by obtaining an
understanding of the Company and its
environment, including the Company’s
system of internal control, and assessing
the risks of material misstatement in the
financial statements. We also addressed
the risk of management override of
internal controls, including assessing
whether there was evidence of bias by
the Directors that may have represented
a risk of material misstatement.
Key audit matters
Key audit matters are those matters that,
in our professional judgement, were of
most significance in our audit of the
financial statements of the current period
and include the most significant
assessed risks of material misstatement
(whether or not due to fraud) that we
identified, 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.
Independent
Auditor’s Report
51
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Independent
Auditor’s Report
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
unquoted
investments
(Note 9 to
the financial
statements)
We consider the
valuation of unquoted
investments to be the
most significant audit
area as there is a high
level of estimation
uncertainty involved
in determining the
unquoted investment
valuations.
There is an inherent
risk of management
override arising from
the unquoted
investment valuations
being prepared by
the Investment
Manager, who is
remunerated based
on the value of the
net assets of the VCT,
as shown in note 4.
For these reasons, we
identified the
valuation of unquoted
investments as a key
audit matter.
Our unquoted investments valuation testing was risk based where individual
investments were assessed based on criteria such as fair value at period end
exceeding performance materiality, fair value at period end exceeding
performance materiality and untested in detail in the prior year, movement
between current period and prior year, fair value exceeding performance
materiality, change in the valuation methodology from prior year, change in
the multiples (Revenue/Earning) from prior year by 10% or more, change in
the gross enterprise value from prior year by 10% or more and any change in
the discount/premium from prior year.
For 100% of the unquoted portfolio we:
● Considered whether the valuation methodology was the most
appropriate in the circumstances under the International Private Equity
and Venture Capital Valuation (“IPEV”) Guidelines. Where there was a
change in valuation methodology from prior year, we assessed whether
the change was appropriate
● Considered the change in market multiples and discount applied from
prior year and if they were supported by the performance of the
underlying investment
● Checked that the valuation was based on recent financial information.
Further, for the unquoted investment samples selected for detailed testing
we:
● Re-performed the calculation of the investment
● Corroborated and benchmarked key inputs and estimates to
independent information from our own research and against metrics
from the most recent investments
● Challenged the assumptions inherent to valuation of unquoted
investments and assessed the impact of the estimation uncertainty
concerning these assumptions and the disclosure of these uncertainties
in the financial statements
● Where appropriate, we performed sensitivity analysis on the valuation
calculations where there was sufficient evidence to suggest reasonable
alternative inputs might exist
Key observations
Based on the procedures performed we consider the unquoted investment
valuations to be appropriate considering the level of estimation uncertainty.
Our application of materiality
We apply the concept of materiality both
in planning and performing our audit, and
in evaluating the effect of misstatements.
We consider materiality to be the
magnitude by which misstatements,
including omissions, could influence the
economic decisions of reasonable users
that are taken on the basis of the
financial statements.
In order to reduce to an appropriately
low level the probability that any
misstatements exceed materiality, we
use a lower materiality level,
performance materiality, to determine
the extent of testing needed. Importantly,
misstatements below these levels will
not necessarily be evaluated as
immaterial as we also take account of the
nature of identified misstatements, and
the particular circumstances of their
occurrence, when evaluating their effect
on the financial statements as a whole.
Based on our professional judgement,
we determined materiality for the
financial statements as a whole and
performance materiality as follows:
52
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Independent
Auditor’s Report
Company financial statements 2024
£
2023
£
Materiality £2,914,000
£1,920,000
Basis for determining materiality
2% of net assets adjusted for significant
fundraising in the period.
2% of net assets adjusted for significant
fundraising in the period.
Rationale for the benchmark applied In setting materiality, we have had
regard to the nature and disposition
of the investment portfolio. Given
that the Company’s portfolio is
comprised of unquoted investments
which would typically have a wider
spread of reasonable alternative
possible valuations, we have applied a
percentage of 2% of net assets adjusted
for significant fundraising in the period.
In setting materiality, we have had
regard to the nature and disposition
of the investment portfolio. Given that
the Company’s portfolio is comprised
of unquoted investments which
would typically have a wider spread
of reasonable alternative possible
valuations, we have applied a percentage
of 2% of net assets adjusted for
significant fundraising in the period.
Performance materiality £2,185,000 £1,440,000
Basis for determining performance
materiality
75% of materiality 75% of materiality
Rationale for the percentage applied for
performance materiality
The level of performance materiality
applied was set after having considered
a number of factors including the
expected total value of known and
likely misstatements and the level of
transactions in the period.
The level of performance materiality
applied was set after having considered
a number of factors including the
expected total value of known and
likely misstatements and the level of
transactions in the period.
Reporting threshold
We agreed with the Audit Committee
that we would report to them all
individual audit differences in excess of
£140,000 (2023: £64,000). We also
agreed to report differences below this
threshold that, in our view, warranted
reporting on qualitative grounds.
Other information
The directors are responsible for the
other information. The other information
comprises the information included in the
annual report other than the financial
statements and our auditor’s report
thereon. Our opinion on the financial
statements does not cover the other
information and, except to the extent
otherwise explicitly stated in our report,
we do not express any form of assurance
conclusion thereon. Our responsibility is
to read the other information and, in
doing so, consider whether the other
information is materially inconsistent with
the financial statements, or our
knowledge obtained in the course of the
audit, or otherwise appears to be
materially misstated. If we identify such
material inconsistencies or apparent
material misstatements, we are required
to determine whether this gives rise to a
material misstatement in the financial
statements themselves. If, based on the
work we have performed, we conclude
that there is a material misstatement of
this other information, we are required to
report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the
Directors’ statement in relation to going
concern, longer-term viability and that
part of the Corporate Governance
Statement relating to the Company’s
compliance with the provisions of the UK
Corporate Governance Code specified
for our review.
Based on the work undertaken as part of
our audit, we have concluded that each
of the following elements of the
Corporate Governance Statement is
materially consistent with the financial
statements, or our knowledge obtained
during the audit.
Going concern and longer-term
viability
● The Directors' statement with
regards to the appropriateness of
adopting the going concern basis of
accounting and any material
uncertainties identified set out on
page 33 and;
● The Directors’ explanation as to their
assessment of the Company’s
prospects, the period this
assessment covers and why the
period is appropriate set out on
page 33.
Other Code provisions
● Directors' statement on fair,
balanced and understandable set
out on page 49;
● Board’s confirmation that it has
carried out a robust assessment of
the emerging and principal risks set
out on page 30;
● The section of the annual report that
describes the review of
effectiveness of risk management
and internal control systems set out
on page 30; and
● The section describing the work of
the audit committee set out on page
42.
Other Companies Act 2006
reporting
Based on the responsibilities described
below and our work performed during
the course of the audit, we are required
by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and
matters as described below.
53
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Independent
Auditor’s Report
Strategic report and Directors’
report
In our opinion, based on the work
undertaken in the course of the audit:
● the information given in the Strategic
report and the Directors’ report for
the financial period for which the
financial statements are prepared is
consistent with the financial
statements; and
● the Strategic report and the
Directors’ report have been
prepared in accordance with
applicable legal requirements.
In the light of the knowledge and
understanding of the Company and its
environment obtained in the course of
the audit, we have not identified material
misstatements in the strategic report or
the Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’
remuneration report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Matters on which we are required
to report by exception
We have nothing to report in respect of
the following matters in relation to which
the Companies Act 2006 requires us to
report to you if, in our opinion
● adequate accounting records have
not been kept, or returns adequate
for our audit have not been received
from branches not visited by us; or
● the financial statements and the part
of the Directors’ remuneration report
to be audited are not in agreement
with the accounting records and
returns; or
● certain disclosures of Directors’
remuneration specified by law are
not made; or
● we have not received all the
information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the Statement
of Directors’ responsibilities, the
Directors are responsible for the
preparation of the financial statements
and for being satisfied that they give a
true and fair view, and for such internal
control as the Directors determine is
necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to
fraud or error.
In preparing the financial statements, the
Directors are responsible for assessing
the Company’s ability to continue as a
going concern, disclosing, as applicable,
matters related to going concern and
using the going concern basis of
accounting unless the Directors either
intend to liquidate the Company or to
cease operations, or have no realistic
alternative but to do so.
Auditor’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
(UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or
error and are considered material if,
individually or in the aggregate, they
could reasonably be expected to
influence the economic decisions of
users taken on the basis of these
financial statements.
Extent to which the audit was
capable of detecting irregularities,
including fraud
Irregularities, including fraud, are
instances of non-compliance with laws
and regulations. We design procedures
in line with our responsibilities, outlined
above, to detect material misstatements
in respect of irregularities, including
fraud. The extent to which our
procedures are capable of detecting
irregularities, including fraud is detailed
below:
Non-compliance with laws and
regulations
Based on:
● Our understanding of the Company
and the industry in which it operates;
● Discussion with the Investment
Manager, and those charged with
governance and the Audit
Committee; and
● Obtaining and understanding of the
Company’s policies and procedures
regarding compliance with laws and
regulations.
We considered the significant laws and
regulations to be the Companies Act
2006, the FCA listing and DTR rules, the
principles of the UK Corporate
Governance Code, industry practice
represented by the Statement of
Recommended Practice: Financial
Statements of Investment Trust
Companies and Venture Capital Trusts
(“the SORP”) with consequential
amendments and the applicable financial
reporting framework. We also
considered the Company’s qualification
as a VCT under UK tax legislation.
Our procedures in respect of the above
included:
● Agreement of the financial statement
disclosures to underlying supporting
documentation;
● Enquiries of the Investment Manager,
and those charged with governance
relating to the existence of any
non-compliance with laws and
regulations;
● Obtaining the VCT compliance
reports prepared by management’s
expert during the period and as at
period end and reviewing their
calculations to check that the
Company was meeting its
requirements to retain VCT status;
and
● Reviewing minutes of meetings of
those charged with governance
throughout the period for instances
of non-compliance with laws and
regulations.
Fraud
We assessed the susceptibility of the
financial statement to material
misstatement including fraud.
Our risk assessment procedures
included:
● Enquiry with the Investment
Manager, and those charged with
governance and the Audit
Committee regarding any known or
suspected instances of fraud;
● Obtaining an understanding of the
VCT policies and procedures
relating to:
● Detecting and responding to the
risks of fraud; and
● Internal controls established to
mitigate risks related to fraud.
● Review of minutes of meetings of
those charged with governance for
any known or suspected instances
of fraud;
● Discussion amongst the
engagement team as to how and
where fraud might occur in the
financial statements; and
● Considering performance incentive
54
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Independent
Auditor’s Report
schemes and performance targets
and the related financial statement
areas impacted by these.
Based on our risk assessment, we
considered the areas most susceptible to
fraud to be the valuation of unquoted
investments and management override
of controls.
Our procedures in respect of the above
included:
● In addressing the risk of valuation of
unlisted investments, the procedures
set out in the key audit matter
section in our report were
performed;
● In addressing the risk of
management override of control, we:
● Tested journals posted in the
preparation of the financial
statements, if any, by agreeing to
supporting documentation and
evaluating whether there was
evidence of bias by the
Investment Manager that
represented a risk of material
misstatements due to fraud.
● Incorporated unpredictability
into our testing by selecting a
sample of immaterial expenses
that would not otherwise have
been selected for testing
● Reviewed the significant
judgements made in the unlisted
investment valuations and
considering whether the
valuation methodology is the
most appropriate;
● Considered any indicators of
bias in our audit as a whole; and
● Performed a review of
unadjusted audit differences, if
any, for indications of bias or
deliberate misstatement.
We also communicated relevant
identified laws and regulations and
potential fraud risks to all engagement
team members, who were deemed to
have the appropriate competence and
capabilities and remained alert to any
indications of fraud or non-compliance
with laws and regulations throughout the
audit.
Our audit procedu
res were designed to
respond to risks of material misstatement
in the financial statements, recognising
that the risk of not detecting a material
misstatement due to fraud is higher than
the risk of not detecting one resulting
from error, as fraud may involve
deliberate concealment by, for example,
forgery, misrepresentations or through
collusion. There are inherent limitations
in the audit procedures performed and
the further removed non-compliance
with laws and regulations is from the
events and transactions reflected in the
financial statements, the less likely we
are to become aware of it.
A further description of our
responsibilities is available on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the
Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit
work has been undertaken so that we
might state to the Company’s members
those matters we are required to state to
them in an auditor’s report and for no
other purpose. To the fullest extent
permitted by law, we do not accept or
assume responsibility to anyone other
than the Company and the Company’s
members as a body, for our audit work,
for this report, or for the opinions we
have formed.
Vanessa-Jayne Bradley
(Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory
Auditor
London, UK
14 January 2025
BDO LLP is a limited liability partnership
registered in England and Wales (with
registered number OC305127).
55
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Notes
Period ended 30 September 2024 Year ended 31 December 2023
Revenue
£
Capital
£
Total
£
Revenue
£
Capital
£
Total
£
Net investment portfolio (losses)/gains 8 -
(209,089) (209,089)
-
6,428,051 6,428,051
Income 3 1,590,884 - 1,590,884 2,655,018 - 2,655,018
Investment Adviser's fees 4a (431,061) (1,293,182) (1,724,243) (547,279) (1,641,827) (2,189,106)
Other expenses 4c (395,813) - (395,813) (541,369) - (541,369)
Merger expenses 17 (131,410) - (131,410) - - -
Profit/(loss) on ordinary activities before
taxation 632,600
(1,502,271)
(869,671) 1,566,370
4,786,224
6,352,594
Tax on profit/(loss) on ordinary activities 5 (185,893) 185,893 - (350,248) 350,248 -
Profit/(loss) for the period/year and total
comprehensive income 446,707
(1,316,378)
(869,671)
1,216,122
5,136,472
6,352,594
Basic and diluted earnings per ordinary
share 7 0.24p (0.70)p (0.46)p 0.73p 3.11p 3.84p
The period relates to 9 months from 1 January 2024 to 30 September 2024 as a part of the accounting period change following
the Merger. The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the
net investment portfolio (losses)/gains (both realised and unrealised) and the proportion of the Investment Adviser’s fee and
performance fee charged to capital.
