Molten Ventures plc
Annual Report
for the financial year ended 31 March 2026
We are a leading Venture Capital firm
investing across Europe. Our purpose is
to advance society through technology
and innovation.
We inject visionary companies with energy to help them transform and grow.
This energy comes in many forms — including capital, knowledge, experience and
relationships. We believe it is our role to support the entrepreneurs who will invent
the future, and that future is being built, today, in Europe.
Overview
01
Financial highlights
02
Portfolio and operational highlights
Strategic Report
06
Our business at a glance
08
Our investment case
10
Chairman’s statement
12
CEO’s statement
16
Market overview
18
Business model
20
Our investment process
22
Portfolio review
43
Backing the Backers: Molten’s Fund
of Funds Strategy
44
Europe’s Secondary Opportunity
46
Our strategy
47
Our KPIs
48
Financial review
52
Stakeholder engagement and
Section 172 statement
56
Sustainability at Molten
65
Risk management
68
Our principal risks
79
Viability statement
Governance Report
82
Governance at a glance
83
Corporate governance statement
84
Board of Directors
86
Board leadership and corporate
governance
89
Division of responsibilities
90
Role, composition and evaluation
93
Nomination Committee Report
97
Sustainability Committee Report
99
Audit, Risk and Valuations
Committee Report
103
Directors’ Remuneration Report
128
Directors’ Report
131
Statement of Directors’ responsibilities
in respect of the financial statements
Financials
134
Independent Auditors’ report
141
Consolidated statement
of comprehensive income
142
Consolidated statement of financial
position
143
Consolidated statement of cash flows
144
Consolidated statement of changes
in equity
145
Notes to the consolidated financial
statements
182
Company statement of financial
position
183
Company statement of changes
in equity
184
Notes to the Company financial
statements
191
Board, management and
administration
192
Glossary
ANNUAL REPORT FY26
Contents
£1,525m
Gross Portfolio Value*
(31 March 2025: £1,367m)
13%
Gross Portfolio net fair value
movement*
(31 March 2025: 5%)
0.5%
Admin expenses (net of fee
income and exceptional items)
(31 March 2025: 0.6%) vs the
targeted 1% of year-end NAV*
£1,324m
Net Assets
(31 March 2025: £1,236m)
£89m
Invested
(31 March 2025: £73m)
in addition a further £22m from the managed
EIS/VCT funds (31 March 2025: £73m invested
and a further £34m from the managed EIS/
VCT funds)**
£120m
Cash proceeds from
realisations
(31 March 2025: £135m)
*The above figures contain alternative performance measures (“APMs”) – see Note 34 for reconciliation of APMs to IFRS measures.
**EIS and VCT funds are managed by Molten Ventures plc Group but are not consolidated. See accounting policies on page 146 to 157
and Glossary on page 192 to 193 for defined terms.
760p
NAV per share*
(31 March 2025: 671p)
£52m
Consolidated Group Cash
(31 March 2025: £89m)
CEO, Ben Wilkinson on
stage at Investor Day.
£38m
Share buybacks completed
during the year, with a
further £1m completed post
period-end
(31 March 2025: £17m)
MOLTENVENTURES.COM
01
OVERVIEW
Financial highlights
Fair value increase
in the year
£172 million Net Fair Value increase, exclusive of
the impact of FX.
Strong Core
average revenue
Average revenue of over $600 million in the
Core Portfolio, including those that are currently
earning over $1 billion a year in revenue.
Increased maturity
in the Core
7 of the Core Portfolio profitable.
Well funded
Core Portfolio
88% of Core Portfolio companies funded for at
least 12 months.
Strong Core gross
margin position
Core Portfolio companies average gross margin of
70% for 2025, excluding pre-revenue companies.
Strong funding in the
Core and Emerging
$3.75 billion raised from funding rounds.
Over $3.5 billion raised by Core companies and
over $200 million for Emerging companies.
02
ANNUAL REPORT FY26
Portfolio and operational highlights
£15m
Secondary
Total investments by type in FY26
Breakdown of £89m balance sheet investments.
£37m
Direct
£37m
Fund
investments
Our Sustainability Report will be published on 16 June 2026 and will be available on our website: investors.moltenventures.com/
sustainability
£18m
ICEYE
Total realisations in FY26
Breakdown of £120m balance sheet realisations
£50m
Revolut
£20m
Freetrade
£9m
Lyst
£5m
Terraview
£18m
Remaining
£89m
Grand Total
£120m
Grand Total
MOLTENVENTURES.COM
03
OVERVIEW
04
ANNUAL REPORT FY26
Strategic
Report
Contents
Strategic Report
06
Our business at a glance
08
Our investment case
10
Chairman’s statement
12
CEO’s statement
16
Market overview
18
Business model
20
Our investment process
22
Portfolio review
43
Backing the Backers: Molten’s Fund of
Fund’s Strategy
44
Europe’s Secondary Opportunity
46
Our strategy
47
Our KPIs
48
Financial review
52
Stakeholder engagement and
Section 172 statement
56
Sustainability at Molten
65
Risk management
68
Our principal risks
79
Viability statement
Co-Founder & Director, Stuart Chapman speaking at Investor Day.
MOLTENVENTURES.COM
05
STRATEGIC REPORT
We seek exciting opportunities...
No. of companies by sector
*
No. of portfolio companies
0
20
40
60
80
100
120
31-Mar-26
31-Mar-25
31-Mar-25
31-Mar-23
31-Mar-22
31-Mar-21
Core
Core (indirectly managed)
Emerging
Emerging (indirectly managed)
17
14
16
15
92
35
39
45
3
3
5
2
6
118
71
68
70
19
8
8
14
91
83
14
3
3
1
1
109
101
18%
53%
13%
16%
Consumer tech
Deeptech & Hardware
Enterprise tech
Digital Health
We invest in tech companies that see new ways for the world to work.
They’re inventors, they’re visionaries, they’re driven to push us further.
£1,525
m
Gross Portfolio Value*
at 31 March 2026
£89
m
Balance sheet investments
during the year
£120
m
Cash proceeds from
realisations during the year
£172
m
Gross Portfolio fair value
increase (net of FX impact)*
*The above figures contain alternative performance measures (“APMs”) – see Note 34 for reconciliation of APMs to IFRS measures. See the Glossary on pages 192 to 193 for
defined terms.
For further information on our portfolio companies and sub-sectors, see our
portfolio review on pages 22 to 42.
Across four core sectors...
Consumer technology
New consumer-facing products, innovative business models,
and proven execution capabilities which bring exceptional
opportunities that are enabled by technology.
Enterprise technology
The software infrastructure, applications and services that
make enterprises more productive, cost-efficient, and
smoother to run.
Hardware & Deeptech
R&D-heavy technologies that emerge to become
commercially dominant, upending industries and enabling
entirely new ways of living and doing business.
Digital health
Using data, software and hardware to create new products
and services for the health and wellness market.
06
ANNUAL REPORT FY26
Our business at a glance
17%
14%
47%
3%
18%
throughout Europe...
Where we deploy capital
Western Europe
UK & Ireland
Nordics
Spain
DACH
Graphic includes direct and indirect investments incl. via EarlyBird since the
2016 IPO.
Indicative only, not all locations are visually represented in the graphic
Providing investors with access to an actively managed
portfolio of high-potential companies
As our companies grow, we have the ability to provide follow-on capital to build our stake. As at 31 March 2026, 64% of Gross Portfolio Value
and 73% of our Net Asset Value is distributed across 17 companies, representing our Core Portfolio. By doubling down on the winners in our
portfolio, we manage the risk exposure of the portfolio and generate improved upside potential. Equally, our more flexible approach to capital
enables the companies themselves to grow over a longer period and create value for the benefit of our shareholders. When we exit companies,
cash is returned to the balance sheet and deployed in line with our balanced capital allocation policy.
What’s in a share
NAV breakdown
18%
Net other assets/
liabilities
Cash
Core Portfolio
Emerging portfolio
Total 100%
41%
73%
4%
Core and emerging percentage of NAV is calculated with reference to their proportions of the Gross Portfolio Value.
Cash
When we exit from companies,
the cash generated is returned
to the balance sheet and
deployed in line with our
balanced capital allocation
policy.
Core Portfolio
The companies in the portfolio
representing 64% of the Gross
Portfolio Value, which is 73% of the
NAV. Molten provides follow-
on capital, developing a more
significant stake in the business once
it has proven its business model.
Emerging portfolio
The Group continually invests in
exceptional entrepreneurial and fast-
growing tech businesses.
Net other assets and liabilities*
Other assets and liabilities of the
Group.
* To see more details on other
assets and liabilities, please see the
consolidated statement of financial
position on page 142.
MOLTENVENTURES.COM
07
STRATEGIC REPORT
1
4
2
5
3
Our investment case
Camilla Taylor, CFO of SatVU
presenting at Molten Investor Day 2026.
Exposure to a private
asset class via a FTSE
250 company
We provide access to the VC asset
class in a growing European market.
We have a diversified portfolio of
100+ companies actively managed
by an established portfolio team.
The top 17 comprise 64% of Gross
Portfolio Value across sectors and
stages, spanning the UK and Europe.
Capturing full
growth potential
Our evergreen balance sheet allows
Molten to take a long-term approach
to investing in and developing high-
growth technology companies across
the UK and Europe. We capture their
full growth potential by building
meaningful ownership stakes
over time.
Multiple and
growing sources of
capital to deploy
We combine multiple pools of
capital to invest in the best UK and
European technology companies.
We can deploy capital from across
investment strategies - Plc, EIS, VCT,
co-invest vehicles, FoF and strategic
partnerships.
Established track record of exits
Molten Ventures has deployed over £1.3 billion in capital,
and realised £780 million from successful exits since IPO, thus
demonstrating a strong track record of value creation for
investors.
Disciplined Capital Allocation
To deliver long-term value for our shareholders, we follow
our capital allocation policy, which outlines how the Company
intends to deploy capital resources across NAV per share
accretive opportunities.
08
ANNUAL REPORT FY26
Key
0x
Returns
Multiple
% of
Invested
Capital
Return
Proceeds
14%
–
33%
£51m
< 1x
Fully
realised
Partially realised
Accessed via strategic relationships
with Earlybird or Seedcamp
25%
£134m
1x < 3x
13%
£355m
5x+
3x < 5x
15%
£184m
This was a strong year for exits, realising £120 million which further adds to our track record of realising assets and redeploying capital into further
exciting value creation opportunities.
Returns track record 2016 IPO to 31 March 2026
A proven track record
MOLTENVENTURES.COM
09
world
stores
Note: Figures displayed are subject to rounding. Past performance is not a reliable indicator of future performance. This presentation includes larger realisations only and does not
reflect certain realisations through underlying funds and relating to the Fund of Funds programme
*Return Multiple defined as Multiple of Invested Capital for fully realised assets or Valuation Multiple on Exit for partially realised assets
**Pertains to “Returns” deals only as appear on this presentation and includes exits and interest payments on debt
*** Loss ratio as a percentage of invested capital is 8% which is calculated as the realised loss over the total cash invested since IPO
MOLTENVENTURES.COM
09
STRATEGIC REPORT
Dear Shareholders,
FY26 has been a year of meaningful strategic progress for Molten
Ventures. Against a challenging macroeconomic and geopolitical
backdrop that has tested capital markets globally, your Company has
demonstrated resilience, discipline and a determination to build long-
term value for shareholders and, importantly, has delivered against the
strategy it set out.
This was the first full financial year under Ben Wilkinson’s leadership as
Chief Executive, and marks ten years since Molten’s IPO and twenty since
the business was founded. Over that period Molten has built a distinctive
long-term track record as a leading European venture investor, and it is
that pedigree, together with the progress made this year, that underpins
the Board’s confidence in the direction of the business.
The strategic refocus Ben set out: concentrating capital at Series A and B,
building out our secondaries capability, and scaling third-party capital
alongside our evergreen balance sheet, is now well underway and, as
the results demonstrate, is delivering. The Board is firmly supportive of
this direction and encouraged by the pace of execution. The securing
of a cornerstone commitment for our new Growth Fund is a significant
milestone and, in the Board’s view, an important external endorsement
of the scaling strategy. The detail of how this strategy is being executed
across the portfolio is set out in the Chief Executive’s Review.
The policy environment is also moving in a constructive direction. The
growing recognition of European technology sovereignty, the Mansion
House Accord, and wider efforts to unlock domestic institutional capital
into growth companies all create structural opportunities that Molten is
well placed to capture.
Portfolio and performance
Our portfolio companies have continued to demonstrate encouraging
fundamentals, and these metrics give the Board confidence that the
underlying quality of our investments is strong, even where the broader
market environment has constrained some valuations and exit activity.
The team has made good progress on realisations during the year
and has taken a proactive approach to exit preparation and portfolio
management, ensuring that the portfolio is well positioned to benefit as
market conditions improve.
Our share buyback programme formed part of a clear, Board-endorsed
capital allocation discipline that prioritises NAV per share accretive uses
of capital, with returns to shareholders through buybacks where they are
accretive to NAV per share. As part of this, the Board resolved to allocate
an additional £38 million to the programme during the financial year. A
fuller discussion of investment deployment, the buyback programme
and capital allocation priorities can be found in the Chief Executive
Officer’s and Chief Financial Officer’s Reviews.
People and culture
Our people are the foundation of our success, and I am pleased with
the progress made during FY26 to strengthen the team and embed a
strong, values-driven culture. The investment team has seen thoughtful
evolution, with new joiners at Investment Manager and Associate level
complementing the experience of the existing team.
We welcomed
Franco Danesi as Senior Partner and furthered our secondaries capability
by establishing a dedicated Secondaries team.
Laurence Hollingworth
Chairman
10
ANNUAL REPORT FY26
Chairman’s statement
The appointment of Chantal Cantle as Chief People Officer in June
2025 has provided renewed impetus to our people strategy, with a
focus on structured career pathways, development programmes and
the articulation of the Company’s values. The Board is mindful of the
importance of succession planning at all levels of the business, and
structured pathways to promotion for high-performing team members
have been established. Employee engagement feedback has been
positive, with strong support for the business direction, leadership, and
the balance between autonomy and structure. Further detail on these
initiatives can be found in the Sustainability Report and Governance
Reports.
Board and governance
The Board has continued to evolve its governance framework in line
with best practice. During the year, we undertook preparatory work for
compliance with the 2024 UK Corporate Governance Code, including the
addition of new sections addressing board leadership, purpose, culture
and values. We have also enhanced our approach to risk management and
internal controls in line with the updated Code’s requirements.