The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial
Reporting Standards (“FRS”). In order to better reflect the activities of a VCT and in accordance with the 2014 Statement of
Recommended Practice (“SORP”) (updated in July 2022) by the Association of Investment Companies (“AIC”), supplementary
information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside
the Income Statement. The revenue column of profit attributable to equity Shareholders is the measure the Directors believe
appropriate in assessing the Company’s compliance with certain requirements set out in Section 274 Income Tax Act 2007.
There is no other comprehensive income and therefore the return for the period is also the total comprehensive income for the
period.
The notes on pages 60 to 78 form part of these Financial Statements.
Financial Statements
Income Statement for the period ended 30 September 2024
Financial Statements
56
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Financial Statements
Notes
30 September 2024
£
31 December 2023
£
Fixed assets
Investments at fair value 8 113,282,273 64,143,695
Current assets
Debtors and prepayments 10 258,085 172,465
Current asset investments 11 30,846,900 31,141,939
Cash at bank and in hand 11 410,392 847,342
31,515,377 32,161,746
Creditors: amounts falling due within one year 12 (480,498) (311,630)
Net current assets 31,034,879 31,850,116
Net assets 144,317,152 95,993,811
Capital and reserves
Called up share capital 13 2,638,531 1,642,852
Capital redemption reserve 62,837 29,621
Share premium reserve 56,481,935 -
Revaluation reserve 21,590,882 23,361,271
Special distributable reserve 34,744,920 44,587,476
Realised capital reserve 26,952,979 24,159,893
Revenue reserve 1,845,068 2,212,698
Equity Shareholders’ funds 144,317,152 95,993,811
Basic and diluted net asset value per ordinary share 14 54.70p 58.43p
The notes on pages 60 to 78 form part of these Financial Statements.
The Financial Statements were approved and authorised for issue by the Board of Directors on 13 January 2025 and were signed
on its behalf by:
Clive Boothman
Chair
Balance Sheet as at 30 September 2024 Company No. 5153931
57
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
Statement of Changes in Equity for the period ended 30 September 2024
Non-distributable reserves Distributable reserves
Called up Capital Share Special Realised Revenue
share redemption premium Revaluation distributable capital reserve
Notes
capital reserve reserve reserve reserve reserve Total
(Note a)
£ £ £ £ £ £ £ £
At 1 January 2024 1,642,852 29,621 - 23,361,271 44,587,476 24,159,893 2,212,698 95,993,811
Comprehensive income for
the period
(Loss)/profit for the period - - - (110,720) - (1,205,658) 446,707 (869,671)
Total comprehensive income
for the period - - - (110,720) - (1,205,658) 446,707 (869,671)
Contributions by and
distributions to owners
Shares issued upon
merger with Mobeus
Income & Growth 2
VCT plc 13, 17 1,028,895 - 56,681,042 - - - - 57,709,937
Stamp duty on shares
issued upon merger
with Mobeus Income &
Growth 2 VCT plc 17 - - (199,107) - - - - (199,107)
Shares bought back
(Note b) 13 (33,216) 33,216 - - (1,803,116) - - (1,803,116)
Dividends paid 6 - - - - (5,700,365) - (814,337) (6,514,702)
Total contributions by and
distributions to owners 995,679 33,216 56,481,935 - (7,503,481) - (814,337) 49,193,012
Other movements
Realised losses
transferred to special
reserve (Note a) - - - - (2,339,075) 2,339,075 - -
Realisation of previously
unrealised gains - - - (1,659,669) - 1,659,669 - -
Total other movements - - - (1,659,669) (2,339,075) 3,998,744 - -
At 30 September 2024 2,638,531 62,837
56,481,935
21,590,882 34,744,920 26,952,979 1,845,068 144,317,152
Note a: The Company’s special reserve is available to fund buybacks of shares as and when it is considered by the Board to be
in the interests of Shareholders, and to absorb any existing and future realised losses and for other corporate purposes. The
transfer of £2,339,075 to the special reserve from the realised capital reserve above is the total of realised losses incurred by the
Company in the period. As at 30 September 2024, the Company has a special reserve of £34,744,920, £5,055,782 of which
arises from shares issued more than three years ago. Reserves originating from share issues are not distributable under VCT
rules if they arise from share issues that are within three years of the end of an accounting period in which shares were issued.
Note b: During the period, the Company purchased 3,321,634 of its own shares at the prevailing market price for a total cost of
£1,803,116 which were subsequently cancelled.
58
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Financial Statements
Statement of Changes in Equity for the year ended 31 December 2023
Non-distributable reserves Distributable reserves
Called up Capital Share Special Realised Revenue
share redemption premium Revaluation distributable capital reserve
capital reserve reserve reserve reserve reserve Total
£ £ £ £ £ £ £ £
At 1 January 2023 1,567,186 54,763 37,467,699 15,194,553 3,338,271 40,442,486 2,250,931 100,315,889
Comprehensive income for
the year
Profit/(loss) for the year - - - 6,033,889 - (897,417) 1,216,122 6,352,594
Total comprehensive income
for the year - - - 6,033,889 - (897,417) 1,216,122 6,352,594
Contributions by and
distributions to owners
Shares issued under Offer for
Subscription 119,798 - 7,845,211 - - - - 7,965,009
Issue costs and facilitation fees
on Offer for Subscription - - (201,626) - (94,789) - - (296,415)
Shares bought back (44,132) 44,132 - - (2,547,257) - - (2,547,257)
Dividends paid - - - - - (14,541,654) (1,254,355) (15,796,009)
Total contributions by and
distributions to owners
75,666 44,132 7,643,585 - (2,642,046) (14,541,654) (1,254,355) (10,674,672)
Other movements
Cancellation of Share Premium
Reserve - (69,274) (45,111,284) - 45,180,558 - - -
Realised losses transferred to
special reserve - - - - (1,289,307) 1,289,307 - -
Realisation of previously
unrealised losses - - - 2,132,829 - (2,132,829) - -
Total other movements - (69,274) (45,111,284) 2,132,829 43,891,251 (843,522) - -
At 31 December 2023 1,642,852 29,621 - 23,361,271 44,587,476 24,159,893 2,212,698 95,993,811
The composition of each of these reserves is explained below:
Called up share capital - The nominal value of shares originally issued, increased for subsequent share issues either via an Offer for
Subscription/Corporate transaction or reduced due to shares bought back by the Company.
Capital redemption reserve - The nominal value of shares bought back and cancelled is held in this reserve, so that the Company’s capital is
maintained.
Share premium reserve - This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted
under recent Offers for Subscription as well as the reserve created upon the issue of shares as part of the acquisition of Mobeus Income &
Growth 2 VCT plc.
Revaluation reserve - Increases and decreases in the valuation of investments held at the period-end are accounted for in this reserve,
except to the extent that the diminution is deemed permanent.
In accordance with stating all investments at fair value through profit and loss (as recorded in note 8), all such movements through both
revaluation and realised capital reserves are shown within the Income Statement for the period.
Special distributable reserve - This reserve is created from cancellations of the balances upon the Share premium reserve, which are
transferred to this reserve from time to time. The cost of share buybacks and any realised losses on the sale or impairment of investments
(excluding transaction costs) are charged to this reserve. 75% of the Investment Adviser fee expense, and the related tax effect, that are
charged to the realised capital reserve are transferred to this reserve. This reserve will also be charged any IFA facilitation payments to
financial advisers, which arose as part of the Offer for Subscription.
Realised capital reserve - The following are accounted for in this reserve:
-
G
ains and losses on realisation of investments;
- Permanent diminution in value of investments;
-
T
ransaction costs incurred in the acquisition and disposal of investments; and
- 75% of the Investment Adviser fee expense and 100% of any performance fee payable, together with the related tax effect to this reserve
in accordance with the policies.
Revenue reserve - Income and expenses that are revenue in nature are accounted for in this reserve together with the related tax effect, as
well as income dividends paid that are classified as revenue in nature.
The notes on pages 60 to 78 form part of these Financial Statements.
59
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
Notes
Period ended
30 September 2024
Year ended
31 December 2023
£ £
Cash flows from operating activities
Profit after tax for the financial period (869,671) 6,352,594
Adjustments for:
Net investment portfolio losses/(gains) 209,089 (6,428,051)
Dividend income (20,439) (91,406)
Interest income (1,570,445) (2,521,018)
Merger expenses 131,410 -
(Increase)/decrease in debtors (1,876) 26,183
Increase in creditors (126,110) 8,193.00
Net cash outflow from operations (2,248,042) (2,653,505)
Cash flows from investing activities
Acquisitions of investments 8 (5,131,985) (5,721,958)
Disposals of investments 8 3,491,195 2,696,392
Dividend received 20,439 91,407
Interest received 1,556,794 2,530,204
Increase/(decrease) in bank deposits with a maturity over three months 316 (2,046)
Net cash outflow from investing activities (63,241) (406,001)
Cash flows from financing activities
Shares issued as part of Offer for subscription - 7,965,009
Issue costs and facilitation fees as part of Offer for subscription - (296,415)
Cash received on acquisition of net assets from Mobeus Income &
Growth 2 VCT plc 10,384,942 -
Stamp duty on shares issued to acquire the net assets from Mobeus
Income & Growth 2 VCT plc (199,108) -
Payments to meet merger of Mobeus Income & Growth 2 VCT plc (288,406) -
Equity dividends paid 6 (6,514,702) (15,796,009)
Share capital bought back 13 (1,803,116) (2,547,257)
Net cash inflow/(outflow) from financing activities 1,579,610 (10,674,672)
Net decrease in cash and cash equivalents (731,673) (13,734,178)
Cash and cash equivalents at start of period 30,980,954 44,715,132
Cash and cash equivalents at end of period 30,249,281 30,980,954
Cash and cash equivalents comprise:
Cash equivalents 11 29,838,889 30,133,612
Cash at bank and in hand 11 410,392 847,342
The notes on pages 60 to 78 form part of these Financial Statements.
Statement of Cash Flows for the period ended 30 September 2024
60
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Financial Statements
1 Company Information
Mobeus Income and Growth VCT plc is a public limited company incorporated in England, registration number 5153931. The
registered office is 5 New Street Square, London, EC4A 3TW.
2 Basis of preparation of the Financial Statements
A summary of the principal accounting policies, all of which have been applied consistently throughout the period, are set out
at the start of the related disclosure throughout the Notes to the Financial Statements. All accounting policies are included
within an outlined box at the top of each relevant note.
These Financial Statements have been prepared in accordance with applicable United Kingdom accounting standards,
including Financial Reporting Standard 102 (“FRS102”), with the Companies Act 2006 and the 2014 Statement of
Recommended practice, ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (“the SORP”)
(updated in July 2022) issued by the Association of Investment Companies (“AIC”).
The Company has a number of financial instruments which are disclosed under FRS102 s11/12 as shown in Note 15.
After performing the necessary enquiries, the Directors have undertaken an assessment of the Company’s ability to meet its
liabilities as they fall due. The Company has significant cash and liquid resources and no external debt or capital
commitments. The Company’s cash flow forecasts, which consider levels of anticipated new and follow-on investment, as
well as investment income and annual running cost projections, are discussed at each quarterly Board meeting and, in
particular, have been considered in light of the current economic environment and the impact of the recent merger. Following
this assessment, the Directors have a reasonable expectation that the Company will have adequate resources to continue to
meet its liabilities for at least 12 months from the date these Financial Statements are approved. The assessment covers the
period from January 2025 to January 2026. The Directors therefore consider the preparation of these Financial Statements
on a going concern basis to be appropriate.
3 Income
Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on
unquoted equity shares are brought into account when the Company’s right to receive payment is established and there
is no reasonable doubt that payment will be received.
Interest income on loan stock is accrued on a daily basis. Provision is made against this income where recovery is
doubtful or where it will not be received in the foreseeable future. Where the loan stocks only require interest or a
redemption premium to be paid on redemption, the interest and redemption premium is recognised as income or capital
as appropriate once redemption is reasonably certain. When a redemption premium is designed to protect the value of
the instrument holder’s investment rather than reflect a commercial rate of revenue return the redemption premium is
recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in
nature on a company by company basis. Accordingly, the redemption premium recognised in the period-ended 30
September 2024 has been classified as capital and has been included within realised gains on investments.
Period ended
30 September 2024
£
Year ended
31 December 2023
£
Income from bank deposits 50,089 42,594
Income from investments
– from equities 20,439 91,406
– from OEIC funds 1,053,227 1,983,432
– from loan stock 467,129 537,586
1,540,795 2,612,424
Total income 1,590,884 2,655,018
Total loan stock interest due but not recognised in the period was £184,564 (Year ended 31 December 2023: £483,863). The
decrease is due to three companies resuming interest payments again, partially offset by the roll up of the interest within the
valuation of two investee companies.
Notes to the Financial Statements for the period ended 30 September 2024
61
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
4 Investment adviser’s fees and other expenses
25% of the Investment Adviser’s fee is charged to the revenue column of the Income Statement, while 75% is charged
against the capital column of the Income Statement. This is in line with the Board’s expected long-term split of returns
from the investment portfolio of the Company.
100% of any performance incentive fee payable for the period/year is charged against the capital column of the Income
Statement, as it is based upon the achievement of capital growth.
a) Investment adviser’s fees
Revenue
Period
ended 30
September
2024
Capital
Period
ended 30
September
2024
Total
Period
ended 30
September
2024
Revenue
Year ended
31 December
2023
Capital
Year ended
31 December
2023
Total
Year ended
31 December
2023
£ £ £ £ £ £
Gresham House Asset
Management Limited
Investment Adviser’s fees 431,061 1,293,182 1,724,243 547,279 1,641,827 2,189,106
Under the terms of a revised Investment Management Agreement dated 18 June 2024 (effective from the date of the
acquisition of Mobeus Income & Growth 2 VCT plc (the “Merger”) on 26 July 2024), Gresham House Asset Management
Limited (Gresham House) provides investment advisory, administrative and company secretarial services to the Company, for
a fee of 2% per annum of closing net assets, paid in advance, calculated on a quarterly basis by reference to the net assets at
the end of the preceding quarter, plus a fixed fee of £185,818 per annum (prior to 26 July 2024: £134,168 per annum) and
subject to annual increases in RPI (RPI increases are currently being waived until otherwise agreed by the Board), the latter
inclusive of VAT.
The Investment Adviser’s fee includes provision for a cap on expenses excluding exceptional items, performance incentive
fees and trail commission set at 3.0% of closing net assets at the period-end. In accordance with the Investment Management
Agreement, any excess expenses are borne by the Investment Adviser. The excess expenses during the period amounted to
£nil (Year ended 31 December 2023: £nil).
In line with common practice, Gresham House retains the right to charge arrangement and syndication fees and directors’ or
monitoring fees to companies in which the Company invests. The Investment Adviser received fees totalling £409,725 during
the period-ended 30 September 2024 (2023: £415,975), being £125,722 (2023: £128,836) for advisory and arrangement fees
and £284,004 (2023: £287,139) for acting as Non-Executive Directors on a number of investee company boards. These fees
attributable to the Company are proportionate to the investment allocation applicable to the Company which applied at the
time of each investment. These figures are not part of these financial statements.
Incentive agreement
Under a Performance Inventive Agreement dated 18 June 2024, a performance incentive fee will be payable by the Company
to Gresham House in respect of each Financial Period commencing on or after 1 October 2024 where the Company has
achieved an average annual NAV total return per Share over a five year period (Average Total Return) in excess of an average
annual hurdle over that five year period (Average Annual Hurdle). If the Average Annual Hurdle is met in respect of a Financial
Year, Gresham House would be entitled to an amount equal to 15% of the amount by which the Average Total Return exceeds
the Average Annual Hurdle on a Per Share Basis, but subject to the Annual PIF Cap.
For these purposes:
‘Financial Period’
means each financial period of the Company (save that, for the purposes of the Company, a financial period
prior to the Financial Period commencing on 1 October 2024 will be assumed to be a 12 month period-ended on
30 September in each year reflecting the change to its accounting reference date).
‘Average Total Return’
means the movement in NAV per Share over a period covering the relevant Financial Period and the
four preceding Financial Periods (Five Year Period), plus cumulative dividends per Share paid during that Five Year Period,
divided by five.
‘Average Annual Hurdle’
means an average annual return across the Five Year Period on the NAV per Share at the beginning
of the Five Year Period of the higher of (i) 6% per annum and (ii) the weighted average of the Bank of England base rate plus
2% at the end of each month during the Five Year Period.
62
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Financial Statements
‘Per Share Basis’
means the average number of Ordinary Shares in issue during the Five Year Period (mean average of the
Financial Year-end positions during the relevant Five Year Period), and, in respect of Financial Periods prior to the Merger
having taken place, taking into account MIG 2 VCT’s share capital on an equivalent basis and the number of Consideration
Shares that would have been in issue based on the Merger Ratio (so as to give an average historic Enlarged VCT position).
‘Annual PIF Cap’
means an amount equal to a cap of 1.25% of the VCT’s net assets as at the end of the relevant Financial
Period. Any performance incentive fee shall be calculated and paid in cash within 30 business days following the date of
publication by the Enlarged Acquirer VCT of its annual report and financial statements for the relevant Financial Period. Any
amount in excess of the PIF Cap will not, for the avoidance of doubt, be carried forward to any subsequent calculation period.
The first Financial Period to which the performance incentive fee will apply will be the financial period starting on 1 October
2024. The performance would be measured from 1 October 2020 to 30 September 2025 and, if a payment is due, would be
paid following the publication of the Company’s annual report and financial statements for the year ending 30 September
2025.
b) Offer for subscription fees
Period ended
30 September
2024
£m
Year ended
31 December
2023
£m
Funds raised by the Company - 7.67
Offer costs payable to Mobeus at 3.00% of funds raised by the Company - 0.23
c) Other expenses
Other expenses are charged wholly to revenue, with the exception of expenses incidental to the acquisition or disposal of
an investment, which are written off to the capital column of the Income Statement or deducted from the disposal
proceeds as appropriate.
Period ended
30 September
2024
£
Year ended
31 December
2023
£
Directors’ remuneration (including NIC of £3,830 (Year ended 31 December 2023: £4,032)) -
(Note a) 96,400 117,753
IFA trail commission 39,531 128,150
Broker’s fees 10,819 14,400
Auditor's fees – Audit of Company (excluding VAT) 55,650 57,750
Registrar's fees 46,722 54,332
Custody fees 6,866 12,853
Printing 49,804 57,782
Legal & professional fees 22,482 25,886
VCT monitoring fees 9,000 9,000
Directors' insurance 8,570 12,633
Listing and regulatory fees 36,977 36,867
Sundry 12,992 13,963
Other expenses 395,813 541,369
Note a): Directors’ remuneration is a related party transaction, see analysis of Directors’ fees payable and their interests in
the shares of the company in the Directors’ Remuneration Report within the Annual Report, which excludes the NIC above.
The key management personnel are the four Non-Executive Directors. The Company has no employees. There were no
amounts outstanding and due to the Directors at 30 September 2024 (2023: £nil).
Notes to the Financial Statements for the period ended 30 September 2024
63
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
5 Taxation on profit on ordinary activities
The tax expense for the period comprises current tax and is recognised in profit or loss. The current income tax charge is
calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.
Any tax relief obtained in respect of adviser fees allocated to capital is reflected in the realised capital reserve and a
corresponding amount is charged against revenue. The tax relief is the amount by which corporation tax payable is
reduced as a result of these capital expenses.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet
date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the
future have occurred at the balance sheet date. Timing differences are differences between the Company’s taxable profits
and its results as stated in the Financial Statements that arise from the inclusion of gains and losses in the tax
assessments in periods different from those in which they are recognised in the Financial Statements.
Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing differences
are expected to reverse based on tax rates and laws that have been enacted or substantively enacted at the balance
sheet date. Deferred tax is measured on a non-discounted basis.
A deferred tax asset would be recognised only to the extent that it is more likely than not that future taxable profits will be
available against which the asset can be utilised.
Tax relief relating to Investment Adviser fees is allocated between revenue and capital where such relief can be utilised.
Period
ended 30
September
2024
Revenue
£
Period
ended 30
September
2024
Capital
£
Period
ended 30
September
2024
Total
£
Year
ended 31
December
2023
Revenue
£
Year
ended 31
December
2023
Capital
£
Year
ended 31
December
2023
Total
£
a) Analysis of tax charge:
UK Corporation tax on profits/(losses) for the period/
year 185,893 (185,893) - 350,248 (350,248) -
Total current tax charge/(credit) 185,893 (185,893) - 350,248 (350,248) -
Corporation tax is based on a rate of 25.00% (2023:
23.50%)
b) Profit/(loss) on ordinary activities before tax 632,600
(1,502,271)
(869,671) 1,566,370
4,786,224
6,352,594
Profit/(loss) on ordinary activities multiplied by main
company rate of corporation tax in the UK of 25.00%
(2023: 23.50%) 158,150 (375,568) (217,418) 368,097 1,124,763 1,492,860
Effect of:
UK dividends (5,110) - (5,110) (21,481) - (21,481)
Net investment portfolio losses/(gains) not taxable - 52,272 52,272 - (1,510,592) (1,510,592)
Unrelieved expenditure 32,853 - 32,853
3,632 - 3,632
Losses not utilised - 137,403 137,403 - 35,581 35,581
Actual current tax charge 185,893 (185,893) - 350,248 (350,248) -
Tax relief relating to Investment Adviser fees is allocated between revenue and capital where such relief can be utilised. No
asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments as the
Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture Capital Trust.
There is no potential liability to deferred tax (2023: £nil). Unrelieved management fees, which are available to be carried forward
and set off against future taxable income, amounted to £3,465,000 (2023: £2,915,000). The deferred tax asset, calculated at a
rate of 25%, of £866,164 (2023: £728,762) is not recognised because the Company may not generate sufficient taxable income
in the foreseeable future to utilise these expenses.
As part of the tax changes from April 2023, the corporation tax rate increased by a third from 19% to 25% for the largest
businesses from 1 April and full expensing is available for three years. The effective rate of corporation tax was therefore 25% in
the period (year ended 31 December 2023: 23.5%).
64
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Financial Statements
Notes to the Financial Statements for the period ended 30 September 2024
6 Dividends paid and payable
Dividends payable are recognised as distributions in the Financial Statements when the Company’s liability to pay them
has been established. This liability is established for interim dividends when they are paid, and for final dividends when
they are approved by the shareholders, usually at the Company’s Annual General Meeting.
A key judgement in applying the above accounting policy is in determining the amount of minimum dividend to be paid in
respect of a year. The Company’s status as a VCT means it has to comply with Section 259 of the ITA, which requires that
no more than 15% of the income from shares and securities in a year can be retained from the revenue available for
distribution for the year.
Amounts recognised as distributions to equity Shareholders in the period:
Dividend Type
For period-
ended
30 September /
year ended
31 December
Pence
per share Date Paid
Period ended
30 September
2024
£
Year ended
31 December
2023
£
Interim Income 2023 0.50p 23 May 2023 - 1,254,805
Interim Capital 2023 4.50p 23 May 2023 - 7,110,559
Interim Capital 2023 4.50p 08 November 2023 - 7,455,343
Interim Income 2024 0.50p 31 May 2024 814,337 -
Interim Capital 2024 3.50p* 31 May 2024 5,700,365 -
Dividends refunded in the year* - (24,698)
6,514,702 15,796,009
* These dividends were paid out of or refunded to the Company’s special distributable reserve.
Set out below are the total income dividends payable in respect of the financial period/year, which is the basis on which the
requirements of Section 259 of the ITA concerning the Company not retaining more than 15% of its income from shares and
securities, is considered.
Recognised income distributions in the financial statements for the period/year
Dividend Type
For period-
ended
30 September /
year ended
31 December
Pence
per share Date paid/payable
Period ended
30 September
2024
£
Year ended
31 December
2023
£
Revenue available for distribution by way of dividends for the period/year 446,707 1,216,122
Interim Income 2023 0.50p 23 May 2023 - 1,254,805
Interim Income 2024 0.50p 31 May 2024 814,337 -
Total income dividends for the period/year 814,337 1,254,805
65
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
7 Basic and diluted earnings per share
Period ended
30 September 2024
£
Year ended
31 December 2023
£
Total (loss)/earnings after taxation: (869,671) 6,352,594
Basic and diluted earnings per share (Note a) (0.46)p 3.84p
Revenue earnings from ordinary activities after taxation 446,707 1,216,122
Basic and diluted revenue earnings per share (Note b) 0.24p 0.73p
Net investment portfolio (losses)/gains (209,089) 6,428,051
Capital Investment Adviser fees less taxation (1,107,289) (1,291,579)
Total capital (loss)/earnings (1,316,378) 5,136,472
Basic and diluted capital earnings per share (Note c) (0.71)p 3.11p
Weighted average number of shares in issue in the period 188,223,916 165,507,623
Notes
a) Basic earnings per share is total earnings after taxation divided by the weighted average number of shares in issue.
b) Basic revenue earnings per share is the revenue return after taxation divided by the weighted average number of shares
in issue.
c) Basic capital earnings per share is the total capital return after taxation divided by the weighted average number of
shares in issue.
d) There are no instruments that will increase the number of shares in issue in future. Accordingly, the above figures
currently represent both basic and diluted earnings per share.
66
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Financial Statements
Notes to the Financial Statements for the period ended 30 September 2024
8 Investments at fair value
The most critical estimates, assumptions and judgements relate to the determination of the carrying value of investments at
“fair value through profit and loss” (“FVTPL”). All investments held by the Company are classified as FVTPL and measured in
accordance with the International Private Equity and Venture Capital Valuation (“IPEV”) guidelines, as updated in December
2022. This classification is followed as the Company’s business is to invest in financial assets with a view to profiting from their
total return in the form of capital growth and income.
Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.
For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock
Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted
investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time
frame determined by the relevant market. Where the terms of a disposal state that consideration may be received at some
future date and, subject to the conditionality and materiality of the amount of deferred consideration, an estimate of the fair
value discounted for the time value of money may be recognised through the Income Statement. In other cases, the proceeds
will only be recognised once the right to receive payment is established and there is no reasonable doubt that payment will
be received.
Unquoted investments are stated at fair value by the Directors at each measurement date in accordance with appropriate
valuation techniques, which are consistent with the IPEV guidelines:
(i) Each investment is considered as a whole on a ‘unit of account’ basis, i.e. that the value of each portfolio company is
considered as a whole, alongside consideration of:-
The price of new or follow-on investments made, if deemed to be made as part of an orderly transaction, are considered
to be at fair value at the date of the transaction. The inputs that derived the investment price are calibrated within
individual valuation models and at subsequent measurement dates, are reconsidered for any changes in light of more
recent events or changes in light of more recent events or changes in the market performance of the investee company.
The valuation bases used are the following:
– a multiple basis. The enterprise value of the investment may be determined by applying a suitable price-earnings
ratio, revenue or gross profit multiple to that company’s historic, current or forecasted earnings before interest, tax,
depreciation and amortisation, or revenue, or gross profit (the ratio used being based on a comparable sector but the
resulting value being adjusted to reflect points of difference identified by the Investment Adviser compared to the
sector including, inter alia, scale and liquidity); or:
– where a company’s underperformance against plan indicates a diminution in the value of the investment, provision
against cost is made, as appropriate.
(ii) Premiums, to the extent that they are considered capital in nature, and that they will be received upon repayment of loan
stock investments are accrued at fair value when the Company receives the right to the premium and when considered
recoverable.
(iii) Where a multiple or the price of recent investment less impairment basis is not appropriate and overriding factors apply, a
discounted cash flow, net asset valuation, realisation proceeds or a weighted average of these bases may be applied.
The methodology applied takes account of the nature, facts and circumstances of the individual investment and uses
reasonable data, market input, assumptions and estimates in order to ascertain fair value. Methodologies are applied
consistently each year except where a change results in a better estimate of fair value.
Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation
reserves and movements in the period are shown in the Income Statement.
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the
Income Statement.
The key judgements for the Directors are in relation to identifying the most appropriate valuation methodologies for
estimating the fair value of unquoted investments. The most relevant methodologies applied are explained above. A further
key judgement made related to investments that are permanently impaired. Where the value of an investment has fallen
permanently below the price of recent investment, the loss is treated as a permanent impairment and a realised loss, even
though the investment is still held. The key estimates involved in determining the fair value of a company can include:
– identifying a relevant basket of market comparables;
– deducing the discount to apply to those market comparables;
– determining maintainable earnings or revenues; or
– identifying surplus cash.
The methods of fair value measurement are classified into hierarchy based on the reliability of the information used to
determine the valuation.
– Level 1 – Fair value is measured based on quoted prices in an active market.
– Level 2 – Fair value is measured based on directly observable current market prices or indirectly being derived from
market prices.
– Level 3 – Fair value is measured using valuation techniques using inputs that are not based on observable market data.
67
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
Movements in investments during the period are summarised as follows:
Traded
on AIM
£
Level 1
Unquoted
ordinary
shares
£
Level 3
Unquoted
preference
shares
£
Level 3
Unquoted
loan stock
£
Level 3
Total
£
Cost at 31 December 2023 58,008 33,636,983 2,518,854 9,591,715 45,805,560
Net unrealised gains/(losses) at 31 December 2023 2,163,547 22,490,798 520,009 (1,813,083) 23,361,271
Permanent impairment in cost of investments as at
31 December 2023 (Note c) - (4,054,034) (1,779) (967,323) (5,023,136)
Valuation at 31 December 2023 2,221,555 52,073,747 3,037,084 6,811,309 64,143,695
Purchases at cost - 3,110,186 - 2,021,799 5,131,985
Investments acquired as part of acquisition of assets
and liabilities of Mobeus Income & Growth 2 VCT plc
at fair value (see Note) 1,323,565 37,804,094 2,592,887 5,986,331 47,706,877
Sale proceeds (Note a) - (3,491,195) - - (3,491,195)
Reclassification at value (Note b) - - 150,200 (150,200) -
Net realised losses on investments (Note a) - (98,369) - - (98,369)
Net unrealised (losses)/gains on investments (Note c) (64,660) (2,279,553) 301,071 1,932,422 (110,720)
Valuation at 30 September 2024 3,480,460 87,118,910 6,081,242 16,601,661 113,282,273
Cost at 30 September 2024 1,381,573 71,670,423 5,261,639 17,449,645 95,763,280
Net unrealised gains at 30 September 2024 2,098,887 18,551,564 821,092 119,339 21,590,882
Permanent impairment in cost of investments as at
30 September 2024 (Note d) - (3,103,077) (1,489) (967,323) (4,071,889)
Valuation at 30 September 2024 3,480,460 87,118,910 6,081,242 16,601,661 113,282,273
Note: The original cost of these assets in the books of Mobeus Income & Growth 2 VCT plc was £33,009,005 being £14,697,872
less than the transfer at fair value shown above.
Net realised losses on investments of £(98,369) together with net unrealised losses on investments of £(110,720) equal net
investment portfolio losses of £(209,089) as shown on the Income Statement.
See notes on next page.
68
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the period ended 30 September 2024
Financial Statements
Note a) Disposals of investment portfolio companies during the period were:
Company Type Investment
cost
£
Disposal
proceeds
£
Valuation at
31 December
2023
£
Realised
loss
in year
£
Master Removers Group 2019 Limited (trading as
Anthony Ward Thomas, Bishopsgate and Aussie Man &
Van) Partial disposal 373,360 3,490,592 3,490,592 -
Bleach London Holdings Limited Full disposal 1,244,336 603 40,193 (39,590)
Muller EV Limited (trading as Andersen EV) Liquidation 809,397 - - -
Jablite Holdings Limited (in members’ voluntary
liquidation)
Liquidation 454,049 - - -
Northern Bloc Ice Cream Limited Permanent
impairment
- - - (58,779)
2,881,142 3,491,195 3,530,785 (98,369)
Note b) The amount of £150,200 transferred to unquoted preference shares represents the conversion of an unquoted
company’s loan stock.
Note c) Within the net unrealised losses of £(110,720) for the period, the significant increases in value compared to last year were
as follows: £1,168,887 in Veritek Global Holdings Limited, £841,639 in Data Discovery Solutions Limited (trading as Active
Navigation), £727,139 in MPB Group Limited, £592,619 in Caledonian Leisure Limited, and £562,039 in Connect Childcare Limited.
These gains were more than offset by unrealised losses in valuation compared to last year, including £(2,647,619) in My Tutorweb
Limited (trading as MyTutor), £(1,020,195) in Bella & Duke Limited, and £(579,056) in IPV Limited.
Note d) During the period, permanent impairments of the cost of investments have decreased from £5,023,136 to £4,071,889. The
net decrease of £951,247 is due to the removal of £1,245,142 as a result of the liquidation of two companies during the period
partially offset by the impairment of one company during the period totalling £293,895.
69
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
9 Significant interests
At 30 September 2024 the Company held significant investments, amounting to 3% or more of the equity capital of an
undertaking, in the following companies:
Equity
investment
(Ordinary
Shares)
Investment in
loan stock and
preference
shares
Total
investment
(at cost)
Percentage
of investee
company’s
total equity
% of equity
held by
all funds
managed
and advised
by Gresham
House
1
£ £ £
Preservica Limited 11,103,255 4,323,124 15,426,379 26.7% 57.8%
MPB Group Limited 7,223,982 - 7,223,982 6.4% 13.7%
Data Discovery Solutions Limited (trading as Active
Navigation)
5,080,299 2,134,119 7,214,418 20.7% 44.0%
Bella & Duke Limited 5,472,994 - 5,472,994 10.2% 21.2%
My Tutorweb Limited (trading as MyTutor) 5,033,158 - 5,033,158 10.8% 24.1%
VivaCity Labs Limited 4,062,726 - 4,062,726 15.7% 32.5%
Arkk Consulting Limited (trading as Arkk Solutions) 1,634,474 2,136,865 3,771,339 14.2% 30.1%
End Ordinary Group Limited (trading as Buster & Punch) 3,388,079 - 3,388,079 16.2% 34.6%
Manufacturing Services Investment Limited (trading as
Wetsuit Outlet)
1,372,362 1,851,058 3,223,420 12.3% 27.5%
RotaGeek Limited 2,125,958 833,055 2,959,013 8.8% 18.9%
Legatics Holdings Limited 2,270,842 - 2,270,842 13.6% 28.5%
CGI Creative Graphics International Limited 594,236 1,668,751 2,262,987 12.2% 26.9%
Connect Childcare Limited 888,712 998,413 1,887,125 5.3% 10.6%
Caledonian Leisure Limited 1,334,102 489,862 1,823,964 14.4% 30.0%
Orri Limited 525,700 1,201,470 1,727,170 9.8% 38.3%
Veritek Global Holdings Limited 54,950 1,554,820 1,609,770 21.8% 50.0%
OnSecurity Technology Limited 776,175 780,125 1,556,300 4.8% 20.0%
Spanish Restaurant Group Limited (trading as Tapas
Revolution)(in administration)
484,229 968,800 1,453,029 13.3% 29.0%
Rapunzel Newco Limited (trading as Virgin Wines plc) 1,381,573 - 1,381,573 16.0% 41.6%
IPV Limited 1,291,976 - 1,291,976 12.6% 26.5%
Proximity Insight Holdings Limited 1,284,500 - 1,284,500 5.3% 20.4%
SciLeads Limited 1,209,357 - 1,209,357 4.1% 16.5%
Pet's Kitchen Limited (trading as Vets' Klinic) 586,091 567,720 1,153,811 9.5% 20.0%
CitySwift Limited (trading as Huddl Mobility Limited) 1,131,316 - 1,131,316 4.2% 17.4%
Cognassist UK Limited 2,960 1,071,918 1,074,878 5.7% 22.2%
Branchspace Limited 914,456 - 914,456 6.3% 25.5%
Dayrize B.V. 694,600 164,675 859,275 8.3% 31.3%
Parsley Box Limited 821,665 - 821,665 3.8% 8.1%
Mable Therapy Limited 811,894 - 811,894 9.1% 34.3%
Azarc.io 695,923 - 695,923 5.5% 23.1%
BookingTek Limited 688,236 - 688,236 6.8% 14.9%
Northern Bloc Ice Cream Limited 587,790 - 587,790 7.7% 12.9%
Connect Earth Limited 460,046 - 460,046 3.8% 14.6%
Kudos Innovations Limited 420,600 - 420,600 5.1% 10.9%
Master Removers Group 2019 Limited (trading as
Anthony Ward Thomas, Bishopsgate and Aussie Man
& Van)
299,091 - 299,091 13.4% 29.7%
SEC Group Holdings Ltd (formerly RDL Corporation
Limited)
272,601 - 272,601 11.5% 22.5%
1
The percentage of equity held for these companies is the fully diluted figure, in the event that, for example, management of the investee company
exercises share options, where available.
It is considered that, under FRS102 s9.9, “Consolidated and Separate Financial Statements”, the above investments are held as
part of an investment portfolio and that accordingly, their value to the Company lies in their marketable value as part of that
portfolio and as such are not required to be consolidated. Also, the above investments are considered to be held as part of an
investment portfolio and are accounted for in accordance with FRS102 14.4B.
70
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the period ended 30 September 2024
Financial Statements
10 Debtors
Period ended
30 September 2024
£
Year ended
31 December 2023
£
Amounts due within one year:
Accrued income 227,115 150,522
Prepayments 30,970 21,943
258,085 172,465
11 Current asset investments and Cash at bank
Cash equivalents, for the purposes of the Statement of Cash Flows, comprise bank deposits repayable on up to three months’
notice and funds held in OEIC money-market funds. Current asset investments are the same but also include bank deposits
that mature after three months. The OEIC money-market funds are measured at amortised costs. Please see the Credit risk
section of Note 15 on page 72 for a breakdown of Cash and Cash equivalents, along with the credit ratings of the liquidity
investments. Current asset investments are disposable without curtailing or disrupting the business and are readily
convertible into known amounts of cash at their carrying values at immediate or up to one year’s notice. Cash, for the
purposes of the Statement of Cash Flows is cash held with banks in accounts subject to immediate access. Cash at bank in
the Balance Sheet is the same.
Period ended
30 September 2024
£
Year ended
31 December 2023
£
OEIC Money-market funds 29,838,889 30,133,612
Cash equivalents per Statement of Cash Flows 29,838,889 30,133,612
Bank deposits that mature after three months but are not immediately repayable 1,008,011 1,008,327
Current asset investments 30,846,900 31,141,939
Cash at bank 410,392 847,342
12 Creditors: amounts falling due within one year
Period ended
30 September 2024
£
Year ended
31 December 2023
£
Trade creditors 27,557 406
Accruals 451,807 311,224
480,498 311,630
13 Called up Share capital
Period ended
30 September 2024
£
Year ended
31 December 2023
£
Allotted, called-up and fully paid:
Ordinary Shares of 1p each: 263,853,060 (2023: 164,285,230) 2,638,531 1,642,852
Note: The Company issued 102,889,464 Ordinary shares to former shareholders in Mobeus Income & Growth 2 VCT plc, as more
fully explained in Note 17.
During the period the Company purchased 3,321,634 (2023: 4,413,159) of its own shares for cash (representing 2.0% (2023: 2.8%)
of the shares in issue at the start of the year) at the prevailing market price for a total cost of £1,803,116 (2023: £2,547,257). These
shares were subsequently cancelled by the Company.
71
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
14 Basic and diluted net asset value per share
Net asset value per ordinary share is based on net assets at the end of the period/year and on 263,853,060 (2023: 164,285,230)
ordinary shares, being the number of ordinary shares in issue on that date.
There are no instruments that will increase the number of shares in issue in future. Accordingly, the figures currently represent
both basic and diluted net asset value per share.
15 Financial Instruments
The Company’s financial instruments predominantly comprise investments held at fair value through profit and loss, namely
equity and preference shares and fixed and floating rate interest securities that are held in accordance with the Company’s
investment objective.
Other financial instruments are held at amortised cost comprising loans and receivables being Cash at bank, Current asset
investments and short-term debtors and financial liabilities being creditors, all arising directly from the Company’s operations.
The principal purpose of these financial instruments is to generate revenue and capital appreciation for the Company’s
operations, although cash and current asset investments are not held with a view to capital appreciation. The Company has
no gearing or other financial liabilities apart from short-term creditors. It is, and has been throughout the period under review,
the Company’s policy that no trading in derivative financial instruments shall be undertaken.
The accounting policy for determining the fair value of investments is set out in Note 8 to the Financial Statements. The
composition of investments held is shown below and in Note 8.
Loans and receivables and other financial liabilities are stated at amortised cost which the Directors consider is equivalent to
fair value.
Classification of financial instruments
Period ended
30 September
2024
(Fair value)
Year ended
31 December
2023
(Fair value)
£ £
Financial assets
Assets at fair value through profit and loss:
Investment portfolio 113,282,273 64,143,695
Loans and receivables
Accrued income 227,115 150,522
Current asset investments 30,846,900 31,141,939
Cash at bank 410,392 847,342
Financial liabilities
Liabilities at amortised cost or equivalent
Other creditors (480,498) (311,630)
Total for financial instruments 144,286,182 95,971,868
Non financial instruments 30,970 21,943
Net assets 144,317,152 95,993,811
There are no differences between book value and fair value as disclosed above.
The investment portfolio consists primarily of unquoted investments 96.9% (2023: 96.5%) and AIM quoted stocks 3.1% (2023:
3.5%). The investment portfolio has a 100% (2023: 100%) concentration of risk towards small UK based, £ denominated
companies and represents 78.5% (2023: 66.8%) of net assets at the period-end.
Current asset investments are money market funds and bank deposits which, along with Cash at bank, are discussed under
credit risk below and represent 21.7% (2023: 33.3%) of net assets at the period-end.