Grahame Cook will stand for re-election at this year’s Annual General
Meeting for a final term before retiring from the Board. Grahame has
served as a Non-Executive Director since the Company’s IPO and has
made an invaluable contribution to the Board, including as Chair of the
Audit, Risk and Valuations Committee and as interim Chairman in the
period before my appointment. On behalf of the Board, I would like to
thank Grahame for his dedicated service over many years, including for
standing in as interim Chairman during the leadership transition. Further
details of the planned succession arrangements can be found in the
Nomination Committee Report on page 95.
Shareholder engagement
During the year, the Board undertook a thorough review of the
Company’s available strategic opportunities. Having considered each
rigorously, the Board unanimously concluded that the current strategy
of disciplined primary investment, proactive portfolio management and
development, and selective capital return, remains the most compelling
path to long-term value creation. I have personally engaged directly with
all our large institutional shareholders, and the overwhelming majority
expressed clear support for this direction. These conversations have been
encouraging and candid, and I remain committed to maintaining an open
dialogue with all our shareholders.
Separately, our Senior Independent Director and Chair of the
Remuneration Committee, Sarah Gentleman, has conducted a thorough
consultation with shareholders on the Company’s remuneration policy.
The feedback has been positive, with shareholders supportive of the
proposed approach. The strong operational performance delivered
during FY26 is reflected in the corporate KPI outcomes disclosed in the
Directors’ Remuneration Report on page 108.
Outlook
Exit markets remain in recovery, and the Board is conscious that the
pace of improvement is not yet fully predictable. Against that backdrop,
the Board takes confidence from the foundations established during
FY26: a focused investment strategy, a strengthened team, and a
capital allocation framework that has delivered meaningful NAV per
share growth. The work underway to scale Molten’s third-party capital
platform, which Ben describes in detail in his review, represents in the
Board’s view the most significant medium-term opportunity for the
business. We enter FY27 with clear priorities, a cohesive team, and a
Board that is fully supportive of the direction being taken. I look forward
to reporting on further progress.
I would like to thank our shareholders, portfolio company founders and
my fellow Directors for their continued support. I am particularly grateful
to the entire Molten Ventures team for their dedication during what
has been a demanding but genuinely exciting year for Molten. I look
forward to reporting on further progress next year.
Laurence Hollingworth
Chairman
9 June 2026
MOLTENVENTURES.COM
11
STRATEGIC REPORT
Twenty years of Molten
FY26 marks two milestone anniversaries for Molten Ventures: twenty
years since we were founded as a venture investor in European
technology, and ten years since our IPO in June 2016. During that
period, we have deployed over £1.3 billion, realised more than
£780 million, and delivered average portfolio returns of 26% per
annum against a 20% target. Those numbers are not just a function of
picking well at the outset. They reflect our ability to curate and actively
manage the portfolio over many years supporting founders through
initial investments, follow-on rounds, pivots, and exits which is a
distinct VC skillset and where value compounds across cycles. Venture
matters because it is how the next generation of companies are built
and with them the innovation, skilled jobs, IP and resilience that flow
through the wider economy.
Venture returns are defined by the power-law, where
a small number
of category-winning companies drive the bulk of returns, and the
discipline lies in identifying those companies early, backing them
with conviction, and doubling down as they scale. Venture delivers
the strongest long-term returns of any private capital strategy. The
UK Private Capital (‘UKPC’) 2025 Performance Measurement Survey
shows UK venture funds generating since-inception returns ahead of
small and mid private equity over the long run, with exposure to the
structural growth themes such as AI, space, fintech, energy transition,
digital health and quantum, that are reshaping the global economy.
Molten gives institutional and public market investors scaled, liquid
access to that opportunity in Europe through a platform: a listed
evergreen balance sheet providing liquid exposure, alongside
managed EIS and VCT funds, and a growing third-party capital
business, run by an experienced team with reach across the European
ecosystem.
We are committed to delivering shareholder returns, underpinned by
our strategic priorities: driving NAV growth through our core investing
strength at Series A and B, scaling our third-party asset management
platform, putting capital to NAV-accretive use, and narrowing the
share price discount to NAV. Our FY26 performance, together with the
progress we have made since the period-end, demonstrates strong
execution against each of these priorities.
FY26 Performance Overview
FY26 was a year of meaningful progress. NAV per share grew 13% to
760p, and Gross Portfolio Value rose 13% to around £1,525 million.
Fair value growth, excluding foreign exchange, in the portfolio
was £172 million, or 13%. Realisations remained strong, generating
£120 million of cash proceeds at an average 3x multiple on invested
capital. We deployed £89 million into new and follow-on investments
and returned £38 million to shareholders through the share buyback
programme, a NAV per share accretive use of capital that contributed
21p to the total 89p NAV per share uplift. We held operating costs
well below our 1% of NAV target. We grew the team with new hires,
including a dedicated secondaries team to support our scaling
ambitions. The portfolio is balanced with strong operational delivery
and funding rounds at ICEYE, Revolut, Ledger and Riverlane more than
offset pressure in some listed comparables. Two portfolio companies,
Modo Energy and Manna, moved into the Core during the year
following successful Series B rounds.
Realisations and Investments
The £120 million returned in FY26 builds on £135 million in FY25, taking
the trailing two-year total to £255 million. Partial realisations of Revolut
at 21.0x and ICEYE at 12.9x, alongside full realisations of Freetrade at
1.5x and Lyst at 0.7x, all at or above holding value, reaffirm the maturity
of the portfolio and our disciplined approach to valuation.
Our direct investments included the leading of rounds in Modo Energy
and Manna at the Growth stage, and earlier stage deals in Polymodels
Hub, General Index, Duel and MAIA. These growth investments are an
example of where
our differentiated deal flow, brand and ability to
lead create the most value, and they sit in the persistent funding gap
European growth-stage companies face.
On secondaries, we acquired a stake in Speedinvest Continuation
Fund I, building on Molten’s long track record in this market. We’ve
realised over £200 million from earlier secondaries positions, with a
distribution-to-paid-in multiple of over 1.7x and a TVPI of over 2.3x.
The logic is compelling, shorter duration, better visibility on exit,
attractive entry pricing in a constrained liquidity environment, and a
market where our European network is genuinely differentiated.
European Technology
The case for European technology has never been more compelling.
Category-defining companies are emerging across artificial
intelligence (‘AI’), space, fintech, energy transition, digital health,
cyber and quantum. The growing case for European technological
sovereignty and the recognition that critical infrastructure like defence
applications, payments rails and frontier compute can’t depend wholly
on capital outside the region is further compounding strategic interest
in European champions. This plays directly to Molten’s positioning
as a pan-European Series A and B investor. Capital is being recycled,
CEO’s statement
Ben Wilkinson
Chief Executive Officer
12
ANNUAL REPORT FY26
entrepreneurial talent is starting new businesses, the investor
ecosystem is deepening and the European flywheel is turning.
Our thesis is consistent, we back the enabling layers, the infrastructure,
middleware, data, and governance rails on which whole sectors are
built. It is a less crowded part of the market, the unit economics are
more durable, and it is where European founders have a genuine
right to win. Europe’s strengths play directly into this layer, regulatory
proximity to the world’s most demanding customers, a deep open-
source and engineering heritage, sovereign procurement tailwinds,
and an unrivalled density of technical talent coming out of our
universities and research clusters.
Our portfolio is well diversified, with a pipeline of investment, growth
and realisation (both full and partial) opportunities, reflecting exposure
to areas of tangible demand and commercial traction. Two areas of
particular focus, both for the wider market and for Molten, have been
AI and Space.
AI is the most significant generational shift in technology since the
internet. We’re in the sixth wave of technology, and our primary area
of focus is the enabling middleware layer, security and governance,
workload intelligence, agentic commerce infrastructure, and the data
infrastructure for AI memory, rather than the foundational models or
the application layer. We continue to invest with discipline and are
not chasing the hyped-up applications at stretched valuations; instead
we aim to back businesses where AI compounds an existing data,
distribution or workflow advantage, and where European founders
have a genuine right to win. Thought Machine, the cloud-native
core banking provider, sit in the technology infrastructure layer that
customers increasingly rely on as the foundation for AI deployment.
Aircall, our cloud-based phone platform, has embedded AI into
its product and was a standout fair-value contributor in the period.
RavenPack supplies AI-driven analytics to financial markets clients.
Among our newer FY26 positions, we led a $10 million Series A
extension in General Index, a London-based provider of transparent,
technology-driven energy and commodity pricing benchmarks, and
a £7 million Series A in Polymodels Hub, which applies modelling,
simulation and AI to pharmaceutical process development.
Space has moved from speculative thesis to commercial reality
faster than most anticipated. ICEYE, our largest space holding and
operator of the world’s largest synthetic-aperture radar satellite
constellation, delivered revenues of $250 million and backlog contracts
of $1.7 billion, secured a series of major government and defence
contracts during the year, including programmes with the Polish
Armed Forces, the Finnish Defence Forces and the Portuguese Air
Force, alongside a multi-billion-euro contract with Germany through
its Rheinmetall joint venture. The maturity of the business is reflected in
the £17 million partial realisation we completed during the year as part
of the $2.8 billion Series E, with substantial value retained.
ISAR Aerospace remains the leading European launch services
provider; following its first orbital launch attempt from continental
Europe in 2025, the company has spent FY26 preparing for its
qualification mission, expanding its production facilities, and
continuing to win commercial contracts.
SatVu, our thermal intelligence holding, secured a £30 million funding
round in February 2026 led by the NATO Innovation Fund and
including the British Business Bank, with Molten as lead among existing
investors. The round funds the build-out of SatVu’s multi-satellite
thermal constellation, with HotSat-2 and HotSat-3 due for launch in
2026 and a further three satellites under contract.
As governments rebuild defence and resilience capacity and
corporates embrace space-driven commercial opportunities, the
momentum in space and launch is structural rather than cyclical, and
we have built deliberate exposure across both areas.
Our model: one platform, multiple
pools of capital
Molten gives investors institutional-grade, scaled access to European
venture and growth-stage technology through a single, integrated
platform. Capital flows in through three pools, our listed PLC balance
sheet, our managed EIS and VCT funds, and a growing pool of third-
party institutional capital, deploying through three complementary
routes: direct primary investments at Series A and B, where we lead
and shape rounds; secondary investments, where we acquire mature,
high-quality portfolios with nearer-term liquidity; and a focused
Fund of Funds programme, which gives us early visibility on the next
generation of category leaders across the European seed ecosystem.
Each route reinforces the others. Fund of Funds and seed exposure
feed proprietary deal flow into the direct programme. The direct
portfolio generates the realisations that recycle capital back into
new investments and shareholder returns. Secondaries add duration
management and a counter-cyclical entry point, and provide the
foundation for our next phase of third-party fundraising. The result is a
platform that can deploy through cycles, realise consistently, and offer
LPs the rare combination of liquidity, diversification and scale in an
asset class.
The venture asset-class case is well established, being the most
direct route to the structural growth themes such as, AI, space,
fintech, climate, digital health and quantum, that are reshaping the
global economy. The challenge has always been access at scale, with
appropriate governance, at an attractive entry point. Molten’s platform
is built precisely to close that gap: a twenty-year track record, a listed
evergreen vehicle, and a growing opportunity for co-investment and
fund structures alongside it.
Strategic Priorities and Capital Allocation
In February 2025 I set out a strategic refocus built around five clear
priorities, all directed at delivering NAV per share growth and long-
term shareholder returns: (i) reinforce our core investing strength
in Series A and B; (ii) scale portfolio development and institutional
co-investment; (iii) operate a narrower, more focused Fund of Funds
programme; (iv) maintain balance sheet strength and NAV accretive
use of capital; and (v) narrow the share price discount to NAV. On Fund
of Funds, while we are concentrating future commitments on a smaller,
select group of managers, we also took the opportunity in December
2025 to repurchase the previously syndicated portion of our Fund
of Funds programme for £20 million. This was an opportunistic
transaction to acquire a high-quality portfolio we know intimately,
brought back fully onto our balance sheet at attractive pricing. We’ve
added to and upskilled the team to support delivery, including the
establishment of a dedicated secondaries team during the year. We
continue to reaffirm our capital allocation policy being a balanced
approach prioritising NAV per share accretive uses of capital, with a
minimum of 10% of realisation proceeds returned to shareholders
through the share buyback programme. During FY26, supported
by strong realisations, the buyback programme contributed 21p to
the total 89p uplift in NAV per share, alongside continued portfolio
development through new and follow-on investments.
Together, these actions have helped narrow the share price discount
to NAV, which remains a key focus for the Board.
Building scale
Third-party fundraising is now the central pillar of our scaling strategy,
and we’re building it on a platform that already works. The operational,
governance and reporting infrastructure of an institutional-grade
European venture capital investor is in place today.
MOLTENVENTURES.COM
13
STRATEGIC REPORT
Our task is to layer additional third-party capital onto it. We’re not
opportunity constrained, we’re capital constrained and the chance
to do more with more is clearly there. We secured a cornerstone
commitment for our new growth fund, a significant milestone and a
strong endorsement of the strategy. The cornerstone investor validates
the proposition, de-risks the path to a first close, and gives us real
momentum to bring in further institutional LPs on the back of it. Just
as importantly, it enables us to lead and scale Series B+ rounds in
Europe, backing our highest-conviction companies with the depth
of capital they need to compete globally, without stretching the plc
balance sheet. For Molten, that means more ownership in the winners,
stronger management fee economics over time, and a clearer route
to narrowing the discount to NAV. Molten East, our fund focused
on technology companies across the Central and Eastern European
region, is progressing well and we expect a first close in 2026. Our
new dedicated secondaries team is preparing a third-party fundraise
targeting a market where competition for high-quality assets remains
comparatively low and entry pricing is attractive. We’re also engaged
with the UK and European pension and insurance investors, on
initiatives aligned with the policy direction of unlocking domestic
institutional capital for growth companies.
The macro backdrop is supportive: UK Private Capital’s (formerly the
BVCA) 2025 Report on Investment Activity shows UK private capital
fundraising rising to £58.7 billion during 2025 with pension funds the
largest contributor at 23%. Molten provides a complete proposition for
diversified exposure to European growth-stage technology: a twenty-
year track record, an established team and platform, a diversified
portfolio of more than 90 direct and indirect positions, multiple routes
to deploy and realise capital, and the option to participate alongside
us through co-investment structures or dedicated vehicles. These
initiatives share one objective: building third-party capital alongside
our evergreen balance sheet so Molten can participate in larger
opportunities, generate management fee income that strengthens our
cost ratio, and aim to accelerate the closing of the share price discount
to NAV. We continue to assess further options.
Broadening of the Team
None of this happens without the people who execute it. During the
year we continued to hire into the investment team and strengthen
the platform, the technology, finance, communications and operations
capabilities that make a public-market venture business work. In March
2026 we announced the establishment of a dedicated secondaries
team, bringing together Malcolm Ferguson and Nick Sando, who
join from Octopus Ventures with deep experience supporting high-
growth companies, and Steven Mendel, co-founder and former CEO
of ManyPets, who scaled that business to unicorn status and brings
first-hand insight into the liquidity needs of founders, employees and
early investors. The team is focused on raising a dedicated third-
party secondary fund to co-invest alongside the Molten Ventures plc
balance sheet, building on our established track record of acquiring
high-quality, mature assets with nearer-term realisation opportunities.
The team is already pursuing a strong pipeline and is the engine for
the third-party fundraise.
The Portfolio
The portfolio is scaling nicely, with the Core Portfolio consisting of
17 portfolio companies accounting for 64% of the Gross Portfolio
Value. These Core companies are achieving 41% revenue growth with
average gross margins of 70%, and 88% of companies being funded
for at least 12 months, with seven Core holdings are now profitable.
Modo Energy, which builds the global standard for benchmarking and
forecasting electrification assets including batteries, solar, wind and
flexible loads, advanced into the Core during the year following the
£25 million Series B that we led in December 2025; its data is now used
by major asset owners, operators and financiers across Europe, North
America and APAC, with billions of dollars of assets underwritten using
its intelligence. Manna, our drone delivery investment, also progressed
into the Core following the $50 million Series B; the business now
operates across Ireland, Texas and Helsinki, with platform partnerships
including Deliveroo, Just Eat, Wolt, DoorDash and Uber as it scales
toward becoming a global drone delivery operator.
Market backdrop and Policy
European venture deal volumes for 2025 were tracking around
$68 billion against the 2021 peak of $125 billion, but the best
businesses continue to attract capital at attractive valuations, whilst our
portfolio companies raised $3.75 billion in aggregate during the year.
In the UK, the Mansion House Accord signed in May 2025 is working
to unlock up to £50 billion of pension scheme capital into private
markets by 2030, with at least half intended for UK assets. Combined
with the British Business Bank’s Growth Partnership and broader
efforts to deepen domestic institutional participation in growth capital,
this represents a structural shift in the funding environment for UK
and European technology companies. We continue to engage with
policymakers and the wider industry on these opportunities, including
through the UKPC, where I sit on as Chair of the Pensions and Private
Capital Expert Panel, and where the case for unlocking domestic
institutional capital into growth assets is being made consistently and
constructively. Molten is well placed to participate in that shift, both
as a listed vehicle that already gives public market investors access
to high-growth private technology and as a manager of third-party
capital for institutions seeking the same exposure.
On geopolitics, Molten has no direct exposure to events in the Middle
East and has not experienced any detrimental first-order effects on the
portfolio arising from the current conflict. We continue to monitor the
wider implications for capital flows, supply chains and risk sentiment as
part of our standard portfolio risk management.
Post-Period End and Outlook
Post period-end, we’ve realised a further c.£63 million from Revolut
while retaining significant upside, alongside securing a cornerstone
investor for our new Growth Fund. This reflects our active approach:
retain upside, release capital, and recycle it into the next generation
of growth opportunities, which is the engine of our capital allocation
policy.
We have entered FY27 with momentum: a well-balanced, robust
portfolio with near-term realisation opportunities, a strengthened
team, and an expanding pipeline of high-conviction opportunities
at Series A and B, supported by structural tailwinds in European
technology sovereignty, accelerating demand in AI, Space and Energy
transition, and initiatives like the Mansion House Accord unlocking
domestic growth capital. Recycling proceeds into this pipeline, not
simply returning them, is how we compound NAV per share over the
cycle. We’re particularly pleased with recent progress on building
scale, which will support consistent deployment and broaden our
access to the best European deals, as we continue to assess further
initiatives to unlock value and close the NAV discount. Our capital
allocation policy is reaffirmed with NAV-accretive deployment first and
returns to shareholders through buybacks where accretive to NAV per
share. I’d like to thank all our colleagues and stakeholders for their hard
work and support.
Ben Wilkinson
Chief Executive Officer
9 June 2026
14
ANNUAL REPORT FY26
CEO’s statement
continued
Partner, George Chalmers on stage at Investor Day.
Principal, Phoebe speaking on stage at Investor Day.
Rhiannon White, CEO of Clue and
Partner, Inga Deakin at Investor Day.
MOLTENVENTURES.COM
15
STRATEGIC REPORT
A decade of transformation
As we reflect on Molten Ventures journey since
our IPO a decade ago, it is worth stepping back to
consider how profoundly the broader European
venture ecosystem has changed, where it has
been, where it is headed, and, most importantly,
what comes next.
Ten years ago, European venture capital looked markedly different.
At the time, there were just 47 unicorns, with Spotify, then valued at
$8.5 billion, the largest among them. Today, Europe is home to over
400 unicorns, the largest being Revolut, one of our own portfolio
companies, now valued at $75 billion. This transformation has given rise
to a globally leading ecosystem: London, for instance, is now the world’s
fourth largest venture hub, surpassed only by three US cities.
The scale of capital deployment reflects this maturation. Annual capital
invested has grown more than three times over the past decade to
over $70 billion, with the technology sector now representing 15% of
European GDP, as European venture has evolved from an emerging
asset class to a truly institutional one.
Europe’s enduring structural advantages
Europe benefits from several enduring structural advantages that have
only compounded over time.
Talent
Europe is an inherently attractive environment in which to build a
company which has translated directly into a uniquely well-positioned
technology workforce. There are more PhDs working in European deep
tech companies than in the United States, and Europe has 40% more
software developers than the US. The success of the broader European
venture ecosystem has also made VC-backed companies increasingly
attractive destinations for skilled operators seeking to build global
businesses from Europe.
Research and development
Talent is only as powerful as the research infrastructure that supports
it. Europe is home to more than half of the world’s top science hubs
and has remained a centre of innovation for several decades. This has
fostered deep collaboration between academia and industry, a dynamic
that is more fragmented and deeply rooted in academic tradition
across Europe than in the US, where talent is more commonly absorbed
by large technology companies. This advantage is expected to carry
forward into the next generational shift in technology, where Europe is
home to some of the world’s most renowned AI research institutions.
A compounding flywheel
Together, these advantages have established a substantial flywheel over
the past decade.
Europe has proven its ability to build global winners. Over 1,000
companies have achieved more than $100 million in revenue or $1billion
in value, European companies, including Molten portfolio companies
such as Revolut, N26, Ledger, and Aircall, are not merely European
success stories; they are global ones.
This success has created exceptional and geographically distributed
talent density. Notably, 90% of European unicorns have remained
headquartered within Europe, a level of distributed innovation that is
unmatched globally, with numerous European cities now exhibiting the
depth of talent typically concentrated across only several US hubs.
In turn, this has accelerated the recycling of both capital and expertise
throughout the ecosystem. A growing cohort of second and third-time
founders, many of whom cut their teeth at companies like Spotify and
Wise, are now spinning out to build their own businesses, Revolut alone
has given rise to 45+ companies. The success of this new generation of
VC-backed businesses continues to drive big outcomes, materialising
through sizeable exits: over the past decade, more than $900 billion has
been realised across European venture, with those proceeds cycling
back through the ecosystem to fund the next wave.
An inflection point: a once-
in-a-generation convergence
Europe now sits at a once-in-a-generation convergence moment,
creating an unprecedented opportunity for European technology.
This is largely driven by the sixth wave of technological innovation. Prior
cycles, from the steam engine in the 1770s, railways, heavy engineering,
mass production, and the information technology revolution of the
1970s, each arrived in progressively shorter succession. This new wave
is no different: the era of AI, automation, and robotics, catalysed by
the launch of the first public GPT model in 2022, has disrupted existing
categories and created entirely new business models that were
previously inconceivable.
This technological shift has been accompanied by structural changes
that, for the first time, allow European startups to compete globally
from day one. On the technology side, generative AI combined with
falling cloud costs means that generational businesses can be built from
anywhere, a particular advantage given Europe’s naturally distributed
ecosystem. Structurally, both the UK and the EU has harmonised
frameworks, which make it easier for companies to scale across borders.
At the same time, the need for sovereign capability has never been
more important in an increasingly complex geopolitical environment.
European companies are well positioned to capitalise on this, particularly
in rebuilding critical technology infrastructure across real assets such as,
space, defence, robotics semiconductors, and batteries, creating the
need for European champions alongside global ones.
0
20
40
60
80
100
120
140
<$2M
$2M-$10M
$10M-$20M
$20M-$50M
$50M-$100M
$100M-$250M
$250M+
2018
2019
2020
2021
2022
2023
2024
2025
European capital raised by round size
($bns)*
*Pitchbook, 31 March 2026
16
ANNUAL REPORT FY26
Market overview and opportunity
Artificial intelligence
Funding in AI has accelerated drastically, and we are already seeing
the emergence of category-leading European companies at both the
foundational and application layers. These companies not only attract
the largest rounds but also command premium valuations.
At Molten, we are focused on several high-level areas through our
thematic-led approach:
•
New infrastructure: encompassing cloud-native architectures for
SaaS models, AI compute (particularly inference chips), and high-
efficiency energy workflows.
•
Augmenting existing workflows: through next-generation vertical
software that, combined with open finance, enables a level of
personalisation not previously achievable. This also includes the
rise of agentic commerce and consumer applications, as well as
personalised medicine in healthcare.
•
Unlocking new categories of spend in areas previously difficult
to access, such as resilience and dual-use defence technology,
as well as illiquid assets and wealth management within financial
services.
Looking ahead, we expect enterprise AI adoption and associated
budgets to continue to grow, with success compounding around those
companies able to demonstrate meaningful productivity gains and
return on investment.
Deep technology
Europe’s historic strengths in academia and technical talent have long
underpinned an appetite to invest in frontier technologies, though the
capital required to succeed in these areas has grown considerably.
At Molten, this is a space we have long been excited about, having
backed leaders such as ICEYE and Riverlane across space and quantum
computing.
We see three converging dynamics creating an exceptional window of
opportunity:
•
European defence spending is at its highest level since the
Cold War.
•
Governments are moving at speed, with significant leverage
effects on private capital.
•
Private markets are flowing countercyclically, with defence
technology outperforming and attracting sizable capital inflows.
The scale-up gap: Europe’s
enduring challenge
Notwithstanding the opportunity ahead, access to capital at scale
remains a critical challenge for the European ecosystem.
Europe has approximately the same number of startups raising initial
VC funding as the United States. However, at the breakout stage this
pipeline narrows by two times, and compounds further at the scale-up
phase, where there are seven times fewer $100 million-plus rounds per
year than in the US.
Addressing this gap represents both an obligation and an opportunity
for the European ecosystem.
A second, related challenge is the historic absence of long-term
institutional capital in European venture. From a public procurement
perspective, only 9% of European public spending goes towards
innovation, half the rate in the US.
Similarly, only 20% of European corporates actively engage with
startups, compared with 50% in the US. And pension funds and
university endowments account for just 40% of European venture
funding, versus 90% in the United States. This misalignment has created
an opening for US investors to play an increasingly prominent role in
Europe, participating in 60% of Series C investments compared with
just 20% at the seed stage, precisely the stage at which capital is most
needed to build truly global businesses.
This must change, particularly given the capital requirements of the
growth stage and of R&D-intensive industries. In the UK, the Mansion
House reforms have been a meaningful step in the right direction,
and we are seeing renewed EU commitments through the European
Competitiveness Fund. However, unlocking the full range of institutional
stakeholders required to provide patient, long-term capital will also
demand a cultural shift, both in how institutions allocate capital and in
how European corporates engage with the startup ecosystem.
Molten Ventures Position
With the support of our investors, we believe we have built a
differentiated platform to help address these challenges and to back the
next generation of European champions.
We deploy capital across the full lifecycle of a company’s development:
•
Early stage: through access to seed funds, enabling us to identify
on-the-ground ecosystem winners and gain access to their
breakout stories.
•
Direct investment at early and growth stages: across Series A, B,
and C, supported by our thematic-led sourcing and investment
thesis approach, as well as EIS and VCT capital in the UK, in areas
where we have a 20-year track record.
•
Late stage and pre-IPO: with flexibility to buy out prior funds or
access direct secondary opportunities, leveraging the depth of our
network across the UK and Europe to support companies through
to public markets and beyond.
This full-cycle platform, combined with our extensive portfolio and
fund-of-funds network across the continent, has compounded into a
powerful flywheel of connectivity, relationships, and expertise, enabling
a genuinely differentiated sourcing opportunity.
European venture capital has come a long way over the past decade.
Yet the opportunity ahead remains even greater, as the next wave of
innovation unfolds across artificial intelligence and deep technology.
Europe’s strengths in talent, research, and prior success stories position
us well on the global stage.
At Molten, our role is to back the generational leaders that emerge from
this moment, leveraging our full-cycle platform, deep network, and
thesis-led approach to invest in the companies that will define the next
decade of European and global technology.
MOLTENVENTURES.COM
17
STRATEGIC REPORT
We back businesses with the capital, expertise and networks to fuel their growth.
Our brand, people, networks and Fund of Funds programme offer a large pipeline
of promising private technology companies from across Europe.
Business model
Invest in European tech start ups
Deliver returns & recycle capital
Invest
Pools of
Capital
PLC, EIS, VCT
third-party
capital
Direct
FoF
Secondaries
We draw on multiple sources of capital
for investment, supporting our access to
the best deals. Alongside the money we
invest from our balance sheet, we manage
capital for private investors looking to
invest in tax-efficient ways including
through our managed EIS and VCT funds.
We invest directly in new companies
and follow-on with some of our existing
portfolio. We also look to access
exceptional secondary investments at
attractive valuations from time-to-time,
by acquiring investments held by other
investors and founders.