The main risks arising from the Company’s financial instruments are the investment risk and the liquidity risk of the unquoted
portfolio. Other important risks are credit risk, fluctuations in market prices (market price risk), and cash flow interest rate risk,
although currency risk is also discussed overleaf. The Board regularly reviews and agrees policies for managing each of these
risks and they are summarised on the following pages. These have been in place throughout the current and preceding years.
72
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the period ended 30 September 2024
Financial Statements
Investment risk
The Company’s investment portfolio is made up of predominantly UK companies which are not quoted on any recognised stock
exchange, although 3.1% of the portfolio value at the period-end is held in AIM quoted assets. The companies held in the
portfolio are usually smaller than those which are quoted on a stock exchange. They are therefore usually regarded as carrying
more risk compared to larger companies, as they are more sensitive to changes in key financial indicators, such as a reduction in
turnover or an increase in costs. The Board is of the view that the Investment Adviser mitigates this risk as the investment in an
investee company is held as part of a portfolio of such companies so that the performance of one company does not significantly
affect the value of the portfolio as a whole. The Investment Adviser also usually only recommends companies for investment that
have a proven business model, a sound financial record and a strong management team. The Investment Adviser also usually
takes a seat on the Board of each investee company such that it is able to monitor its progress on a regular basis and contribute
to the strategic direction of the company.
There is a degree of concentration within the portfolio of assets such that over 50% of the portfolio value is represented by five
assets. The Investment Adviser continually monitors these investments which are under the responsibility of Gresham House’s
most experienced portfolio directors. Also, the valuation of these assets have been periodically validated by external valuation
firms which have provided the Board comfort that its valuation methodology is appropriate.
Liquidity risk
The investments in equity and fixed interest stocks of unquoted companies that the Company holds are not traded and therefore
they are not readily realisable. The ability of the Company to realise the investments at their carrying value may at times not be
possible if there are no willing purchasers and, as the Company owns minority stakes, could require a number of months and the
co-operation of other shareholders to achieve at a reasonable valuation. The Company’s ability to sell investments may also be
constrained by the requirements set down for VCTs. The maturity profile of the Company’s loan stock investments disclosed
within the consideration of credit risk below indicates that these assets are also not readily realisable until dates up to five years
from the period/year-end.
To counter these risks to the Company’s liquidity, the Investment Adviser maintains sufficient cash and money market funds to
meet running costs and other commitments. The Company invests its surplus funds in high quality money market funds and bank
deposits, together totalling £31,257,292 (2023: £31,989,281) which are all accessible at varying points over the next 3 months.
The Board also receives regular cash flow projections in order to manage this liquidity risk.
The table below shows a maturity analysis of financial liabilities:
Period ended 30 September 2024
<3 months 3-6 months 6-12 months over 12 months Total
Financial liabilities £ £ £ £ £
Other creditors 435,043 45,455 - - 480,498
Year ended 31 December 2023
<3 months 3-6 months 6-12 months over 12 months Total
Financial liabilities £ £ £ £ £
Other creditors 183,480 128,150 - - 311,630
The Company does not have any derivative financial liabilities.
Credit risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the
Company.
The Company’s maximum exposure to credit risk is:
Period ended
30 September 2024
£
Year ended
31 December 2023
£
Current asset investments 30,846,900 31,141,939
Loan stock investments 16,601,661 6,811,309
Cash at bank 410,392 847,342
Accrued income 227,115 150,522
48,086,068 38,951,112
The Company has an exposure to credit risk in respect of the loan stock investments it has made into investee companies, most
of which have no security attached to them, and in a minority of cases, such security ranks beneath any bank debt that an
73
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
investee company may owe. The loan stock is typically held in companies with turnover under £50 million, which may be
considered less stable than larger, longer established businesses. The Investment Adviser undertakes extensive financial and
commercial due diligence before recommending an investment to the Board. The Investment Adviser usually takes a seat on the
Board of each investee company and the Board of the VCT receives regular updates on each company at each quarter end.
Accrued income shown on the previous page of £227,115 was all due within six months of the period-end.
The following table shows the maturity of the loan stock investments referred to above. In some cases, the loan maturities are not
the contractual ones, but are the best estimates using management’s expectations of when it is likely that such loans may be repaid.
Repayable within
Period ended
30 September 2024
£
Year ended
31 December 2023
£
0 to 1 year 4,494,787 751,424
1 to 2 years 2,578,980 2,243,390
2 to 3 years 3,039,621 785,495
3 to 4 years 1,204,438 1,839,220
4 to 5 years 5,283,835 1,191,780
Total 16,601,661 6,811,309
Included within loan stock investments above are loans to three investee companies at a carrying value of £6,614,762 which are
past their repayment date but have been renegotiated. Loans to one other company with a value of £1,121,943 are now past their
repayment date but have not yet been renegotiated. The loan stock investments are made as part of the qualifying investments
within the investment portfolio, and the risk management processes applied to the loan stock investments are set out under
market price risk below.
An aged analysis of the value of loan stock investments included above, which are past due but not individually impaired, is set
out below. The loans set out below are not individually impaired at the year end, as it is reasonable to assume that the company
will recover their value in full, given that the loans are high in the distribution ranking in the event of a sale or liquidation. For this
purpose, these loans are considered to be past due when any payment due under the loan’s contractual terms (such as payment
of interest or redemption date) is received late or missed. We are required to report in this format and include the full value of the
loan even though, in some cases, it is only in respect of interest that they are in default.
Past due loan stock assets:
0-6 months 6-12 months over 12 months
Period ended
30 September 2024
Total
£ £ £ £
Loans to investee companies past due - - 2,326,381 2,326,381
0-6 months 6-12 months over 12 months
Year ended
31 December 2023
Total
£ £ £ £
Loans to investee companies past due - - 1,575,167 1,575,167
Credit risk also arises from cash and cash equivalents, deposits with banks and amounts held in liquidity funds. There is a risk of
liquidity fund defaults such that there could be defaults within their underlying portfolios that could affect the values at which the
Company could sell its holdings. However, as the six OEIC money market funds holding £29,838,894 are all AAA rated funds and
the bank deposits of £1,418,398 are at a financial institution with a credit rating of A1, A2 or A3, credit risk is considered to be
relatively low in current circumstances. The Board manages credit risk in respect of these money market funds and cash by
ensuring a spread of such investments such that none should exceed 15% of the Company’s total investment assets. The
Company’s current account totalling £410,391 is held with NatWest Bank plc (credit rating A1), so the risk of default is considered
to be low.
There could also be a failure by counter-parties to deliver securities which the Company has paid for, or pay for securities which
the Company has delivered. This risk is considered to be small as most of the Company’s investment transactions are in
unquoted investments, where investments are conducted through solicitors, to ensure that payment matches delivery. In respect
of any quoted investment transactions that are undertaken, the Company uses brokers with a high credit quality and these trades
usually have a short settlement period. Accordingly, counterparty risk is considered to be relatively low.
74
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the period ended 30 September 2024
Financial Statements
Market price risk
Market price risk arises from uncertainty about the future valuations of the unquoted portfolio held in accordance with the
Company’s investment objectives. These future valuations are determined by many factors but include the operational and
financial performance of the underlying investee companies (investment risk), as well as market perceptions of the future
performance of the UK economy and its impact upon the economic environment in which these companies operate. This risk
represents the potential loss that the Company might suffer through holding its investment portfolio in the face of market
movements, which was a maximum of £113,282,273, the fair value of the investment portfolio.
The investments in equity and fixed interest stocks of unquoted companies that the Company holds are not traded and as such
the prices are more uncertain than those of more widely traded securities. As, in a number of cases, the unquoted investments
are valued by reference to multiples, such as price earnings ratios or revenue multiples, prevailing in quoted comparable sectors
(discounted for points of difference from quoted comparators), their valuations are exposed to changes in the multiples that exist
in the quoted markets.
The Board’s strategy in managing the market price risk inherent in the Company’s portfolio of equities and loan stock
investments is determined by the requirement to meet the Company’s objective, as set out in the Strategic Report. As part of the
investment management process, the Board seeks to maintain an appropriate spread of market risk and also has full and timely
access to relevant information from the Investment Adviser. No single investment is permitted to exceed 15% of total investment
assets at the point of investment. The Board meets regularly and reviews the investment performance, financial results and
prevailing market conditions as well as compliance with the Company’s objectives. The Company does not use derivative
instruments to hedge against market risk.
Market price risk sensitivity
The Board believes that the Company’s assets are mainly exposed to market price risk, as the Company is required to hold most
of its assets in the form of sterling denominated investments in small companies.
Although some assets are quoted on AIM, most portfolio assets are unquoted. All of the investments made by the Investment
Adviser in unquoted companies, irrespective of the instruments the Company actually holds, (whether shares, preference shares
or loan stock) carry a full market risk, even though some of the loan stocks may be secured on assets, but behind any prior
ranking bank debt in the investee company.
The Board considers that the value of investments in equity and loan stock instruments are ultimately sensitive to changes in
their trading performance (discussed under investment risk above) and to changes in quoted share prices, insofar as such
changes eventually affect the enterprise value of unquoted companies. The table below shows the impact on profit and net
assets if there were to be a 20% (2023: 20%) movement in overall share prices, and has used a 20% change in the bid price or
quoted market comparator multiple as a proxy for this.
The sensitivity analysis below assumes the actual portfolio of investments held by the Company is perfectly correlated to this
overall movement in share prices. However, Shareholders should note that this level of correlation is unlikely to be the case in
reality, particularly in the case of small, unquoted companies which may have other factors which may influence the extent of the
valuation change, e.g. a strong niche brand may limit the valuation fall compared to comparators, or may be more affected by
external market factors than larger companies. The exit environment for portfolio companies is, in the Board's view likely to be
subdued in future, however the Board and Investment Adviser remain open to any potential offers for portfolio companies should
the circumstances be beneficial for shareholders.
For each of the companies in the investment portfolio that are valued on a multiple basis, the calculation below has applied plus
and minus 20% to the multiple (such as earnings or revenue) derived from quoted market comparators that are used to value the
companies. The companies valued on a bid price or multiple basis represent £107.36 million (2023: £56.12 million) of the total
investment portfolio of £113.28 million (2023: £64.14 million). The remainder of the portfolio is valued at either price of recent
investment, net asset value, or cost less impairment, as shown below.
The impact of a change of 20% (2023: 20%) has been selected as this is considered reasonable given the level of volatility
observed both on a historical basis and market expectations for future movement.
Valuation Technique Base Case*
Change in
input
Change in fair value
of investments
(£’000)
Change in NAV
(pence per share)
Revenue Multiple 3.11 +20% 13,155 4.99p
-20% (14,064) (5.33p)
EBITDA Multiple 5.62 +20% 1,235 0.47p
-20% (1,235) (0.47p)
Bid price +20% 696 0.26p
-20% (696) (0.26p)
Recent Investment Price - -
* As detailed in the accounting policies, the base case is based on market comparables, discounted where appropriate for marketability, in
accordance with the IPEV guidelines.
75
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
Cash flow interest rate risk
The Company’s fixed and floating rate interest securities, its equity and preference equity investments and net revenue may be
affected by interest rate movements. Investments are often in relatively small businesses, which are relatively high risk
investments sensitive to interest rate fluctuations.
Due to the short time to maturity of some of the Company’s floating rate investments, it may not be possible to re-invest in assets
which provide the same rates as those currently held. The Company’s assets include fixed and floating rate interest instruments,
as shown below. The rate of interest earned is regularly reviewed by the Board, as part of the risk management processes
applied to these instruments, already disclosed under market price risk above.
The interest rate profile of the Company’s financial net assets at 30 September 2024 was:
Financial
net assets
on which no
interest paid
Fixed rate
financial
assets
Variable rate
financial
assets
Total Weighted
average
interest rate
(see Note)
Average
period to
maturity
£ £ £ £ % (years)
Equity shares 90,599,370 - - 90,599,370
Preference shares - 6,081,242 - 6,081,242 6.7 2.0
Loan stocks - 13,091,468 3,510,193 16,601,661 7.3 2.2
Current asset investments - - 30,846,900 30,846,900 4.7
Cash - - 410,392 410,392 2.1
Debtors 227,115 - - 227,115
Creditors (480,498) - - (480,498)
Total for financial instruments 90,345,987 19,172,710 34,767,485 144,286,182
Non-financial instruments 30,970 - - 30,970
Net assets 90,376,957 19,172,710 34,767,485 144,317,152
The interest rate profile of the Company’s financial net assets at 31 December 2023 was:
Financial net
assets on
which no
interest paid
Fixed rate
financial
assets
Variable
rate
financial
assets
Total Weighted
average
interest rate
(see Note)
Average
period to
maturity
£ £ £ £ % (years)
Equity shares 54,295,302 - - 54,295,302
Preference shares - 3,037,084 - 3,037,084 7.8 2.4
Loan stocks - 6,811,309 - 6,811,309 5.1 2.7
Current asset investments - - 31,141,939 31,141,939 5.2
Cash - - 847,342 847,342 1.7
Debtors 150,522 - - 150,522
Creditors (311,630) - - (311,630)
Total for financial instruments 54,134,194 9,848,393 31,989,281 95,971,868
Non-financial instruments 21,943 - - 21,943
Net assets 54,156,137 9,848,393 31,989,281 95,993,811
Note: Weighted average interest rates above are derived by calculating the expected annual income that would be earned on
each asset (but only for those sums that are currently regarded as collectible and would therefore be recognised), divided by the
values for each asset class at the balance sheet date. Floating rate cash earns interest based on SONIA rates.
The Company’s investments in equity shares have been excluded from the interest rate risk profile as they do not yield interest
and have no maturity date and their inclusion would distort the weighted average period information above.
76
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the period ended 30 September 2024
Financial Statements
Cash flow interest rate sensitivity
Although the Company holds investments in loan stocks that pay interest, the Board does not consider it appropriate to assess
the impact of interest rate changes in isolation upon the value of the unquoted investment portfolio, as interest rate changes are
only one factor affecting the market price movements that are discussed above under market price risk. However, as the
Company has a substantial proportion of its assets in money market funds, the table below shows the sensitivity of income
earned to changes in interest rates:
Period ended
30 September 2024
Profit and
net assets
£
Year ended
31 December 2023
Profit and
net assets
£
If interest rates rose / fell by 5% (2023: 5%), with all other variables held constant –
increase / (decrease)
1,303,781 / (1,303,781) 1,199,598 / (1,199,598)
Increase / (decrease) in earnings, and net asset value, per Ordinary share (in pence) 0.49p / (0.49)p 0.73p / (0.73)p
Currency risk
All assets and liabilities are denominated in sterling and therefore there is no currency risk.
Fair value hierarchy
The tables below set out fair value measurements using FRS102 s11.27 fair value hierarchy.
Financial assets at fair value through profit and loss Level 1 Level 2 Level 3 Total
At 30 September 2024 £ £ £ £
Equity investments 3,480,460 - 87,118,910 90,599,370
Preference shares - - 6,081,242 6,081,242
Loan stock - - 16,601,661 16,601,661
Total 3,480,460 - 109,801,813 113,282,273
Financial assets at fair value through profit and loss Level 1 Level 2 Level 3 Total
At 31 December 2023 £ £ £ £
Equity investments 2,221,555 - 52,073,747 54,295,302
Preference shares - - 3,037,084 3,037,084
Loan stock - - 6,811,309 6,811,309
Total 2,221,555 - 61,922,140 64,143,695
There are currently no financial liabilities at fair value through profit and loss.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value
measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets.
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the Company are explained in the accounting policies in Note 8 to these Financial Statements.
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Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
A reconciliation of this and fair value measurements in Level 3 is set out below:
Equity
investments
Preference
shares Loan stock Total
Level 3 valuation movements £ £ £ £
Opening balance at 1 January 2024 52,073,747 3,037,084 6,811,309 61,922,140
Purchases 3,110,186 - 2,021,799 5,131,985
Investments acquired as part of acquisition of assets and
liabilities of MIG 2 VCT plc at fair value 37,804,094 2,592,887 5,986,331 46,383,312
Sales (3,491,195) - - (3,491,195)
Reclassification at value 150,200 - (150,200) -
Total (losses)/gains included in the Income Statement: -
- on assets sold (98,369) - - (98,369)
- on assets held at the period-end (2,279,553) 301,071 1,932,422 (46,060)
Closing balance at 30 September 2024 87,269,110 5,931,042 16,601,661 109,801,813
As detailed in the accounting policy for Note 8, where investments are valued on an earnings-multiple basis, the main inputs
used for this basis of valuation are earnings and a price-earnings ratio taken from a comparable sector on the quoted market,
which is then appropriately adjusted for points of difference. Thus, any change in share prices can have a significant effect on the
fair value measurements of the Level 3 investments, as they may not be wholly offset by the adjustment for points of difference.
Level 3 unquoted equity and loan stock investments are valued in accordance with the IPEV guidelines as follows:
30 September 2024
£
31 December 2023
£
Valuation methodology
Multiple of revenues 78,273,599 35,807,032
Multiple of gross margin 15,312,532 8,766,382
Multiple of earnings 10,293,477 9,325,182
Net asset value 3,192,002 2,094,063
Cost less impairment 2,015,628 1,024,474
Estimated Realisation proceeds 676,154 -
Average share price 38,421 23,351
Recent investment price (subsequently calculated as appropriate) - 4,881,656
109,801,813 61,922,140
The unquoted equity and loan stock investments had the following movements between valuation methodologies between
31 December 2023 and 30 September 2024:
Change in valuation methodology
(2023 to 2024)
Carrying value as at
30 September 2024
£ Explanatory note
Recent investment price to multiple basis 5,934,532 Sufficient time has elapsed since investment to
move to a more appropriate basis for determining
value.
Cost less impairment to multiple basis 2,766,913 More appropriate basis for determining fair value.
Recent investment price to cost less impairment
basis
1,629,532 Cost less impairment is a more appropriate basis for
determining fair value.
Multiple basis to cost less impairment basis 386,096 Cost less impairment is a more appropriate basis for
determining fair value.
The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial
health of the investment and the December 2023 IPEV guidelines. The Directors believe that, within these parameters, these are
the most appropriate methods of valuation which would be reasonable as at 30 September 2024.
78
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the period ended 30 September 2024
Financial Statements
16 Management of capital
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that
it can continue to provide returns for shareholders. It aims to provide an adequate return to shareholders by allocating its capital
to assets commensurate with the level of risk.
The Company is required to maintain 80% of its capital invested in the relatively high-risk asset class of small UK companies
within three years of that capital being subscribed, as measured by VCT tax legislation. The Company accordingly has limited
scope to manage its capital structure in the light of changes in economic conditions and the risk characteristics of the underlying
assets. Subject to this overall constraint upon changing the capital structure, the Company may adjust the amount of dividends
paid to Shareholders, return capital to Shareholders, issue new shares, or sell assets if so required to maintain a level of liquidity
to remain a going concern.
Although, as the Investment Policy implies, the Board would consider levels of gearing, there are no current plans to do so. It
regards the net assets of the Company as the Company’s capital, as the level of liabilities are small and the management of them
is not directly related to managing the return to Shareholders. There has been no change in this approach from the previous year.
17 Acquisition of assets and liabilities of Mobeus Income & Growth 2 VCT plc
On 26 July 2024, the assets and liabilities of Mobeus Income & Growth 2 VCT plc were transferred to the Company in exchange
for the issue of a further 102,889,464 Ordinary Shares in the Company, at a total value of £57,709,937. Subsequently and on the
same day, Mobeus Income & Growth 2 VCT plc was placed into members’ voluntary liquidation pursuant to a scheme of
reconstruction under section 110 of the Insolvency Act 1986.
The net asset values per share of each fund used for the purposes of conversion at the calculation date of 25 July 2024, and the
resultant conversion ratios into Ordinary Shares were:
NAV per share
(pence)
Conversion ratio
applied to Mobeus
Income & Growth
2 VCT plc Ordinary
Shares to obtain
new number of
Mobeus Income
& Growth VCT plc
Ordinary Shares
Mobeus Income & Growth VCT plc 56.08925784
Mobeus Income & Growth 2 VCT plc 59.72771366 1.06486903
Share certificates reflecting the new shareholdings totalling 102,889,464 Ordinary Shares in Mobeus Income & Growth VCT plc
were sent to shareholders on 9 August 2024.
Based upon estimated total Merger costs of £504,894 to merge the Company with Mobeus Income & Growth 2 VCT plc, the
Company’s share of these costs is £330,518. This includes £199,107 of stamp duty, charged to the share premium account, as
shown in The Statement of Changes in Equity. £131,410 is disclosed as Merger costs in the Income Statement and a balance of
£20,018 relates to Merger expenses not yet invoiced.
18 Related parties
During the period, Gresham House Asset Management Ltd received fees of £409,725 during the period-ended 30 September
2024 (2023: £415,975), being £125,722 (2023: £128,836) for advisory and arrangement fees and £284,004 (2023: £287,139) of
directors’ fees for services provided to companies in the investment portfolio.
19 Post balance sheet events
On 1 October 2024, the Company allotted 56,023,733 Ordinary Shares at prices of between 57.53 and 61.05 pence per share
raising net funds of £31.4m under the Offer for Subscription launched on 2 September 2024.
On 02 October 2024, further proceeds of £0.68 million were received in respect of the sale of Master Removers Group 2019
Limited (trading as Anthony Ward Thomas, Bishopsgate and Aussie Man & Van) as part of the terms of the transaction in February
2024.
On 25 October 2024, a new investment of £0.42 million was made into Mobility Mojo Limited.
On 28 October 2024, the Company allotted 21,476,755 Ordinary Shares at prices of between 57.53 and 60.31 pence per share
raising net funds of £12.1m under the Offer for Subscription launched on 2 September 2024.
On 14 November 2024, a new investment of £0.97 million was made into Gentianes Solutions Ltd (trading as Much Better
Adventures).
On 18 November 2024, a follow-on loan investment of £0.27 million was made into Branchspace Limited.
On 18 December 2024, a follow-on loan investment of £0.46 million was made into Preservica Limited.
On 20 December 2024, a follow-on investment of £0.10 million was made into Focal Point Positioning Limited.
79
Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Information for
Shareholders
Communication with Shareholders
We aim to communicate regularly with our Shareholders. The annual general meetings provide a useful platform for the Board to
meet Shareholders and exchange views and we are pleased to invite Shareholders to attend the Annual General Meeting of the
Company on 5 March 2025 to give you the opportunity to meet the Directors and representatives of the Investment Adviser who
will give a joint Investment Adviser presentation with The Income & Growth VCT plc who will hold their Annual General Meeting
at 2.30 pm. A light lunch will be provided. For those Shareholders unable to attend the AGM, we will also offer a facility whereby
you can view the meeting and submit questions remotely via a live stream. Details of how to join will be on the Company’s
website. The Company releases Interim Management Statements in respect of those quarters where it does not publish half or
full year accounts via the London Stock Exchange RNS service. The Investment Adviser held its third annual virtual Shareholder
event on 1 March 2024 which was very successful and plans to hold another such event in 2025. Further details will be available
on the Company’s website prior to the meeting: www.migvct.co.uk.
Shareholders wishing to follow the Company’s progress can visit its website at: www.migvct.co.uk. The website includes
up-to-date details on fund performance and dividends as well as publicly available information on the Company’s portfolio of
investments and copies of company reports. There is also a link to the London Stock Exchange’s website at:
www.londonstockexchange.com where Shareholders can obtain details of the share price and latest NAV announcements.
Financial calendar
5 March 2025 Annual General Meeting
June 2025 Announcement of Half-Year Results and circulation of Half-Year Report for the six months ended
31 March 2025 to Shareholders
September 2025 Virtual Shareholder Event
30 September 2025 Year-end
January 2026 Annual Report for the year ended 30 September 2025 to be circulated to Shareholders
The Company’s next Annual General Meeting will be held on Wednesday, 5 March 2025 at 1.00 pm at First Floor, 8 Fenchurch
Place, London, EC3M 4PB and will also be available by webcast for those Shareholders who are unable to attend in person.
Details of how to join the meeting by virtual means will be shown on the Company’s website. Shareholders joining virtually
should note you will not be able to vote at the meeting and therefore you are encouraged to lodge your proxy form, which is
included with Shareholders’ copies of this Annual Report, or on-line by accessing the 'Vote Here' button on the Company's
website: www.migvct.co.uk.
A copy of the notice of the meeting is included on pages 87 to 89. Shareholders may send any questions on the resolutions
proposed to the following email address: AGM@greshamhouse.com. A response will be provided prior to the deadline for
lodging your proxy vote. Questions for the Annual General Meeting can also be submitted using the same email address or there
will be a facility to type in a question at the meeting itself if you are not attending in person.
Dividend
Shareholders who wish to have dividends paid directly into their bank account rather than sent by cheque to their registered
address can complete a mandate for this purpose. Mandates can be obtained by contacting the Company’s Registrars, City
Partnership (UK) Ltd at the address given on page 90.
Shareholders are encouraged to ensure that the Registrar maintains up-to-date details for yourselves and to check whether
you have received all dividends payable to you. This is particularly important if you have recently moved house or changed
bank details. We are aware that a number of dividends remain unclaimed by Shareholders and whilst we will endeavour to
contact Shareholders if this is the case, we cannot guarantee that we will be able to do so if the Registrar do not have an
up-to-date postal or email address for you.
Dividend Investment Scheme
Those Shareholders who wish to participate in the DIS can do so by visiting www.migvct.co.uk and click the Dividends tab or by
contacting the Registrar directly using the details on page 90. Please note that Shareholders’ elections to participate or
amendments to participation in the Scheme require 15 days to become effective.
Shareholder Information
Information for Shareholders
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Selling your shares
The Company’s Shares are listed on the London Stock Exchange and as such they can be sold in the same way as any other
quoted company through a stockbroker. Shareholders are also advised to discuss their individual tax position with their financial
advisor before deciding to sell their shares.
The Company is unable to buy back shares direct from Shareholders, so you will need to use a stockbroker to sell your shares. If
you do not have a broker already, the following links may be useful to help you identify a suitable broker: Find a Broker | London
or Unbiased. You can check that they are FCA registered on the FCA website at: fca.org.uk.
If you are considering selling your shares or trading in the secondary market, please contact the Company’s Corporate Broker,
Panmure Liberum Limited (“Panmure”). Panmure is able to provide details of close periods (when the Company is prohibited from
buying in shares) and details of the price at which the Company has bought in shares.
Panmure can be contacted as follows:
Chris Lloyd 0207 886 2716 chris.lloyd@panmureliberum.com
Paul Nolan 0207 886 2717 paul.nolan@panmureliberum.com
Further details on how to sell your shares can be found here: How to sell Baronsmead and Mobeus VCT shares - Gresham House.
Common Reporting Standard (“CRS”) and Foreign Account Tax Compliance Act (“FATCA”)
Tax legislation was introduced with effect from 1 January 2016 under the Organisation for Economic Co-operation and
Development Common Reporting Standard for Automatic Exchange of Financial Account Information. The legislation requires
investment trust companies to provide personal and financial account information to HMRC on certain investors who purchase
their shares including details of their shareholding and income from the shares. As an affected entity, the Company has to
provide information annually to HMRC relating to a number of non- UK based certificated Shareholders who are deemed to be
resident for tax purposes in any of the 90 plus countries who have joined CRS. All new Shareholders, excluding those whose
shares are held in CREST, who are entered onto the share register from 1 January 2016 will be asked to provide the relevant
information. Additionally, HMRC changed its policy position on FATCA in June 2016. We understand that this means, as a result of
the restricted secondary market in VCT shares, the Company’s shares will not be considered to be “regularly traded”. This means
the Company is also an affected entity for the purposes of this legislation and as such will have to provide information annually to
HMRC relating to Shareholders who are resident for tax purposes in the United States.
For further information, please see HMRC’s Quick Guide: Automatic Exchange of Information – information for account holders:
https://www.gov.uk/government/publications/exchange-of-information-account-holders.