18
ANNUAL REPORT FY26
Grow and scale through support
& active management to exit
Grow
Realise
Portfolio development
Active management
Follow-ons
Trade sale
Buy-out
IPO
to the balance sheet
We support growth through both
financial and non-financial activities. See
pages 22 to 42 to find out more about
our portfolio.
As a part of our portfolio support, we
work to ensure our companies are ready
for the road to exit at the right moment.
See pages 22 to 42 to find out more about
our portfolio.
MOLTENVENTURES.COM
19
STRATEGIC REPORT
Integration of sustainability in our investment strategy
We are committed to responsible investing through the life cycle of our investments, from pre-screening to exit. We believe that
sustainability integration across our portfolio is paramount and enables us to fulfil our broader corporate purpose: to advance society
through technological innovation. All prospective portfolio companies in which we consider making a direct investment are, initially,
screened against our Exclusion List and, thereafter, assessed as part of our sustainability due diligence process before a final decision is
taken on the investment.
See page 98 and our Sustainability Report to be published on our website on 16 June 2026.
Our investment criteria
Molten and its wider Group aims to seek
out high-growth companies originating
from across Europe, which demonstrate
some or all of the following characteristics:
•
operate in new markets with the
potential for strong cross-border or
global expansion;
•
have the potential to address large
new markets or disrupt major existing
ones, utilising disruptive technology to
achieve this;
•
have competitive barriers to entry to
encourage strong margins and capital
efficient business models;
•
have the potential to be global sector
leaders;
•
are run by impressive entrepreneurs
who have the ability to build world-
class management teams;
•
are backed by strong syndicates of
investors to reduce financing risk in
future rounds;
•
will be attractive candidates for
acquisition by large corporations,
private equity or public ownership by
institutions by way of an IPO;
•
believe in sustainable growth
which has a positive social and/or
environmental impact; and
•
have the potential to generate
multiples on invested capital for
investors.
Exit
(Trade sale,
buy-out, IPO)
We
support
growth
through
active
management
and portfolio
development.
We
invest
in new
companies
and
follow-on
with some of
our existing
portfolio.
We
meet
,
closely
track
,
and
screen
thousands of
opportunities
per year.
Thousands
of companies
raising in Europe
Secondary market
access
Fund of funds
20
ANNUAL REPORT FY26
Our investment process
Our investment stages
We invest in high-growth private technology companies in the UK and Europe. We back businesses with
the capital, expertise and networks to fuel their growth. Investing in growth-stage companies is our core
business, with access to seed stages via our Fund of Funds programme.
Seed
Stage
Early Stage
Series A
Growth Stage
Series B & C+
Late
stage
Pre-IPO/
Exit Stage
Third-party capital strategy
VCT
EIS
Plc
Fund of Funds
Deal governance
Investment Team meetings
Weekly and monthly meetings and quarterly workshops
to (i) establish and track strategy around high priority deals
and (ii) review, discuss and plan the delivery of Molten’s
investment strategy.
Investment Team
Our Investment Team boasts extensive cross-sector
expertise. Many have been founders themselves, adept
at guiding companies through international expansion,
customer acquisition, hiring, funding rounds and exits.
Dealflow
Deals reviewed in the weekly dealflow meeting.
Investment Committee review and decision process takes
place if a company moves onto the next stage (and Board
process if required).
Venture Operations Team
Our Venture Operations Team handles investments,
evaluations, and post-investment portfolio engagement
supported by other operations teams within the business.
MOLTENVENTURES.COM
21
STRATEGIC REPORT
Consumer technology
Consumer-facing services and products, innovative
business models, and proven execution capabilities that
bring exceptional opportunities enabled by technology.
Enterprise technology
The software infrastructure, applications and services
that make enterprises more productive, cost-efficient,
and smoother to run.
Hardware & Deeptech
R&D-heavy technologies, which emerge to become
commercially dominant, upending industries and
enabling entirely new ways of living and doing business.
Digital health
Using data, software and hardware to create new
products and services for the health and
wellness market.
Molten remains well-diversified across our four key sectors of investments
which capture technology sub-sector themes such as fintech, climate
and cybersecurity & data privacy, with the use of AI being enabled and
integrated within our portfolio.
Fintech
Space
Crypto &
blockchain
Cybersecurity
& data privacy
Molten investment
sub-sectors:
Quantum
Climate &
Energy
Transition
Note: Includes a selection of Molten portfolio companies, prepared for
presentation purposes only. Non-exhaustive, and certain companies
may qualify for multiple categories.
Healthtech
22
ANNUAL REPORT FY26
Portfolio review
MOLTENVENTURES.COM
23
STRATEGIC REPORT
Both sides of the fan graph have different axis
Gross Portfolio Value
£1,525m
Gross Portfolio Value at 31 March 2026*
£120m
Cash received from realisations during the year
£89m
Cash invested during the year
£188m
Gross Portfolio fair value movement during the year*
* The above figures contain alternative performance measures (“APMs”) –
see Note 35 for a reconciliation of APMs to IFRS measures.
Core Portfolio breakdown
24
ANNUAL REPORT FY26
Portfolio review
continued
£59.4m
£59.4m
£62.8m
£62.8m
£70.8m
£70.8m
£71.2m
£71.2m
£83.6m
£83.6m
£101.0m
£101.0m
£114.7m
£114.7m
£175.2m
£175.2m
£50m
£50m
£25m
£25m
£75m
£75m
£100m
£100m
£125m
£125m
£150m
£150m
£175m
£175m
£200m
£200m
FY26 Fair Value
Fair Value as at 31 March 2025
Investments
Realisations
Fair Value increase
Fair Value decrease
Both sides of the fan graph have different axis
MOLTENVENTURES.COM
25
STRATEGIC REPORT
£10.5m
£10.5m
£13.6m
£13.6m
£14.9m
£14.9m
£15.1m
£15.1m
£29.9m
£29.9m
£34.5m
£34.5m
£38.7m
£38.7m
£38.9m
£38.9m
£39.7m
£39.7m
£40m
£40m
£30m
£30m
£20m
£20m
£10m
£10m
FY26 was a year of strong portfolio performance, disciplined capital deployment
and continued delivery on realisations. Gross Portfolio Value (“GPV”) increased to
£1,525 million (31 March 2025: £1,367 million), driven by £172 million of fair value
growth (13% of opening GPV, excluding foreign exchange). Foreign exchange
contributed a further £16 million uplift, driven primarily by our Euro exposure and
partially offset by US Dollar and other non-Sterling denominated investments.
Overview
Our portfolio valuations process continues to follow the IPEV
Guidelines, reflecting both public market comparables and pricing
in recent funding rounds. Fair value increased by £172 million (13% of
opening GPV), comprising £297 million of uplifts and partially offset by
£123 million of reductions. Growth was led by the Core Portfolio, with
strong contributions from ICEYE, Revolut, Ledger and Riverlane on the
back of new funding rounds and continued commercial momentum,
partially offset by reductions in Coachhub and Schüttflix. Portfolio
companies collectively raised more than $3.75 billion during the year.
Our activities in the year
Disciplined portfolio management remains a defining feature of
how we operate. During FY26 we deployed £89 million from the Plc
balance sheet (FY25: £73 million), with a further £22 million invested
through our managed EIS and VCT funds. Capital was directed into
a focused set of new investments, selective follow-on rounds in
companies hitting clear inflection points, and into our Secondary
strategy where we continue to find attractively priced exposure to
high-quality assets with shorter paths to liquidity.
Follow-on investments
Company
Stage
Sector
What they do
Why we are excited
Growth
Energy &
Climate
Building the global standard for
benchmarking and forecasting
electrification assets, with battery and
solar forecasts used by major asset
owners, operators and financiers
across Europe, North America
and APAC.
Molten led a £25 million Series B
round, investing £12.5m as a follow-on.
Billions of dollars of assets are now
being underwritten, operated and
valued using Modo’s data a structural
opportunity that scales with global
renewable deployment. Modo
advanced into the Core Portfolio during
the year.
Growth
Consumer
Technology
Pioneering drone delivery operator
with a full-stack approach to last-mile
logistics, live in Dublin, Texas and
Helsinki, with partnerships including
Deliveroo, Just Eat and Wolt.
Follow-on capital to support
international scale-up. Manna also
moved into the Core Portfolio during
the year following its successful Series B.
Growth
Enterprise
& SaaS/
Fintech
Banking and insurance product
development platform enabling
financial institutions to launch and
modernise products faster.
A £2.2 million follow-on supporting
a highly disruptive, AI-fluent product
engine that allows banks and insurers to
modernize their technology stack.
Growth
Energy &
Climate
Carbon credit ratings agency
providing independent assessments
of project quality, with ratings now
available on 40+ platforms including
Bloomberg.
Continued conviction following BeZero’s
appointment by the Swiss Government
to assess carbon credits for national
climate targets — one of the strongest
external validations of its position as a
reference standard.
Growth
HealthTech
A company at the intersection of
immunology and data science
decoding the human immune system
using AI and deep, systems-level
immune profiling.
Follow-on capital to accelerate an
AI-driven map of the human immune
system, unlocking breakthroughs in
precision medicine.
Follow-on investments coverage for those above £1.5 million.
26
ANNUAL REPORT FY26
Portfolio review
continued
Core Portfolio
Fund Investments
Emerging Portfolio
The Core Portfolio comprises 17 companies representing the majority of our Gross Portfolio Value at 31 March 2026. Across this cohort,
revenue grew by 40% in FY26, with average gross margins of approximately 70% (excluding ISAR Aerospace as a pre-revenue company),
confirming that the Core continues to combine high growth with strong unit economics. Cash positions remain healthy: 88% of Core
companies are funded for at least 12 months and seven are now profitable, underpinning the maturity and resilience of this cohort.
The Core Portfolio drove the majority of the £172 million fair value uplift recorded in the year, with £210 million contributing to fair value
growth. Modo Energy and Manna joined the Core Portfolio following successful Series B rounds, illustrating the funnel from Emerging to
Core that is central to our portfolio construction model. Freetrade and Lyst exited the Core through full realisations.
The direct Emerging Portfolio spans a broad range of early to growth-stage technology companies that the team actively support. The best
performing emerging companies become the Core Portfolio, as evidenced by the strong funding rounds for Modo Energy and Manna
now entering the Core.
Selected highlights:
•
BeZero:
Carbon ratings now available on 40+ platforms (including Bloomberg) and 100+ enterprise clients. Following their FY25 Series
C, BeZero was appointed by the Swiss government to assess credits for national climate targets.
•
Deciphex:
secured full UKAS accreditation for its histopathology laboratory, and advanced its AI-driven platforms to improve
efficiency of pathologist review in research and clinical practice.
•
Sightline Climate:
Market intelligence for the climate economy, with growing corporate and investor demand.
•
RenewRisk:
CAT risk models for renewable energy infrastructure, addressing a clear gap in the insurance and project finance markets.
Our Fund Investments capture exposure to our Fund of Funds programme, Earlybird, and our Secondary strategy. Together they
contributed £17 million of fair value growth in FY26 providing diversified exposure to the broader European venture ecosystem alongside
our direct portfolio.
Fund of Funds programme
Since 2017 we have built a diversified seed Fund of Funds programme of over 80 funds. Total commitments at 31 March 2026 stand at
£157 million, of which £130 million has been drawn; the remaining £27 million is expected to draw over the next three to five years. We
continue to back the leading existing and new seed fund managers offering the best insight and breadth across the European ecosystem,
having already committed to 6 new funds.
During the year, Molten completed the acquisition of the remaining syndicated interest in its Fund of Funds programme. Full ownership
consolidates the programme under a single decision-making structure, simplifies the distribution waterfall and ensures all future fair value
growth flows directly to the Group. It also enhances our ability to engage strategically with the underlying fund managers, deepening
access to proprietary deal flow and co-investment opportunities, while preserving optionality to pursue value-enhancing transactions
across the portfolio as market conditions evolve.
Secondary strategy
Our Secondary strategy continued to scale during FY26 and is now supported by a dedicated team established during the year to build
on Molten’s track record of acquiring high-quality assets and portfolios with nearer-term realisation opportunities. During the financial year
Molten committed £15 million to Speedinvest Continuation Fund I, providing attractively priced exposure to a diversified portfolio of high-
quality, later-stage Central European technology companies with a shorter timeline to liquidity.
Cumulative realised proceeds from Molten’s secondary positions now exceed £200 million, with a distribution-to-paid-in capital multiple
of over 1.7x and a TVPI of over 2.3x.
MOLTENVENTURES.COM
27
STRATEGIC REPORT
Realisations
FY26 realisations totalled £120 million in cash proceeds (FY25: £135 million), delivered at an average 3.0x multiple on invested capital. All
cash realisations were completed at or above carrying value, validating the discipline of our valuation approach. Total cash realisations since
IPO now exceed £780 million.
Confirmed FY26 realisations
Company
Cost (£m)
Proceeds (£m)
Gross MOIC
Revolut (partial)
2.1
45.6
21.0x
ICEYE (partial)
1.4
17.5
12.9x
Freetrade (full)
14.0
20.4
1.5x
Lyst (full)
13.2
9.4
0.7x
Teraview (full)
0.1
5.1
51.0x
Fund realisations and secondaries
4.6
13.8
—
Other realisations (<£2m)
5.5
7.8
—
Total FY26 realisations
41.8
119.6
3.0x
Realisations as a percentage of opening GPV equate to 9%, broadly in line with our annual through-the-cycle target of 10%.
Andrea Kerwat, Head of Portfolio Development
hosts panel with Cynthis Vega, Kantar and Mihkel
Jaatma, CEO of Realeyes at Molten’s Corporate
Innovation Day.
28
ANNUAL REPORT FY26
Portfolio review
continued
Defensibility in the age of AI
Sector and subsector review
Molten’s portfolio is constructed across four core sectors, Enterprise;
Hardware and Deeptech; Consumer Technology; and Digital Health,
with thematic exposure across fintech, cybersecurity, quantum,
energy and climate, spacetech. With £1.5 billion in Gross Portfolio
Value and over £1 billion spread across these key subsectors. We see
AI as an accelerant of our existing strategies, not a threat to it, and our
diversified portfolio construction is designed to deliver resilience
through cycles.
A framework for evaluating AI exposure
In our March 2026 thought piece, we set out how we think about AI as
investors: whether it shrinks the markets companies operate in, expands
them, or redistributes who captures value within them. That framework
shapes how we read the portfolio. The businesses AI threatens most
are those whose core product is a workflow it can now approximate
for a fraction of the cost. That is a real and specific category. It is not a
description of how we have built this portfolio.