Managing your shareholding online
The Company changed its Registrar to City Partnership (UK) Ltd on 4 December 2023. For details on your individual shareholding
and to manage your account online, Shareholders may log into or register with the City Shareholder Portal at:
https://gresham-house- vcts.cityhub.uk.com/login. You can use the portal to change your address details, check your holding
balance and transactions, view the dividends you have received, and add and amend your bank details. Details of how to access
the Hub can also be found on the Company’s website: www.migvct.co.uk.
Fraud Warning
Boiler Room fraud and unsolicited communications to Shareholders.
We have been made aware of a number of Shareholders being contacted in connection with sophisticated but fraudulent
financial scams which purport to come from the Company or to be authorised by it. This is often by a phone call or an email
usually originating from outside of the UK, often claiming or appearing to be from a corporate finance firm and typically offering to
buy their VCT shares at an inflated price.
Further information on boiler room scams and fraud advice, plus who to contact, can be found first in the answer to a question
“What should I do if I receive an unsolicited offer for my shares?” within the section “A guide to VCTs” itself within the VCT
Investor area of the Company’s website: www.mobeusvcts.co.uk and secondly, a link to the FCA’s ScamSmart site:
www.fca.org. uk/scamsmart
We strongly recommend that you seek financial advice before taking any action if you remain in any doubt. You can also contact
the Investment Adviser on 0207 382 0999, or email mobeusvcts@greshamhouse.com to check whether any claims are genuine.
Shareholders are also encouraged to ensure their personal data is always held securely and that data held by the Registrar of
the Company is up to date, to avoid cases of identity fraud.
Shareholder enquiries
For enquiries concerning the investment portfolio or the Company in general, please contact the Investment Adviser, Gresham
House Asset Management Limited. To contact the Chair or any member of the Board, please contact the Company Secretary,
also through Gresham House, in the first instance.
The Registrar, City, may be contacted via their Investor portal, post or telephone for queries relating to your shareholding or
dividend payments, dividend mandate forms, change of address etc.
Full contact details for each of Gresham House Asset Management and City Partnership are included under Corporate
Information on page 90 of this Annual Report.
Shareholder Information
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Shareholders
The following table shows, for investors in the first allotment of each fundraising in Mobeus Income & Growth VCT plc, the former
Matrix Income & Growth 3 VCT plc, and former Mobeus Income & Growth 2 VCT plc (including former O and C share classes), how
their investment has performed since they were originally allotted shares in each fundraising.
Mobeus Income & Growth VCT plc (formerly Matrix Income & Growth VCT plc)(“MIG VCT”) acquired the assets and liabilities of
Matrix income & Growth 3 VCT plc (“MIG 3 VCT”) on 20 May 2010. MIG 3 VCT shareholders received 1.0655 shares in MIG VCT for
each MIG 3 VCT ordinary share they held.
The former Mobeus Income & Growth 2 VCT plc (“MIG 2 VCT”) originally comprised of O and C share classes. These share classes
were merged on 10 September 2010. Shareholders in the former Ordinary Share fund received 0.827 shares in MIG 2 VCT for each
former Ordinary share they held.
On 26 July 2024, MIG VCT acquired the assets and liabilities of MIG 2 VCT. Former MIG 2 VCT shareholders received 1.0649 shares
in MIG VCT for every former MIG 2 VCT share they held.
Total return data, which includes cumulative dividends paid to date, is shown on both a share price and a NAV basis as at
30 September 2024. The NAV basis enables shareholders to evaluate more clearly the performance of the Investment Adviser, as it
reflects the underlying value of the portfolio at the reporting date. This is the most widely used measure of performance in the VCT
sector.
MIG VCT Fundraisings
Share price as at 30 September 2024 53.50p
1
NAV per share as at 30 September 2024 54.70p
Allotment date(s)
Allotment
price
Net
allotment
price
2
Cumulative
dividends
paid
per share
3
Total return per share to
Shareholders since allotment
(Share
price basis)
(NAV
basis)
(p) (p) (p) (p) (p)
Funds raised 2004/05 100.00 60.00 170.30 223.80 225.00
Funds raised 2011 (Linked offer) 98.00 68.60 149.00 202.50 203.70
Funds raised 2012 (Linked offer) 101.20 70.84 143.50 197.00 198.20
Funds raised 2013 (Linked offer) 94.60 66.22 132.25 185.75 186.95
Funds raised 2014 (Linked offer) 100.01
4
70.01 126.25 179.75 180.95
Funds raised 2015 (Joint offer) 96.90
4
67.83 106.00 159.50 160.70
Funds raised 2017 (Joint offer) 74.70
4
52.29 65.50 119.00 120.20
Funds raised 2020 (Joint offer) 65.20
4
45.64 41.50 95.00 96.20
Funds raised 2021/22 (Joint offer) 81.74
4
57.22 21.50 75.00 76.20
Funds raised 2022/23 (Joint offer) 66.47
4
46.53 13.50 67.00 68.20
1
Source: Panmure Liberum Limited (mid-price basis), when the latest announced NAV was 56.09 pence.
2
Net allotment price is the allotment price less applicable income tax relief. Income tax relief was 40% from 6 April 2004 to 5 April 2006, and
30% thereafter.
3
For each fundraising, the allotment price, net allotment price, cumulative dividends paid, share price and NAV Total Return figures are based
upon the first allotment in each fundraising.
4
Average effective offer price. Shares were allotted pursuant to the 2014, 2015, 2017, 2020, 2021/22, and 2022/23 Offers at individual prices for
each investor in accordance with the allotment formula as set out in each Offer's Securities Note.
Performance Data at 30 September 2024
(unaudited)
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Performance Data at 30 September 2024
(unaudited)
MIG 3 VCT Fundraising
Share price as at 30 September 2024 57.00p
1
NAV per share as at 30 September 2024 58.28p
Shareholders in the former Matrix Income & Growth 3 VCT plc received approximately 1.0655 shares in the Company for each
MIG 3 VCT share that they held on 20 May 2010, when the two VCTs merged. Both the share price and the NAV per share shown
above have been adjusted using this merger ratio.
Allotment date(s)
Allotment
price
Net
allotment
price
2
Cumulative
dividends
paid
per share
3
Total return per share to
Shareholders since allotment
(Share
price basis)
(NAV
basis)
(p) (p) (p) (p) (p)
Funds raised 2006
Between 24 January 2006 and 5 April 2006 100.00 60.00 168.30 225.30 226.58
1
Source: Panmure Liberum Limited (mid-price basis), as adjusted for the merger ratio.
2
Net allotment price is the allotment price less applicable income tax relief. Income tax relief was 40% from 6 April 2004 to 5 April 2006, and
30% thereafter.
3
Dividends received since the merger date on 20 May 2010 have been converted using the merger ratio.
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Former Mobeus Income & Growth 2 VCT plc
Share price as at 30 September 2024 56.97p
1
NAV per share as at 30 September 2024 58.25p
Shareholders in the former MIG 2 VCT received approximately 1.0649 shares in MIG VCT for each MIG 2 VCT share that they
held on 26 July 2024, when the two VCTs merged. Both the share price and the NAV per share shown above have been
adjusted by using this figure.
Allotment date(s)
Allotment
price
Net
allotment
price
2
Cumulative
dividends
paid
per share
3
Total return per share to
Shareholders since allotment
(Share
price basis)
(NAV
basis)
(p) (p) (p) (p) (p)
Funds raised 2005/06 100.00 60.00 164.00 219.50 223.88
Funds raised 2008/09 92.39 64.67 160.00 215.50 219.88
Funds raised 2013/14 117.92
4
82.54 146.00 201.50 205.88
Funds raised 2014/15 118.44
4
82.91 127.00 182.50 186.88
Funds raised 2017/2018 104.73
4
73.31 95.00 150.50 154.88
Funds raised 2019/20 93.03
4
65.12 66.00 121.50 125.88
Funds raised 2021/2022 95.01
4
66.51 30.00 85.50 89.88
Funds raised 2022/2023 82.54
4
57.78 24.00 79.50 83.88
Former Ordinary Share Fund
Share price as at 30 September 2024 47.11p
NAV per share as at 30 September 2024 48.17p
Shareholders in the former MIG 2 Ordinary Share Fund received 0.827 shares in MIG 2 for each former Ordinary share that they
held on 10 September 2010, when the two share classes merged. Subsequently, when MIG VCT merged with MIG 2 VCT, former
MIG 2 VCT shareholders received 1.6049 shares for each MIG 2 VCT share they held. Both the share price and the NAV per
share shown above have been adjusted using these merger ratios.
Allotment date(s)
Allotment
price
Net
allotment
price
2
Cumulative
dividends
paid
per share
3
Total return per share to
Shareholders since allotment
(Share
price basis)
(NAV
basis)
(p) (p) (p) (p) (p)
Funds raised 2000/01
5
100.00 80.00 157.49 204.60 207.01
1
Source: Panmure Liberum Limited (mid-price basis), as adjusted for merger ratio.
2
Net allotment price is the allotment price less applicable income tax relief. The tax relief was 20% up to 5 April 2004, 40% from 6 April 2004 to 5
April 2006, and 30% thereafter.
3
Dividends received since the Merger date on 26 July 2024 have been converted using the merger ratio.
4
Average effective offer price. Shares were allotted pursuant to the 2013/14, 2014/15, 2017/18, 2019/20, 2021/22, and 2022/23 Offers at individual
prices for each investor in accordance with the allotment formula as set out in each Offer's Securities Note.
5
Investors in this fundraising may also have enhanced returns if they had also deferred capital gains tax liabilities.
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Timeline of the Company
July 2004 Company launched as Matrix Income & Growth VCT plc advised by Matrix Private Equity Partners LLP
June 2005 Company completed first fundraising
September 2005 Matrix Income & Growth 3 VCT plc launched and advised by Matrix Private Equity Partners LLP
April 2006 Matrix Income & Growth 3 VCT plc completed first fundraising
May 2010 Matrix Income & Growth 3 VCT plc merged into Matrix Income & Growth VCT plc
June 2012 Matrix Private Equity Partners LLP becomes a fully independent firm owned by its partners and renames
itself Mobeus Equity Partners LLP. Matrix Income & Growth VCT plc changed its name to Mobeus Income
& Growth VCT plc to be consistent with the Investment Adviser’s change of name
November 2013 The Company is awarded ‘VCT of the Year’ at the 2013 Investment Week Investment Company of the Year
Awards
2010 – 2015 The Company launched and completed five successful fundraisings with the other Mobeus VCTs
May 2016 New Investment Policy approved by Shareholders to provide growth capital to investee companies
September 2017 The Company launched a fundraising to raise up to £25 million
March 2018 The Company closed its fundraising, having raised £25 million
October 2019 The Company launched a fundraising to raise up to £15 million
January 2020 The Company announced the fundraise was fully subscribed
April 2020 The Company closed its fundraising, having raised £15 million
October 2021 Gresham House Asset Management Limited acquires VCT fund and investment management business
from Mobeus Equity Partners LLP. The Mobeus-advised VCTs’ investment advisory arrangements are
novated from Mobeus to Gresham House.
January 2022 The Company launched a fundraising to raise up to £10 million
January 2022 The Company announced the fundraise was fully subscribed
March 2022 The Company closed its fundraising, having raised £10 million
October 2022 The Company launched a fundraising to raise up to £22 million
December 2022 The Company announced the fundraise was fully subscribed
July 2024 The Company merged with Mobeus Income & Growth 2 VCT plc following shareholder approval
September 2024 The Company launched a joint fundraising with The Income & Growth VCT plc in which it sought to raise
£35 million, with an optional over-allotment facility of a further £10 million
October 2024 The Company closed a successful fundraising with The Income & Growth VCT plc for which £45 million,
including the over-allotment facility, was raised for the Company
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Glossary of terms
Alternative performance measure (“APM”)
A financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure
defined or specified in the Company’s financial reporting framework. These APMs tend to be industry specific terms which help
Shareholders to understand and assess the Company’s progress. A number of terms contained within this Glossary have been
identified as APMs.
Cumulative dividends paid (APM)
The total amount of dividend distributions by the Company over the time period specified. A list of all dividends paid since launch
of the Company is shown as part of the Performance data appendix on page 81. Dividends paid in the period/year and dividends
paid in respect of a period/year are shown in Note 6.
Cumulative total return (APM)
Cumulative total return per share comprises the NAV per share (NAV basis) or the mid-market price per share (Share price basis)
both at the end date of a period under review, plus cumulative dividends paid up to that end date since launch in October 2004.
EBITDA
Earnings before interest, tax, depreciation and amortisation. It can be seen as a proxy for the level of cash flow generated by a
business.
Gross Profit
The profit a company makes after deducting the costs associated with making and selling its products, or the costs associated
with providing its services.
Internal Rate of Return (“IRR”) (APM)
The internal rate of return is the annual discount rate that equates the original investment cost with the value of subsequent cash
flows (such as receipts/dividends or further investment) and the latest valuation/exit proceeds. Generally speaking, the higher an
investment’s IRR, the more successful it is.
Net asset value or NAV
The value of the Company’s total assets less its total liabilities. It is equal to the total equity Shareholders’ funds.
Net asset value per share or NAV per share
The net asset value per share is calculated as total equity Shareholders’ funds divided by the number of Ordinary shares in issue.
NAV Total Return (APM)
This measure combines two types of returns received by Shareholders. Firstly, as income in the form of dividends and secondly,
as capital movements (net asset value) of the value of the Company.
It is a performance measure that adjusts for dividends that have been paid in a period or year. This allows Shareholders to assess
the returns they have received both in terms of the performance of the Company but also including dividends they have received
from the Company which no longer form part of the Company’s assets.
It is calculated as the percentage return achieved after taking the closing NAV per share and adding dividends paid in the
period/year and dividing the total by the opening NAV per share. The Directors believe that this is the most meaningful method
for Shareholders to assess the investment performance of the Company.
To aid comparison with the wider Investment Trust market, the Annual Report also contains a Total Return performance measure
which assumes dividends are reinvested. This assumes that dividends paid are reinvested at the date of payment at a price
equivalent to the latest announced NAV at the ex-dividend date. Where this is referred to it will be specified in the Notes.