How we think about it
For every business we hold, we assess vulnerability and opportunity
independently, across workflow replication risk, foundation model
absorption, pricing pressure, and the defensibility of the company’s
data and infrastructure. The net of those assessments, done company
by company, drives our view.
Approximately 75% of the direct investment portfolio, being the
Core and Emerging, sits in businesses we assess as net beneficiaries
of AI, either structurally amplified by it or carrying a durable tailwind.
A further 15% relates to companies where we identify real but
manageable headwinds; these receive proportionally greater active
management focus. The remainder sits in businesses where AI is not,
at this time, a material factor either way. We include the full spectrum
of outcomes precisely because we take risk seriously, and because
honesty about where the headwinds exist is a prerequisite for
managing them.
Backing the enabling layer
A consistent strand of our approach is to gain exposure to a powerful
technology theme not by betting on which application wins, but by
owning the infrastructure and enabling layer the entire theme has to
run on.
The pattern recurs across the portfolio. Ledger provides the security
layer that gives us exposure to crypto and blockchain without a view
on any single token or protocol. Riverlane builds the error-correction
software quantum computing cannot scale without, our way to invest
in the quantum thematic at the layer every approach depends on.
Thought Machine and Form3 are the critical infrastructure of modern
banking, core ledger and payments rails so deeply integrated that the
switching cost is operational, not commercial. Aiven is the enabling
middle layer developers build on. And Deciphex is the vertical-specific
infrastructure for pathology, embedded in a regulated market where
trust is earned over years.
AI is simply the latest, and largest, theme to follow this logic. Every
organisation deploying AI agents at scale hits the same problems
immediately: who authorises what the AI does, and what happens
when it touches sensitive data or initiates a transaction. These are not
future problems, they are the bottlenecks engineering teams are
hitting now, and they do not go away regardless of which foundation
model wins. AI did not create them; it made them more urgent. The AI-
powered banking products being built today will run on infrastructure
like Form3’s and Thought Machine’s, not replace it.
There is also a structural tailwind most commentary underweights.
Inference now accounts for 80 to 90% of total AI compute costs over
a model’s lifetime, a sharp reversal of the assumption that training was
the dominant expense, and AI costs grow with every query. This is
precisely where we expect the next wave of durable AI value to accrue:
not in the models, but in the enabling layer that makes them usable,
governable, and affordable at scale.
The build vs. buy question
The companies operating at the application and vertical layer prompt
the most questions, and some scrutiny is fair. AI lowers the cost of
building a credible first version of almost anything, but not the cost of
running a production-grade system in a regulated environment over
time, the reality in which FintechOS operates. And what the best vertical
software companies sell is not automation but proprietary ground truth.
RavenPack’s structured financial dataset is the retrieval layer on which
AI-powered financial decision-making depends, and as AI scales its
value grows because models need a reliable source of truth; BeZero
applies the same principle in carbon markets. SimScale, meanwhile,
illustrates genuine market expansion, physics-grade simulation, once
affordable only to the largest firms, is now within reach of a mid-market
that did not exist at scale before. That is not a threat; it is the market
arriving.
From 1 to 10
AI has compressed the cost of going from zero to one. Going from
one to ten is a different problem. Domain expertise takes years to
accumulate, institutional trust is earned through consistent delivery,
regulatory relationships require years of certification, and proprietary
datasets compound with every data point. These define the businesses
we back, and are precisely the things AI cannot shortcut. The founders
we invest in are not worried about AI taking their business; they are
using it to widen a lead they have already spent years building, and that
is the portfolio we intend to keep building.
MOLTENVENTURES.COM
29
STRATEGIC REPORT
Space and European
sovereignty
Sector and sub-sector review
Two interlinked themes, space and European technology sovereignty,
are among the clearest sources of structural tailwind for the European
venture ecosystem in which Molten operates.
Space: from frontier to strategic
infrastructure
Space has emerged as a focal point on the geopolitical stage, in terms
of both economic prosperity and strategic importance. The European
Space Agency approved a record €22 billion budget for 2026–2028,
a more than 30% increase, explicitly aimed at strengthening Europe’s
strategic autonomy in space technologies and missions.
Molten’s space exposure is anchored by investments across the Core
and Emerging Portfolio holdings:
•
ICEYE (£101m fair value, 12.95x MOIC), is the world’s leading SAR
small-satellite operator, increasingly contracted by European and
allied governments for sovereign intelligence, surveillance and
reconnaissance capabilities. ICEYE’s data is increasingly viewed as
critical national infrastructure.
•
ISAR Aerospace (£39.7m fair value, 25.1x MOIC): sovereign
European launch capability. With its first test flight completed and
signed commercial contracts, ISAR is among the most credible
European answers to the strategic problem of dependency on
non-European launch providers.
•
SatVu (£1m fair value, 1x MOIC): a British Earth observation
company that captures high-resolution infrared thermal imagery
from space. The company stands out by offering both still thermal
images and up to 60-second video capabilities at a 3.5-meter
resolution.
Together, these holdings give Molten exposure to both the
downstream services layer (data, intelligence) and the upstream access-
to-orbit layer that underpins it, a vertically resilient position in a sector
where European demand is both strategically driven and structurally
underserved.
European sovereignty as a structural
tailwind
The response to European Sovereignty has catalysed a genuine
reindustrialisation agenda. The capital backdrop is unprecedented. An
estimated €1.5 trillion of incremental investment is set to be deployed
across European defence, energy, industry and technology by 2035,
with EU defence spending alone on track to reach 2.5% of GDP.
In the UK, the Mansion House Accord and broader efforts to increase
domestic institutional participation in growth capital reinforce the same
direction of travel, a deeper, more sovereign European capital base for
the technologies that matter most.
We believe Europe is particularly well placed for this moment. Its
engineering culture runs deep; its regulatory frameworks create fertile
ground for security and compliance innovation.
Mapping the portfolio to European
sovereignty
Sovereignty pillar
Portfolio exposure
Space & defence-adjacent
intelligence
ICEYE, ISAR Aerospace, SatVu
Cybersecurity & secure
compute
Binalyze, Ledger
Critical financial infrastructure
Form3, Thought Machine,
Revolut
Energy transition & industrial
decarbonisation
Modo Energy, BeZero,
RenewRisk, Sightline Climate
Quantum & frontier compute
Riverlane
Trusted enterprise data & AI
infrastructure
RavenPack, General Index
Isar Aerospace
SatVu
ICEYE
30
ANNUAL REPORT FY26
Meet the newest companies in the portfolio
We’re excited to welcome five exceptional new companies to our portfolio, each
tackling a distinct challenge. From Duel’s customer advocacy platform and General
Index’s data-driven commodity pricing, to PolyModels Hub’s biopharma digitisation
tools, and MAIA Technology’s modern investment operating system, we couldn’t be
more excited about what they’re building.
Brand Advocacy Platform for consumer retail brand
Sector: Cloud, enterprise & Saas
Molten co-led $16m Series A in
September 2025
Energy pricing provider for global commodity markets
Sector: Cloud, enterprise & Saas
Molten led $10m Series A extension round in
October 2025
Empowering investment managers with cloud-native
portfolio management
Sector: Cloud, enterprise & Saas
Molten led £4m Series A round in January 2026
Speeding up drug development with smart automation
Sector: Digital Health
Molten led $25m Series B in December 2025
MOLTENVENTURES.COM
31
STRATEGIC REPORT
MOLTENVENTURES.COM
31
32
ANNUAL REPORT FY25
Gross Portfolio Value progression
Total
Decrease
Increase
£1,367m
£89m
(£120m)
£16m
£210m
(£54m)
£17m
£1,525m
NAV –
31 March 26
Fair Value –
Fund Investments
Fair Value –
Emerging
Fair Value –
Core
Foreign
Exchange
Realisation
Investments
NAV –
31 March 25
£1,000m
£1,100m
£1,200m
£1,300m
£1,400m
£1,500m
£1,600m
Gross Portfolio Value breakdown
Core Portfolio fair value split by sector
Deeptech & Hardware
Enterprise Technology
Consumer Technology
£309m
£186m
£480m
£975m
Emerging portfolio fair value split by sector
Deeptech & Hardware
Enterprise Technology
Consumer Technology
Digital Health
£35m
£54m
£29m
£104m
£222m
The Gross Portfolio Value progression represents the cash invested and realised during the year, along with the fair value increase and reductions
which net to a gross fair value movement of £172 million, excluding the foreign exchange reduction on the portfolio.
Our Gross Portfolio Value can be broken down by our Core, which makes up 64% of the fair value, our direct emerging portfolio and fund
investments. Our Core and emerging portfolio are diversified across our target sectors.
32
ANNUAL REPORT FY26
Portfolio review
continued
Emerging
Core
Fund Investments
£222m
£328m
£975m
£1,525m
MOLTENVENTURES.COM
33
STRATEGIC REPORT
70 %
Average gross margin for the Core Portfolio in
2025, excluding pre-revenue companies.
41 %
Percentage of Core companies achieving
profitability in FY2026, excluding pre-revenue
companies.
11 years
Average age of Core Portfolio company
5 years
Average age of Core Portfolio investment
Our Core portfolio have been held for an average of 5 years and have been in existence for an average of 11 years. They are increasingly mature
businesses which have achieved significant levels of recognition and success.
MOLTENVENTURES.COM
33
STRATEGIC REPORT
£26m
£9m
£23m
£50m
£23m
£49m
£14m
£28m
Fintech
Crypto & Blockchain
Energy Transition
Healthcare
DeepTech
Enterprise Tech
Cybersecurity & data privacy
Other
£222m
Fair value by subsector
Total Addressable Market 2026 to 2030
Healthtech and the energy transition are two core investment themes for Molten, with
investments in companies such as IMU Biosciences, Deciphex, General Index and BeZero.
Total addressable market (“TAM”) is a commonly used indicator of a market’s potential size.
CAGR*~22%
$114bn
➜
$267bn
CAGR ~25-35%
$5bn
➜
$15-25bn
Healthtech
Energy
Transition
Molten’s Emerging Portfolio represents 15% of the GPV.
* compounded annual growth rate
The Molten Ventures Core portfolio is made up of 17 companies,
representing 64% of the Gross Portfolio Value.
Revolut is a global digital bank offering
accounts, cards, payments, currency
exchange, crypto, and investments
through a single app, serving over
70 million customers worldwide.
Updates from the Year
Reported record profit of $2.3bn for 2025
as revenue surged to $6bn; launched UK
operations, after being awarded its UK
banking licence in March 2026 enabling
broader regulated services; filed U.S.
bank charter application and named new
U.S. CEO in March 2026; launched full
banking operations in Mexico in January
2026; became Global Partner and Official
Back of Shirt Partner of Manchester City
in February 2026; unveiled Audi Revolut
F1 Team partnership with co-branded
cards and fan benefits ahead of March
2026 debut; rolled out Revolut Business
Titan plan in UK with 10GB global data
and premium subscriptions in March 2026;
secured organisation authorisation in Peru
to incorporate as a bank in April 2026
(announced 1 April).
Why are we excited about them?
Revolut is building something structurally
distinct from traditional banking: a globally
scaled financial platform designed not to
improve on legacy infrastructure, but to
make it unnecessary.
The opportunity extends well beyond
payments or consumer accounts. Across
hundreds of millions of users, Revolut
is accumulating a proprietary graph of
financial behaviour that AI is turning
into customer intelligence incumbents
cannot easily replicate. That advantage
compounds over time.
As financial services shift toward platform
models, Revolut is well-positioned to
become the layer on which payments,
credit, investing, and business services
are delivered at scale. We see this as a
genuine category-defining opportunity.
Location:
Paris,
France
Year Invested:
2018
Sector:
AI, Deeptech &
Hardware
Subsector:
Cybersecurity
UN Sustainable Development Goals Mapping:
Ledger provides industry-leading
hardware wallets and software for
securely buying, storing, and managing
cryptocurrencies and NFTs, protecting
users from sophisticated cyber threats
and hacks.
Updates from the Year
The company introduced Ledger
Enterprise HSM On-Premise for
institutional clients and launched
tokenized investment strategies with
partner Midas in March 2026. Ledger
opened a New York City office to scale
U.S. expansion in March 2026. The
company also announced a partnership
with Tangany for securing institutional
settlement in April 2026.
Why are we excited about them?
Ledger holds a structural position in
digital asset security that will be difficult
to replicate as on-chain infrastructure
matures. When central banks deploy
digital currencies, institutions tokenise
securities, and governments move
treasury management on-chain, the due
diligence burden will favour proven
providers over new entrants.
Ledger’s moat is not hardware alone. It is
proprietary secure element technology,
a decade of institutional trust, and a
platform already validated at both
consumer and institutional scale. That
combination is rare.
In an environment where AI accelerates
software vulnerabilities, hardware-rooted
security becomes foundational rather
than optional. We believe Ledger is
well-positioned to be the security layer
that the next generation of financial
infrastructure is built on.
Location:
London,
UK
Year Invested:
2018
Sector:
Consumer
Subsector:
Fintech
UN Sustainable Development Goals Mapping:
34
ANNUAL REPORT FY26
Portfolio review
continued
CoachHub empowers organizations
to deliver personalized, scalable, and
measurable coaching programs, unlocking
the potential of employees at every level
and driving real business results.
Updates from the Year
CoachHub launched AIMY 1.0 in February
2025, an AI coaching solution developed
in collaboration with Microsoft, making
coaching accessible to employees
across all levels. The platform was built
on validated coaching frameworks
established by CoachHub’s Science
Council and the International Coaching
Federation. In November 2025, the
company unveiled AIMY 2.0, just five
months after the initial launch, with 60
global enterprises adopting the hybrid
AI coaching model. The enhanced
version features more sophisticated
personalisation and contextual
understanding, positioning CoachHub as
a leader in AI-powered coaching at scale.
Why are we excited about them?
As AI absorbs more routine work, human
judgment and adaptability become
the differentiators that organisations
cannot automate. Investing in people
development is shifting from discretionary
to strategic.
CoachHub’s thesis is well-constructed:
coaching delivered as software scales
in ways a consulting model cannot, and
the data generated across thousands
of enterprise sessions has the potential
to become a genuinely valuable asset
over time.
The platform makes personalised
coaching accessible beyond the executive
layer, which matters as skills obsolescence
accelerates across every function. The
market opportunity is real and the
structural tailwinds are clear.
We are working closely with the team
to sharpen execution and demonstrate
measurable outcomes at scale
Location:
Paris,
France
Year Invested:
2016
Sector:
Cloud, Enterprise
& Saas
Subsector:
Telecomms
UN Sustainable Development Goals Mapping:
Location:
Berlin,
Germany
Year Invested:
2020
Sector:
Cloud, Enterprise
& Saas
Subsector:
EdTech
UN Sustainable Development Goals Mapping:
Aircall is a leading cloud-based
phone system, trusted by over
20,000 businesses globally. Their AI-
powered platform transforms business
communications, automating repetitive
tasks, optimizing call routing, and
delivering actionable customer insights.
Updates from the Year
Aircall was named HubSpot’s 2025
Co-selling Partner of the Year for the
third consecutive year and designated
a Premier partner in HubSpot’s newly
launched Technology Partner Program
in February 2026. The company was
recognized as Best for Integrations in
Software Advice’s 2026 Call Centre
Software report in March 2026. Aircall
launched AI Assist Pro, offering real-time
AI coaching and workflow efficiency
tools, in July 2025. The company unveiled
AI Voice Agent to help businesses handle
calls 24/7 in April 2025 and integrated
WhatsApp into its platform in June
2025. Aircall expanded its partnership
with Unlimited Tech Solutions in March
2026.
Why are we excited about them?
Voice remains one of the few enterprise
workflows yet to be meaningfully
digitised, and Aircall is well-positioned
to own that transition. As AI converts
calls from ephemeral conversations into
structured data and autonomous action,
the platform routing those calls becomes
the value layer.
Aircall is not a casualty of the AI shift. It
is the infrastructure AI voice agents run
on. With 20,000 businesses already on
the platform, a growing data flywheel
reinforces model quality, improves
routing, and deepens retention
over time.
The business is operationally disciplined,
scaling profitably while maintaining
strong retention metrics. We see a
credible path to Aircall becoming the
default voice infrastructure layer for
enterprise.
MOLTENVENTURES.COM
35
STRATEGIC REPORT
ICEYE operates the world’s largest
synthetic aperture radar (SAR) satellite
constellation, providing near real-
time, high-resolution Earth monitoring
for disaster response, insurance, and
government.
Updates from the Year
ICEYE announced its unaudited 2025
financial results on 12 March 2026,
reporting revenue exceeding €250
million, profitability surpassing €100
million, and a backlog of €1.5 billion. The
company doubled in 2025 and expects
similar growth in 2026. In December
2025, ICEYE secured €150 million in
new financing led by General Catalyst,
valuing the company at €2.4 billion. The
company established a joint venture
with Rheinmetall in November 2025,
Rheinmetall ICEYE Space Solutions, which
secured a major multi-billion contract from
the German Armed Forces in December
2025 running through 2030. ICEYE
signed a procurement contract with IHI
Corporation in October 2025 to build an
Earth observation satellite constellation for
Japan. The company launched four new
Generation 4 satellites in March 2025 and
announced partnerships with the Swedish
Armed Forces in January 2026.
Why are we excited about them?
Most Earth observation companies sell
images. ICEYE is building something
closer to a live, continuously updated
record of the physical world, and that
difference is what makes the business
compelling.
The core advantage is time. Every satellite
pass adds another layer to an archive
that grows more valuable the longer it
runs. A competitor launching the same
constellation today would still be years
behind, because ICEYE’s data has already
been collected and cannot be recreated
from scratch.
For customers making high-stakes
decisions around flood risk, infrastructure,
or defence, access to that historical depth
is what makes the product essential rather
than useful. The radar technology also
works through cloud cover, darkness, and
poor weather, where optical satellites go
dark entirely.
Location:
London,
UK
Year Invested:
2019
Sector:
Cloud, Enterprise
& Saas
Subsector:
Fintech
UN Sustainable Development Goals Mapping:
Thought Machine’s Vault platform gives
banks full control to build, launch, and run
any financial product or payment scheme,
replacing legacy infrastructure with
modern, cloud-native technology.
Updates from the Year
Thought Machine announced strategic
partnerships throughout the period to
expand its cloud-native banking platform.
In April 2025, the company partnered
with Unisys to provide end-to-end core
and branch banking solutions integrating
artificial intelligence and biometric
security features. In June 2025, Thought
Machine launched a joint solution with
DXC Technology to accelerate digital
transformation for small and midsize
banks, offering managed services for
legacy core system modernisation. In
August 2025, HCLTech and Thought
Machine partnered to accelerate AI
and cloud-led transformation of banks.
General Bank of Canada selected Thought
Machine in October 2025 for core banking
system modernisation using Vault Core,
and Banco Industrial’s Zigi has used
Thought Machine to advance its digital
platform. In January 2026, Thought
Machine joined the Mastercard Crypto
Programme.
Why are we excited about them?
The legacy systems and IT architectures
that are still used by many banks are
maintained at great cost but still have
a limited future and will need root and
branch replacement. Thought Machine
provides the means to do that and is
building a position as the technology
leader in this space. Additional drivers of
change that are accelerating the take up
of new, forward looking IT architectures
as provided by Thought Machine are the
rise of regulated neo-banks (who do not
have the historical baggage of legacy IT
infrastructure), new product launches and
initiatives including embedded finance,
banking-as-a-service, and AI-native
financial tools.
What separates Thought Machine
from a conventional vendor is what
its architecture makes possible for the
teams building on top of it. Thought
Machine’s product Vaults cloud-native,
API-first foundation allows existing and AI
capabilities to be integrated rather than
engineered from scratch. In practice, that
compresses both the time and the talent
required to bring the next generation of
financial products to market.
Location:
Espoo,
Finland
Year Invested:
2018
Sector:
AI, Deeptech &
Hardware
Subsector:
SpaceTech
UN Sustainable Development Goals Mapping:
36
ANNUAL REPORT FY26
Portfolio review
continued
Sector:
Form3 provides an enterprise-grade,
cloud-native payments platform, enabling
banks and fintechs to process payments
in real-time, across multiple schemes, with
unparalleled reliability and scalability.
Updates from the Year –
Form
3
secured additional funding with
investment from BlackRock in January
2026 to accelerate product development
and growth in the US market. The
company expanded its strategic
partnership with SumUp to bring real-time
SEPA payments to millions of European
small businesses. Form3 also delivered its
Verification of Payee compliance solution
for Mollie in January 2026, and separately
signed IFX Payments for its Verification of
Payee solution ahead of the October 2025
Instant Payments Regulation mandate.
The company won the Best Technology
Integration Award in partnership with
Nationwide at the Card and Payments
Awards 2025. Form3
also announced
integration with IBM Cloud for Financial
Services to bring instant payments
capabilities to the platform.
Why are we excited about them?
Payment infrastructure is one of the last
places enterprises take risks, which is
precisely what makes Form3’s position so
defensible. Their cloud-native, real-time
payments platform sits at the core of some
of the UK’s largest banks, with switching
costs defined by regulatory complexity
and years of integration work.
What compounds that position is data.
Every transaction processed enriches
Form3’s fraud signals, settlement patterns,
and anomaly detection, creating a
feedback loop that deepens with scale.
With a strong foothold in the UK’s
emerging account-to-account payments
fabric, a growing US presence through
channel partnerships, and consistent
ARR growth, Form3 is mission-critical
infrastructure at the centre of a structural
shift to real-time payments globally.
Aiven delivers fully managed, open
source data infrastructure on all major
clouds, enabling developers to deploy,
manage, and scale their data systems
quickly and securely.
Updates from the Year
Aiven announced a strategic partnership
with Ververica in June 2025, enabling
companies to monetize their real-time
data through combined streaming
capabilities. On the product front, Aiven
launched a Free Tier for Apache Kafka in
late 2025, marking a significant move to
make managed Kafka accessible at zero
cost. In February 2026, the company
released OpenSearch version 3 (3.3.2) on
its platform shortly after the upstream
release. Additionally, in March 2026,
Aiven introduced automated, zero-
downtime KRaft migrations, allowing
customers to upgrade from ZooKeeper
to KRaft seamlessly following Kafka 4.0’s
deprecation of ZooKeeper support. In
December 2025, Aiven also launched
Valkey JSON module support on Aiven
for Valkey.
Why are we excited about them?
Open source has effectively won the data
infrastructure wars. Kafka, ClickHouse,
PostgreSQL, and OpenSearch are the
tools that the world’s best engineering
teams reach for, not because they are
free, but because they are genuinely
superior to proprietary alternatives. The
challenge is that operating them reliably
in production, across multiple cloud
environments and at enterprise scale,
demands a level of resource that most
organisations cannot sustain.
That is the problem Aiven solves,
making the best open source data tools
available as simply and seamlessly as a
utility. As data volumes continue to grow
and multi-cloud architectures become
the norm, the operational complexity
Aiven removes only becomes more
pronounced. We believe the real
value to customers isn’t just recovered
engineering time, it’s the ability to
redirect that capacity toward work that
genuinely differentiates their business.
Location:
Helsinki,
Finland
Year Invested:
2018
Sector:
Cloud, Enterprise
& Saas
Subsector:
AI & Data, Cloud
UN Sustainable Development Goals Mapping:
Location:
London,
UK
Year Invested:
2018
Sector:
Cloud, Enterprise
& Saas
Subsector:
Fintech
UN Sustainable Development Goals Mapping:
MOLTENVENTURES.COM
37
STRATEGIC REPORT
Location:
Marbella,
Spain
Year Invested:
2017
Sector:
Cloud, Enterprise
& Saas
Subsector:
Fintech
UN Sustainable Development Goals Mapping:
RavenPack transforms unstructured data
into actionable insights for financial
institutions, enabling better investment,
risk, and compliance decisions through
advanced analytics and AI.
Updates from the Year
Ravenpack’s major new product
“BigData” hit the market in 2025 and has
delivered very meaningful customers
wins and revenue in its first year from
customers integrating Ravenpack into
AI analysis and workflows. RavenPack
secured a strategic investment from FT
Ventures (Financial Times) in October
2025, alongside a landmark content
licensing agreement to integrate
premium FT content into its AI platform.
In March 2026, RavenPack partnered with
the Economist Intelligence Unit (EIU) to
integrate decades of global economic
and geopolitical research into enterprise
AI workflows. The company also
established a partnership with Preqin, a
provider of private markets data.
Why are we excited about them?
Financial markets are among the highest-
value applications for AI, and RavenPack
has spent over two decades building
the data layer to support them. Their
platform transforms unstructured news
and financial data into machine-readable
signals used by the world’s largest banks,
hedge funds, and asset managers. That
proprietary, time-series dataset takes
decades to accumulate and grows more
valuable as institutions accelerate AI
deployment across trading, risk, and
portfolio management.
Newer enterprise data products are
gaining early traction, broadening
the addressable market beyond core
quantitative finance. As AI adoption
in financial services moves from
experimentation to deployment,
RavenPack’s combination of data
depth, institutional trust, and expanding
product surface positions it as essential
infrastructure for intelligent finance.
FintechOS empowers banks and insurers
to create, onboard, and manage financial
products rapidly and cost-effectively,
using a no-code/low-code, AI-driven
platform that integrates with core
systems.
Updates from the Year
FintechOS announced FintechOS 8,
described as the world’s first Unified AI
ProductOps Platform, in November 2025
at its Elevate 2025 conference, with the
full launch set for Q1 2026. The company
reported 50% annual recurring revenue
growth and is on track to achieve 300%
year-over-year growth in US revenue,
following the onboarding of customers
including Vibrant Credit Union and
Hanscom Federal Credit Union. In
October 2025, FintechOS was recognised
in the 2025 Gartner Magic Quadrant for
Retail Core Banking Systems, Europe. The
company extended its partnership with
Fort for global cybersecurity readiness
in April 2025, and secured Microsoft
AI Certification in March 2026. The
FintechOS platform was also selected
by PwC and Microsoft for their digital
banking solution
Why are we excited about them?
Every bank and insurer looking to deploy
AI faces the same structural obstacle: data
locked in legacy systems built decades
ago. FintechOS addresses that problem
directly. Their low-code platform enables
financial institutions to build unified
data layers and launch digital products
in weeks, without replacing core
infrastructure.
That positions them as a prerequisite for
AI adoption in financial services, not a
casualty of it. Insurance is emerging as a
second major growth engine alongside
banking, with strong NRR reflecting deep
workflow integration and meaningful
switching costs. Channel partnerships
with Finastra and TechMahindra are
opening US distribution. The logic is
straightforward: before a bank can be
AI-native, it needs to be digitally modern,
and FintechOS is how they get there.
Location:
London,
UK
Year Invested:
2021
Sector:
Cloud, Enterprise
& Saas
Subsector:
Fintech
UN Sustainable Development Goals Mapping:
38
ANNUAL REPORT FY26
Portfolio review
continued
Isar Aerospace develops and
manufactures launch vehicles to provide
flexible, cost-effective access to space
for small and medium satellites, driving
European commercial space innovation.
Updates from the Year
Isar Aerospace completed its first test
flight in early 2025 and cleared final
tests for its second Spectrum launch
in December 2025, less than nine
months after the initial test flight. The
company’s second Spectrum rocket
launch from Andøya Spaceport in
Norway is scheduled. In September
2025, Isar Aerospace signed a launch
service agreement with R-Space as
part of the European Space Agency
(ESA) Marketplace programme. The
company also secured two launch service
agreements with ESA and the European
Commission as part of the Flight Ticket
Initiative, becoming the first private
European launch provider to do so. Isar
Aerospace raised additional funding
round in June 2025, bringing total
funding to $594 million. The company
has vehicles 3–7 already in production
and a new 40,000 square metre facility
near Munich opening in 2026.
Why are we excited about them?
Europe has a sovereign access to
space problem, and Isar Aerospace is
the most credible answer to it. Their
Spectrum launch vehicle is designed
from the ground up for the small satellite
market, the fastest growing segment
of the space economy, at a time when
geopolitical pressure is making European
governments and commercial operators
increasingly uncomfortable relying on
non-European launch providers. Defence
spending and long-term industrial policy
are driving that demand, not cyclical
tailwinds. What excites us most is the
team’s execution: vertically integrated
manufacturing, rapid iteration, and a
commercial mindset that mirrors what
SpaceX did to the US launch market. Isar
is building critical infrastructure at exactly
the right moment in European space
history.