Ongoing charges ratio (APM)
This figure, calculated using the AIC recommended methodology, shows Shareholders the annual percentage reduction in
shareholder returns as a result of recurring operational expenses, assuming markets remain static and the portfolio is not traded.
Although the Ongoing Charges figure primarily is based upon historic information, it provides Shareholders with an indication of
the likely level of costs that will be incurred in managing the Company in the future. This is calculated by dividing Investment
Adviser fees (calculated as 2% of closing net assets) and running costs (comprising revised annual post merger figures), the latter
being reduced by IFA Trail commission fees and one off professional fees, by closing net assets of £144,317,152 (as this more
accurately reflects likely the level of net assets in future).
Realised gain/(losses) in the period/year
This is the profit or loss that arises following the full or partial disposal of a holding in a portfolio company. It is calculated by
deducting the value of the holding as at the previous year-end from the proceeds received in respect of such disposal.
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Information for
Shareholders
Revenue
The total amount of income generated by the sale of goods or services related to a company’s primary operations.
Share price Total Return (APM)
As NAV Total Return, but the Company’s mid-market share price (source: Panmure Liberum) is used in place of NAV. This measure
more reflects the actual return a Shareholder will have earned, were they to sell their shares at the year/period’s end date. It
includes the impact of any discounts or premiums at which the share price trades compared to the underlying net asset value of
the Company. If the shares trade at a discount, the returns could be less than the NAV Total Return, but if trading at a premium,
returns could be higher than the NAV Total Return.
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NOTICE IS HEREBY GIVEN that the Annual General Meeting of Mobeus Income & Growth VCT plc will be held at First Floor, 8
Fenchurch Place, London, EC3M 4PB at 1.00 pm on Wednesday, 5 March 2025, for the purposes of considering and, if thought
fit, passing the following resolutions of which resolutions 1 to 8 will be proposed as ordinary resolutions and resolutions 9 and 10
will be proposed as special resolutions. An explanation of the business to be proposed is included in the Directors’ Report on
pages 35 to 38 of this Annual Report:
1. To receive and adopt the annual report and financial statements of the Company for the period-ended 30 September 2024
(“Annual Report”), together with the auditor’s report thereon.
2. To approve the directors’ annual remuneration report as set out in the Annual Report.
3. To re-elect Clive Boothman as a director of the Company.
4. To re- elect Lucy Armstrong as a director of the Company.
5. To elect Ian Blackburn as a director of the Company.
6. To elect Sarah Clark as a director of the Company.
7. To appoint Johnston Carmichael LLP of Bishop’s Court, 29 Albyn Place, Aberdeen AB10 1YL as auditor of the Company until
the conclusion of the next annual general meeting at which accounts are laid before the Company and to authorise the
directors to determine the remuneration of the auditor.
8. That, in substitution for any existing authorities, the directors of the Company be and hereby are generally and
unconditionally authorised pursuant to section 551 of the Companies Act 2006 (“the Act”) to exercise all the powers of the
Company to allot ordinary shares of 1 penny each in the capital of the Company (“Shares”) and to grant rights to subscribe for,
or convert any security into, Shares (“Rights”) up to an aggregate nominal value of £1,137,845, provided that the authority
conferred by this resolution shall (unless renewed, varied or revoked by the Company in general meeting) expire on the date
falling fifteen months after the passing of this resolution or, if earlier, at the conclusion of the annual general meeting of the
Company to be held in 2026, but so that this authority shall allow the Company to make before the expiry of this authority
offers or agreements which would or might require Shares to be allotted or Rights to be granted after such expiry and the
directors of the Company shall be entitled to allot Shares or grant Rights pursuant to any such offers or agreements as if the
authority conferred by this resolution had not expired.
9. That, subject to the passing of resolution 8 set out in this notice and in substitution for any existing authorities, the directors
of the Company be and hereby are empowered in accordance with sections 570 and 573 of the Act to allot or make offers or
agreements to allot equity securities (as defined in section 560(1) of the Act) for cash, pursuant to the authority conferred
upon them by resolution 8 set out in this notice, or by way of a sale of treasury shares, as if section 561(1) of the Act did not
apply to any such sale or allotment, provided that the power conferred by this resolution shall be limited to the allotment of
equity securities:
i) with an aggregate nominal value of up to, but not exceeding, £341,354 in connection with offer(s) for subscription;
ii) with an aggregate nominal value of up to, but not exceeding, 10% of the issued share capital of the Company from time to
time pursuant to any dividend investment scheme operated by the Company, at a subscription price per Share which may
be less than the net asset value per Share, as may be prescribed by the scheme terms; and
iii) otherwise than pursuant to sub-paragraph (i) above, with an aggregate nominal value of up to, but not exceeding, 10% of
the issued share capital of the Company from time to time,
in each case where the proceeds of the allotment may be used, in whole or in part, to purchase the Company’s Shares in the
market and provided that this authority shall (unless renewed, varied or revoked by the Company in general meeting) expire
on the date falling fifteen months after the passing of this resolution or, if earlier, on the conclusion of the annual general
meeting of the Company to be held in 2026, except that the Company may, before the expiry of this authority, make offers or
agreements which would or might require equity securities to be allotted after such expiry and the directors of the Company
may allot equity securities in pursuance of such offers or agreements as if the power conferred by this resolution had not
expired.
10. That, in substitution for any existing authorities, the Company be and hereby is authorised pursuant to and accordance with
section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of its own
Shares provided that:
(i) the aggregate number of Shares which may be purchased shall not exceed 51,168,897 or, if lower, such number of Shares
(rounded down to the nearest whole Share) as shall equal 14.99% of the Shares in issue at the date of passing of this
resolution;
(ii) the minimum price which may be paid for a Share is 1 penny (the nominal value thereof);
Notice of the Annual General Meeting
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Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
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(iii) the maximum price which may be paid for a Share (excluding expenses) shall be the higher of (a) an amount equal to 5%
above the average of the middle market quotations for a Share in the Company taken from the London Stock Exchange
Daily Official List for the five business days immediately preceding the day on which the Share is contracted to be
purchased and (b) the amount stipulated by Article 5(6) of the Market Abuse Regulation (EU) 596/2014 (as such
Regulation forms part of the UK law and as amended);
(iv) the authority conferred by this resolution shall (unless renewed, varied or revoked by the Company in general meeting)
expire on the date falling fifteen months after the passing of this resolution or, if earlier, on the conclusion of the annual
general meeting of the Company to be held in 2026; and
(v) the Company may make a contract or contracts to purchase its own Shares under the authority hereby conferred prior to
the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may
make a purchase of its own Shares in pursuance of any such contract.
By order of the Board
Gresham House Asset Management Limited
Company Secretary
Dated: 13 January 2025
Registered Office:
5 New Street Square
London
EC4A 3TW
Notes to the Notice of the Annual General Meeting
The following Notes explain your general rights as a Shareholder and your right to attend and vote at this Meeting or to appoint someone else to vote on
your behalf.
A webcast of the Meeting will also be available and details of how to join the webcast will be shown on the Company’s website. If possible, Shareholders
intending to join the Meeting by means of the webcast (which would be as an attendee only) are requested to join at least ten minutes prior to the
commencement of the Meeting at 1.00 pm on Wednesday, 5 March 2025. Where a member intends to join the Meeting by means of the webcast, they are
permitted to ask questions at the Meeting but shall not be entitled to vote on resolutions at the Meeting (and are, therefore, encouraged to submit their
votes by way of proxy). Note 13 below will apply to those who join the meeting (which would be in attendance only) by means of the webcast.
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A
Shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights
attached to a different share or shares held by that Shareholder. A proxy need not be a Shareholder of the Company. A proxy form which may be used
to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one,
or if you require additional forms, please contact Gresham House Asset Management Limited, the Company Secretary, at 80 Cheapside, London
EC2V 6EE or by email to: mobeusvcts@greshamhouse.com or telephone on +44(0) 20 7382 0999.
2. Shareholders may appoint a proxy either by (a) completing a hard copy of the form of proxy or other instrument appointing a proxy and sending it to be
received by post (during normal business hours only) or delivering it by hand at the Company’s Registrar, The City Partnership (UK) Limited, The
Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH or (b) submitting their votes electronically by accessing the 'Vote Here'
button on the Company website: www.migvct.co.uk, please note you will need your City Identification Number (CIN) available from City’s Hub if you
have registered, and also the access code in the cover letter or email sent to notify you of the publication of the Company’s Annual Report. In each
case, the proxy votes submitted must be received not later than 1.00 pm on 3 March 2025 or 48 hours before the time appointed for any adjourned
meeting (ignoring any part of a day that is not a working day, before the time fixed for the meeting) or, in the case of a poll taken subsequent to the
date of the meeting or adjourned meeting, so as to be received no later than 24 hours before the time appointed for taking the poll.
3. The return of a completed proxy form, other such instrument or any electronic Proxy Instruction will not preclude a Shareholder from attending the
Annual General Meeting and voting in person if they wish to do so.
4. You can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy.
5. Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a “Nominated Person”)
may, under an agreement between them and the Shareholder by whom they were nominated, have a right to be appointed (or to have someone else
appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they
may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.
6. If you have been nominated to receive general Shareholder communications directly from the Company, it is important to remember that your main
contact in terms of your investment remains as it was (i.e. the registered Shareholder, or perhaps custodian or broker, who administers the investment
on your behalf). Therefore any changes or queries relating to your personal details and holding (including any administration thereof) must continue to
be directed to your existing contact at your financial adviser or custodian. The Company cannot guarantee dealing with matters that are directed to it
in error. The only exception to this is where the Company, in exercising one of its powers under the Act, writes to you directly for a response.
7. The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated
Persons. The rights described in these paragraphs can only be exercised by Shareholders of the Company.
8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures
described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a
service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
9. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications, and must contain the information
required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an
amendment to the instruction given to a previously appointed proxy must in order to be valid, be transmitted so as to be received by the issuer’s agent
(ID 8RA57) by 1.00 pm on 3 March 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner
Notice of the Annual General Meeting
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Mobeus Income & Growth VCT plc
Annual Report & Financial Statements 2024
Information for
Shareholders
prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee
through other means. You may submit your proxy electronically using the 'Vote Here' button on the Company website www.migvct.co.uk and will need
your City Identification Number (CIN) available from City’s Hub if you have registered, and also the access code in the cover letter or email sent to
notify you of the publication of the Company’s Annual Report.
10. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does
not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
11. Pursuant to Regulation 41 of the Uncertificated Securities Regulation 2001, entitlement to attend and vote at the Annual General Meeting (and the
number of votes that may be cast thereat) will be determined by reference to the Register of Members of the Company at the close of business on the
day which is two days before the day of the meeting or of the adjourned meeting. Changes to the Register of Members after the relevant deadline
shall be disregarded in determining the rights of any person to attend and vote at the meeting.
12. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member
provided that they do not do so in relation to the same shares.
13. Any member attending the meeting has the right to ask questions relating to the business being dealt with at the meeting and the Company is obliged
to answer any such questions under section 319A of the Act. However, no such answer need be given if (a) to do so would interfere unduly with the
preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on the Company’s website
www.migvct.co.uk in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that
the question be answered.
14. Under section 527 of the Act (i) members representing at least 5% of the total voting rights of all the members or (ii) at least 100 members who have a
relevant right to vote and hold shares in the Company on which there has been paid up an average sum, per member, of at least £100 (in accordance
with section 527 of the Act) can require the Company to publish a statement on its website setting out any matter relating to (a) the audit of the
Company’s financial statements (including the Auditor’s Report and the conduct of the audit) that are to be laid before the meeting; or (b) any
circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and
reports were laid in accordance with section 437 of the Act, that the members propose to raise at the meeting. The Company cannot require the
members requesting the publication to pay its expenses in complying with sections 527 or 528 of the Act. Any statement required to be placed on the
Company’s website must also be sent to the Company’s auditors no later than the time it makes its statement available on the website. The business
which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website under section 527.
15. By attending the meeting, members and their proxies and representatives are understood by the Company to have agreed to receive any
communications relating to the shares of the Company made at the meeting.
16. As at 10 January 2025 (being the last business day prior to the publication of this notice) the Company’s issued share capital consisted of 341,353,548
ordinary shares, all of which carry one vote each. Therefore, the total voting rights in the Company as at 10 January 2025 were 341,353,548.
17. The Register of directors’ interests and directors’ appointment letters shall be available for inspection at the Company’s registered office during
normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) and at the place of the meeting for at least fifteen minutes
prior to and during the meeting. The directors do not have any service contracts with the Company.
18. A copy of this notice, and other information required by section 311A of the Act, can be found on the Company’s website at www.migvct.co.uk.
90
Mobeus Income & Growth VCT plc Annual Report & Financial Statements 2024
Information for
Shareholders
Directors
Clive Boothman
Lucy Armstrong
Ian Blackburn (appointed 26 July 2024)
Sarah Clark (appointed 26 July 2024)
Bridget Guérin (resigned 26 July 2024)
Company’s registered office
5 New Street Square
London
EC4A 3TW
Adviser, Promoter, Company Secretary and Administrator
Gresham House Asset Management Limited
80 Cheapside
London
EC2V 6EE
Tel: +44(0) 20 7382 0999
info@greshamhouse.com
greshamhouse.com
Company Registration Number:
5153931
Company LEI number:
213800HKOSEVWS7YPH79
Email
mobeusvcts@greshamhouse.com
Website
www.migvct.co.uk
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Solicitors
Shakespeare Martineau LLP
60 Gracechurch Street
London
EC3V 0HR
Corporate Broker
Panmure Liberum Limited
25 Ropemaker Street
London
EC2Y 9LY
Bankers
National Westminster Bank plc
City of London Office
PO Box 12258
1 Princes Street
London
EC2R 8PA
Registrar
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield
HD4 7BH
Tel: 07484 240 910
https://gresham-house-vcts.cityhub.uk.com/
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VCT Status Adviser
Philip Hare & Associates LLP
Bridge House
181 Queen Victoria Street
London
EC4V 4EG
Corporate Information
Mobeus Income & Growth VCT plc