Location:
Munich,
Germany
Year Invested:
2022
Sector:
AI, Deeptech &
Hardware
Subsector:
SpaceTech
Location:
Munich,
Germany
Year Invested:
2022
Sector:
Cloud, Enterprise
& Saas
Subsector:
Cloud
UN Sustainable Development Goals Mapping:
HiveMQ is an enterprise-grade MQTT
platform enabling secure, real-time,
and reliable IoT data movement,
empowering businesses to unlock value
from connected devices and drive digital
transformation.
Updates from the Year
HiveMQ announced a strategic intent
to become the leading Industrial AI
Platform in October 2025, alongside the
appointment of Barry Libert as Chairman
and CEO to implement this strategy.
The company continued to release
product updates throughout the period,
including multiple versions of HiveMQ
Edge and HiveMQ CE 2025.5. HiveMQ
published its 2026 Industrial Data & AI
Readiness Survey, highlighting adoption
trends and challenges in industrial
AI. Partner Zaether, a Stellix company,
received HiveMQ’s MQTT Innovation
Award for applying MQTT-based
solutions in regulated manufacturing
environments.
Why are we excited about them?
Every connected device needs a reliable
way to communicate with the cloud.
HiveMQ’s MQTT platform has become
the enterprise standard for doing that at
scale. MQTT is the de facto protocol for
IoT messaging, and HiveMQ built the
dominant commercial implementation,
deeply embedded in mission-critical
systems across industrial manufacturing,
energy, and logistics.
The platform was developed in some
of the most demanding production
environments in the world, and that
heritage is reflected in software
designed for real-world conditions rather
than controlled ones. With IoT device
deployments continuing to accelerate
and the industrial data economy still in its
early stages, HiveMQ occupies a critical
layer of the infrastructure stack.
HiveMQ’s strategic direction is to build
upon Data Streaming with the addition of
Data Intelligence and Agentic AI.
STRATEGIC REPORT
MOLTENVENTURES.COM
39
Riverlane is developing Deltaflow, the
quantum error correction stack that
enables quantum computers to scale and
tackle problems intractable for classical
supercomputers.
Updates from the Year
Riverlane published a Quantum Error
Correction (QEC) Technology Roadmap
in March 2026, which the company states
could accelerate quantum computing’s
path to utility-scale by three to five
years. In December 2025, Riverlane
scientists published research in Nature
Communications demonstrating how its
Local Clustering Decoder (LCD) enabled
quantum computers to improve speed,
accuracy and throughput, allowing
them to perform one million error-
free operations with four times fewer
qubits. The company also published a
hardware decoder for real-time quantum
error correction in December 2025,
with Deltaflow 3 expected in late 2026
to introduce streaming capabilities for
continuous, real-time error correction.
Riverlane released a report highlighting
the scale of the quantum error
correction challenge, noting that global
government funding for quantum
computing has reached approximately
$50 billion.
Why are we excited about them?
Riverlane published a Quantum Error
Correction (QEC) Technology Roadmap
in March 2026, which the company states
could accelerate quantum computing’s
path to utility-scale by three to five
years. In December 2025, Riverlane
scientists published research in Nature
Communications demonstrating how its
Local Clustering Decoder (LCD) enabled
quantum computers to improve speed,
accuracy and throughput, allowing
them to perform one million error-
free operations with four times fewer
qubits. The company also published a
hardware decoder for real-time quantum
error correction in December 2025,
with Deltaflow 3 expected in late 2026
to introduce streaming capabilities for
continuous, real-time error correction.
Riverlane released a report highlighting
the scale of the quantum error
correction challenge, noting that global
government funding for quantum
computing has reached approximately
$50 billion.
SimScale is a cloud-native simulation
platform enabling engineers worldwide
to run high-fidelity simulations for
fluid dynamics, thermodynamics, and
structural mechanics directly in their
browser.
Updates from the Year
Over the past year, SimScale
strengthened its position as a leader in
AI-powered cloud-based engineering
simulation, announcing a partnership
with nTop to enable the direct import
of advanced geometry for faster
engineering simulations, launching the
general availability of advanced structural
analysis capabilities alongside Hexagon
(eliminating the need for expensive
on-site hardware), and announcing a
partnership with AI Engineering GmbH
to add advanced fluid simulation
capabilities to its platform.. In September
2025, SimScale was recognised as
a Leader by G2 (the world’s largest
software review platform), with a 96%
customer satisfaction score. In the year,
SimScale released its annual Engineering
AI Report, showing that teams using AI
for design are testing nearly 4 times as
many options as before, with AI adoption
among engineering teams nearly
doubling year-over-year.
Why are we excited about them?
Engineering simulation has historically
required expensive on-premises
software and specialised hardware,
limiting access for large enterprises.
SimScale changes that by delivering
CFD, FEA, and thermal analysis through a
browser, at a fraction of the cost.
What sharpens our conviction is the
emergence of the Engineering AI
category. SimScale’s cloud-native
architecture gives it a structural
advantage over legacy incumbents,
which are attempting to retrofit AI onto
on-premise foundations. Synopsys’
$35 billion acquisition of Ansys validates
both the strategic importance of
simulation software and the appetite
for consolidation among large players.
SimScale is building the modern, AI-first
alternative. In markets undergoing
platform transitions, the cloud-native
challenger has a strong track record of
displacing established names.
Location:
Cambridge,
UK
Year Invested:
2021
Sector:
AI, Deeptech &
Hardware
Subsector:
Deeptech,
Quantum
UN Sustainable Development Goals Mapping:
Location:
Munich,
Germany
Year Invested:
2021
Sector:
Cloud, Enterprise
& Saas
Subsector:
Software
UN Sustainable Development Goals Mapping:
40
ANNUAL REPORT FY26
Portfolio review
continued
Manna operates autonomous drone
fleets delivering food and essentials
directly to homes in minutes,
revolutionizing last-mile logistics with
safe, sustainable, and scalable solutions.
Updates from the Year
Manna secured a $50 million Series B
funding round, bringing total funding
to $110 million. The company plans
to scale operations across the United
States and Europe and expects to create
400 new jobs in Ireland and the US. In
January 2026, Manna reached 250,000
drone deliveries, reporting over 100%
year-on-year delivery growth throughout
2025. During the reporting period,
Manna expanded partnerships including
a Deliveroo drone delivery launch in
Dublin in June 2025 and a UK CAA
Airspace Modernisation Support Fund
award to advance shared airspace drone
operations in Lancashire in May 2025.
Why are we excited about them?
Last-mile delivery is among the most
expensive and carbon-intensive parts
of the supply chain, and ground-based
logistics has no obvious fix. Manna is
building the alternative: a drone delivery
network that is faster, cheaper per
delivery at scale, and significantly cleaner
than any road-based equivalent.
What distinguishes Manna is the
commercial infrastructure around the
technology. Live partnerships with
DoorDash, UberEats, Just Eat, and
Deliveroo provide distribution that would
take years to replicate, with aggregators
already driving a growing share of
order volume. EASA and IAA approvals
are in place, and US market access is
progressing faster than anticipated.
Manna sits at the centre of a $43 billion
aggregator market, owning the delivery
layer that none of them want to build
themselves.
N26 is a fully digital bank offering
personal and business accounts, cards,
and money management via a mobile
app, making banking simple, transparent,
and accessible for millions worldwide.
Updates from the Year
N26 announced significant leadership
changes: co-founder and co-CEO
Maximilian Tayenthal stepped
away from operational duties as of
31 December 2025, with CFO Arnd
Schwierholz taking over on an interim
basis. The bank appointed Mike Dargan,
currently a UBS Group executive board
member, as the new CEO effective
April 2026. In December 2025, German
regulator BaFin imposed new sanctions
on N26, ordering increased oversight
and operational limits following findings
from a 2024 special audit regarding the
bank’s business organisation. On the
product front, N26 launched N26 for
under 18s in January 2026, a kids’ debit
card designed for children aged 7 to 17,
managed through their parent’s N26 app.
Why are we excited about them?
Europe’s retail banking infrastructure
is overdue for replacement, and N26’s
cloud-native architecture gives it a
structural advantage in delivering that.
Built without legacy constraints from
day one, N26 can launch products,
enter markets, and iterate on customer
experience at a pace incumbent banks
cannot match.
That speed compounds into a broader
platform position. What began as a
current account has expanded into
investments, insurance, and embedded
financial services, deepening customer
relationships with each addition. With
over 8 million customers across 24
markets, N26 is operating at a scale
where data and retention reinforce one
another. The infrastructure advantage that
enabled early growth is the same one
that supports what comes next.
Location:
Berlin,
Germany
Year Invested:
2018
Sector:
Consumer
Subsector:
FinTech
UN Sustainable Development Goals Mapping:
Location:
Dublin,
Ireland
Year Invested:
2021
Sector:
AI, Deeptech &
Hardware
Subsector:
Consumer
UN Sustainable Development Goals Mapping:
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STRATEGIC REPORT
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41
Modo Energy provides energy market
data, benchmarking, and forecasting
tools for battery storage and renewables,
supporting investment, risk management,
and operational strategy worldwide.
Updates from the Year
Modo Energy raised a $30 million Series
B funding round led by Molten Ventures,
with participation from ETF Partners,
MMC Ventures, and Fred. Olsen Limited.
Between April 2025 and January
2026, Modo Energy delivered several
significant product enhancements to its
Terminal platform. It launched AI Analyst,
an AI assistant embedded in the Terminal,
and introduced an ERCOT nodal battery
revenue forecast and tooling to create
bankable real-time revenue forecasts
for battery energy storage systems. It
also published a new methodology for
benchmarking optimiser performance
in Australia’s NEM, supporting more
rigorous asset performance analysis.
Why are we excited about them?
Energy markets are growing in
complexity faster than most operators
and investors can manage. Grid-scale
battery storage is expanding rapidly, but
the data infrastructure to value, trade,
and optimise these assets has not kept
pace. Modo is building it.
The platform provides forecasting,
benchmarking, and analytics tools that
are becoming the default reference
point for asset owners, investors, and
utilities across the energy value chain.
Strong gross margins and a customer
base that includes Tesla, Macquarie, and
Schroders reflect both product quality
and institutional trust. With a roadmap
expanding into new geographies
and asset classes, and electrification
continuing to add complexity, the case
for a single system of record across
energy assets strengthens. Modo is
positioned to be that.
Location:
London,
UK
Year invested:
2024
Sector:
Cloud, Enterprise
& Saas
Subsector:
AI & Data
UN Sustainable Development Goals Mapping:
42
ANNUAL REPORT FY26
Portfolio review
continued
Venture capital has a compounding problem. The best founders tend to know the
best investors. The best investors tend to see the best deals. And the firms that have
spent years building genuine relationships with the European startup ecosystem are
the ones who repeatedly find themselves in the right room at the right time.
Molten’s Fund of Funds programme was built on a simple but powerful premise: that backing the right early-stage fund managers is one of the
most effective ways to access Europe’s next generation of technology companies, and to build the kind of relationships that create long-term
commercial advantage across our entire platform.
Today, that programme encompasses more than 80 funds across over 60 GPs, spanning the UK, the Nordics, the Iberian Peninsula, DACH, and
France. It is one of the largest seed fund networks in Europe. And now we are sharpening how we run it.
From Coverage to Conviction:
The Evolution of the Programme
When we launched the Fund of Funds programme, the goal was
breadth. We wanted to map the European seed ecosystem and to
understand who was backing what, where, and why. That first phase
gave us coverage across over 3,000 companies through 79 funds. It
was, and remains, a remarkable dataset.
But breadth alone is not enough. The next phase of the programme
is
about depth and selectivity. Rather than maintaining a large number of
smaller LP positions, we are moving towards a tighter network highly
specialised GP partnerships, each one chosen because they offer
something specific: a sector specialism we lack, a geography we want
to deepen, or a pipeline of companies that complements our direct
investment activity.
The relationships, data, and deal flow built through the first phase
remain invaluable. What we are doing now is making the programme
work harder, turning a broad network into a focused platform that
creates genuine commercial advantage for Molten and our partners.
How the Fund of Funds Feeds the
Wider Platform
The Fund of Funds does not operate in isolation. It is one part of a
£1.9 billion platform that spans seed-to-late stage, and its value flows
in multiple directions.
At the seed stage, our GP partnerships give us early visibility into the
companies that will become tomorrow’s growth-stage opportunities.
When a fund manager in our network backs a company at pre-seed,
we often know about it months, sometimes quarters, before it appears
on the radar of the broader market. That early insight shapes our direct
investment decisions at Series A and B, and increasingly informs our
secondaries activity.
The relationship also works the other way. As companies in our FoF
portfolio mature and their early investors seek liquidity, our dedicated
secondaries team is well placed to step in. We have already seen
this in practice where the FoF network directly surfaces secondary
opportunities that others simply cannot reach. This is the “time
machine” effect; using long-standing relationships to access later-stage
assets with the confidence of someone who has been watching from
the beginning.
There is also a data advantage. Across more than 3,000 portfolio
companies, we are building a proprietary picture of European
technology at the seed stage: what sectors are producing the most
promising companies, which geographies are underserved, and
where the capital is flowing. Combined with the qualitative insight of
our GP partners, this gives our investment teams a perspective on the
market that is genuinely hard to replicate.
Where We Are Focused
Geographically, the programme already covers the UK, Nordics,
Iberian Peninsula, DACH, and France. But we are aware of gaps.
Defence, space, energy transition, and certain areas of deep tech
remain underrepresented in our current network, and we are actively
looking for the right specialist managers in those areas.
Sectorally, our core verticals — Enterprise, Deeptech & Hardware,
Consumer and Digital health & wellness — remain central. But we are
also increasingly interested in frontier areas: quantum computing,
semiconductors, AI infrastructure, and the industrial applications
of technology that tend to mature more slowly but create durable
businesses when they do.
We are also open to emerging GPs with exceptional personal track
records who are building something genuinely differentiated. The
venture landscape is not static, and some of the most interesting
opportunities come from backing the next generation of fund
managers before the rest of the market recognises them.
What This Means Going Forward
The Fund of Funds programme has always been about more than
financial returns, though those are critically important too. It is about
building a platform of relationships, data, and deal flow that makes
Molten a better investor across everything we do. As we sharpen the
programme and deepen our key GP partnerships, we expect that
platform effect to grow.
The integration with our secondaries strategy is a natural evolution.
Two parts of Molten that have always been complementary are now
working together more explicitly, creating a feedback loop between
early-stage visibility and late-stage opportunity. This sits alongside our
core Series A and B investment activity, creating a cohesive platform
spanning seed to late stage. We are looking forward to where
that leads.
80+
Funds in our network
60+
GP partnerships
~3,000
Underlying portfolio companies
Backing the Backers: Molten’s Fund
of Funds Strategy
MOLTENVENTURES.COM
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STRATEGIC REPORT
For the past decade, much of the attention in European venture capital has been
directed at the early stages of startups, backing founders before the world knows
their name. But a quieter, and compelling opportunity has been building in plain
sight: the secondary market for late-stage European technology companies.
Molten Ventures has been investing in secondaries since 2017, deploying over £130m and generating a gross IRR of 47% on those investments.
Now, for the first time, we are opening this strategy to third-party investors through a dedicated vehicle, with a pipeline already in flight. We have
also assembled a dedicated team to lead the effort.
This piece sets out why we believe the timing is right, what makes the European opportunity distinctive, and what the launch of this strategy
means for investors.
Since 2017
A ~$2 Trillion Market That Remains
Structurally Underserved
Europe’s private technology ecosystem has grown roughly 5x since
2016, with private markets growing 17x and now representing
nearly half of the total value*. The pipeline of late-stage, high-quality
companies on the continent is deep. We estimate approximately 1,600
companies fit the late-stage profile relevant to secondary buyers.
Despite this scale, the European secondaries market remains
significantly less mature than its US counterpart. Dedicated secondary
capital focused on European venture is sparse, specialist knowledge
of individual companies is hard-won, and execution in this market
requires the kind of network and relationship infrastructure that takes
years to build.
The result is a structural pricing inefficiency. Even as the quality
of European technology companies has improved dramatically,
secondary transactions continue to price at meaningful discounts to fair
value, at various points over the past three years. This is not a distressed
market, but rather one where liquidity is sorely needed.
Molten is well
placed to solve this by leveraging the trust, information and access
developed over our 20 years in the European venture ecosystem.
*
Source: Dealroom.co (private markets, as of 30 Sep 2025; excludes biotech, debt
and grants); S&P Global Market Intelligence (public markets, as of 24 Oct 2025).
Values are based on companies headquartered in Europe.
Why Now
As private companies stay private for longer, founders, early team
members, and institutional investors increasingly face liquidity
pressure. The IPO window has been narrow. Distributions from
venture funds have slowed. Many managers are sitting on mature
portfolios that need resolution. At every level of the capital structure,
from individual employees to fund LPs, motivated sellers exist and the
urgency to transact is real.
But importantly, although liquidity needs are creating opportunities for
disciplined, well-networked buyers to access exceptional companies
at prices that reflect market friction rather than fundamental weakness,
we believe this has become structural rather than temporary.
The exit environment will improve, but the fact that companies are
staying private for longer drives a need for a liquidity solution ahead
of the full exit.
Secondaries play an important role in offering a route
to liquidity that does not require a company to go public or sell
outright. For founders and management teams, that matters: the right
secondary transaction can resolve investor tensions, reward long-
standing employees, and create the runway to keep building. Molten’s
approach is designed with this in mind.
The Molten Advantage: Platform,
Access, and Track Record
What sets Molten apart in this market is the proprietary infrastructure
we have built over more than two decades of European venture
investing. Our Fund of Funds programme spans over 80 LP
commitments across 60 GPs, giving us visibility into approximately
3,000 underlying portfolio companies across the European ecosystem.
When we evaluate a secondary opportunity, we are often already
familiar with the company, its management, and its competitive
position.
From a structural standpoint, Molten approaches secondaries across
three routes: direct secondary purchases onto a company’s cap table,
GP-led transactions through continuation vehicles, and LP secondary
purchases of fund interests. Having access to multiple entry points for
the same company creates optionality on price, timing, and structure.
Our investment criteria focus on late-stage European companies with
at least £50m in revenues, strong year-on-year growth, and a credible
path to liquidity in a target timeframe of three to five years. We target
a return of 3x or more on individual positions. From a universe of 1,600
late-stage companies, we focus down on the 30-50 category leaders
and European champions — companies we get to know well and
where our existing relationships give us a genuine edge.
Our track record speaks to the consistency of this approach. Previous
secondary purchases into companies including Trustpilot, and UiPath
demonstrate what is possible when proprietary access, and deep
sector knowledge come together.
47%
Gross IRR
£130m+
Deployed in secondaries
£220m+
Realisations
44
ANNUAL REPORT FY26
Europe’s Secondary Opportunity
Introducing the Secondaries Team
To lead this next chapter, Molten has assembled a dedicated
secondaries team: three partners who collectively bring venture
investing, fintech leadership, and scaled entrepreneurial experience to
the strategy.
Malcolm Ferguson
Partner, Secondaries
Malcolm joins Molten after more than a decade at Octopus
Ventures, where he helped scale the platform and led
investments into ManyPets, Vitesse, Opensignal, Flock, and
ByMiles. Before Octopus, he held roles at Bank of America
Merrill Lynch and GP Bullhound.
“Molten has been at the heart of European technology for more
than two decades, building trusted relationships with founders,
investors and partners across the continent. With that network,
I’m excited to lead this team and focus on great businesses that
are a little further along in their journeys, working alongside
the wider Molten team to deliver strong outcomes for everyone
involved.”
Nick Sando
Partner, Secondaries
Nick joins after six years at Octopus Ventures, where he led
the fintech investment team and oversaw around 30 portfolio
companies including Remofirst, Neat, Cobee, and TaxScouts.
A former fintech founder himself, Nick brings first-hand insight
into the operator’s perspective, understanding both the
opportunities and the liquidity pressures that fast-growing
private businesses encounter.
Malcolm, Steven & Nick -
Partners, Secondaries Team
Steven Mendel
Partner, Secondaries
Steven brings deep operational experience as co-founder and
former CEO of ManyPets (formerly Bought By Many), which
he grew from inception to unicorn status and one of the UK’s
leading pet insurers. He is also Chair and co-founder of Lateral,
a health and wealth platform for people aged over 60. Before
entrepreneurship, Steven led Wealth Management at Close
Brothers, ran the savings and investment team
at McKinsey &
Co. and began his career as a pensions actuary.
Looking Ahead
European venture has produced generations of category-defining
technology companies. Many of them remain private, growing fast,
and generating real revenues and profitability. The secondary market
has become the natural home for that kind of opportunity, and it is a
market that is still finding its feet in Europe.
Which is why we have set our focus on building a dedicated
secondaries capability.
It is the logical extension of what Molten has been doing for two
decades — backing Europe’s best technology businesses at the right
moment across seed, Series A and B, and now, the late stage. Our
Fund of Funds programme gives us early visibility into companies
that become tomorrow’s Series A and B opportunities — our direct
investment at that stage keeps us connected to founders and
management teams at every stage. And when those companies
mature and their early investors seek liquidity, our secondaries team
is well placed to step in, accessing opportunities that others simply
cannot reach.
MOLTENVENTURES.COM
45
STRATEGIC REPORT
Our strategy consists of six clear objectives, underpinned by our corporate purpose ‘to advance society
through technology and innovation’.
Strategic objective
FY26 progress
FY27 outlook
Links
To back disruptive
high-growth technology
companies to invent
the future
• Portfolio companies powering
advancement across whole industries e.g.
Ledger, ICEYE and Riverlane.
•
Continued to build structures that will
enable institutional co-investment.
•
Trading performance from our portfolio
companies continues to be strong, with
our Core Portfolio reporting average
revenue growth of 40% in 2025.
•
Continue to invest in compelling new
investments and develop the Core
and emerging portfolio.
•
Continued focus on our core
investing strength of Series A and B
investments.
•
Maintain a disciplined Fund of Funds
programme.
Link to
principal risks
(pages 67 to 78)
1, 3, 5, 6, 8, 9
Link to KPIs
3, 4
To fuel their growth
with access to capital
•
Investments of £89 million made during
the year, with an additional £22 million
from the managed EIS/VCT funds.
•
Investments made into 4 new companies,
14 follow-ons and 1 secondary transaction.
•
Expected level of annual deployment
in the region of £100 - £150 million,
including the managed EIS/VCT funds.
•
Continued focus on our core investing
strength of Series A and B investments.
•
Continue with our balanced approach
to capital allocation.
Link to
principal risks
(pages 67 to 78)
1, 3, 5, 8, 9
Link to KPIs
3
To provide a holistic
capital model, supporting
entrepreneurs through the
duration of their journey
•
Provided follow-on support to existing
portfolio companies, including IMU,
Manna and Modo Energy.
•
Continued to build structures that will
enable institutional co-investment.
•
Continued to enhance our Portfolio
Development Function.
•
Continue to utilise our flexible model
to support entrepreneurs through the
duration of their journey.
•
Maintain a disciplined Fund of Funds
programme.
•
Continue with our balanced approach
to capital allocation.
•
Continue to develop our structures
and processes as we grow, including
our portfolio development function.
Link to
principal risks
(pages 67 to 78)
1, 3, 4, 5, 6,
8, 9
Link to KPIs
3, 5
To scale our platform for
growth while maintaining
the integrity of the
investment process
•
The platform’s AUM (including the
managed EIS and VCT) is c.£1.9 billion.
•
Committed £15 million to Speedinvest
Continuation Fund I via a secondary
transaction, leveraging our network to
provide liquidity to later life funds, with a
focus on acquiring portfolios of high-
quality assets with nearer term realisation
opportunities.
•
Continue to consider opportunities
to build structures that will enable
institutional co-investment.
•
Continue to develop our processes as
we grow.
•
Target accretive secondaries at
attractive valuations.
Link to
principal risks
(pages 67 to 78)
1, 3, 4, 5, 6,
8, 9
Link to KPIs
1, 3, 5
To maintain a high-quality
bar for investments
to continue to deliver
strong investment returns
underpinned by cash
realisations
•
Gross Portfolio net fair value increase
of 13%.
•
Realisations of £120 million in the year,
with a further c.£72 million post year-end.
•
Continued target of 20% fair value
growth through the cycle.
•
Continued target of 10% in
realisations of the Gross Portfolio
Value through the cycle.
Link to
principal risks
(pages 67 to 78)
1, 3, 4, 5, 8, 9
Link to KPIs
1, 2, 4
To support visionaries
who find new ways for
the world to work in the
future. We want that future
to be sustainable, fair and
accessible to all
•
We continued to make progress in our
sustainability efforts. 100% achievement
across our FY26 Sustainability KPIs - see
page 59 of this report for further details,
or read more in our Sustainability Report,
which will be available on our website
post release on 16 June 2026.
•
See page 60 for details of FY27
Sustainability KPIs.
Link to
principal risks
(pages 67 to 78)
4, 5, 6
Link to KPIs
6
46
ANNUAL REPORT FY26
Our Strategy
We are focused on delivering a strong financial performance and achieving the targets we have set. Our
KPIs are designed to establish, incentivise and track delivery across various performance metrics that are
aligned to value creation for our shareholders.
KPIs
Measurement
Progress this year
Focus for FY27
1
Growth in value
of the portfolio
Gross Portfolio Value determined
using IPEV Guidelines.
Gross Portfolio fair value
movement during the year was an
increase of £188 million, inclusive
of the impact of FX (FY25: increase
of £51 million).
Continued target of 20% fair
value growth through the cycle.
2
Realising
cash
Cash generated from portfolio
company exits against original cost.
£120 million realised in the year
(FY25: £135 million).
Continued target of 10%
in realisations of the Gross
Portfolio Value through
the cycle.
3
New
investments
Deploying funds for investments
into new portfolio companies,
follow-on investments into existing
companies, stake building into
existing companies and secondary
investments.
Investments of £89 million made
during the year (FY25: £73 million,
with an additional £22 million from
the managed EIS/VCT funds (FY25:
£34 million).
Expected level of annual
deployment in the region of
£100 - £150 million, including
EIS/VCT.
4
Dealflow
Maintaining an internal database
of potential deal opportunities,
including compelling companies
that emerge through the Fund of
Funds programme
We continually track deals done
at stages earlier than our target
investment criteria and filter to
pre-qualify future potential deals.
Through our brand and
network, continue to access
high-quality dealflow across
Europe.
5
Cash
balances
Maintaining sufficient liquidity to
meet operational requirements,
take advantage of investment
opportunities and support the
growth of portfolio companies.
£52 million cash available to plc,
including undrawn £60 million
revolving credit facility balance
from our debt facility at year end,
with £120 million term debt drawn
(FY25: £149 million, including
undrawn revolving credit facility of
£60 million and £120 million term
debt drawn).
£24 million (FY25: £23 million) cash
in the managed EIS and VCT funds
available for investment.
Target maintenance of
12–18 months of cash resources.
6
Sustainability
Progress and track sustainability
performance in line with our
Sustainability KPIs (see pages 59
and 60).
We continued to make progress
in our sustainability efforts. 100%
achievement across our FY26
Sustainability KPIs - see page 59
of this report for further details,
or read more in our Sustainability
Report, which will be available
on our website post release on
16 June 2026.
Execute on the Company’s FY27
Sustainability KPIs, which can
be found in the Sustainability
section of the report on
page 60.
MOLTENVENTURES.COM
47
STRATEGIC REPORT
Our KPIs
Andrew Zimmermann
Chief Financial Officer
The Group delivered strong growth in Gross Portfolio Value and NAV per share
in FY26, with effective execution across our strategic priorities and continued
momentum across realisations, portfolio performance, and capital returns to
shareholders.
Overview
The financial year was characterised by global headlines continuing to
be dominated by macroeconomic uncertainty, geopolitical tensions,
and evolving trade dynamics. While this caused some pressure on
valuations through public market comparables in some sectors, strong
performance and positive funding rounds in the portfolio more than
offset this.
Against this backdrop, we remain focused and confident in our
strategy and exciting portfolio of technology businesses. Positive
industry tailwinds are emerging from the move towards European
technology sovereignty and resilience, and from initiatives such as the
Mansion House Accord, as well as broader efforts to increase domestic
institutional participation in growth capital.
Looking ahead, our optimism is grounded in the strength of our
portfolio. Our companies are innovative, future-focused, and aligned
with the investment themes shaping tomorrow’s economy – including
AI, space, energy transition, fintech, quantum and digital health. We
believe this positions us strongly to deliver long-term value in today’s
environment and beyond.
Financial Performance Highlights
In the financial year to 31 March 2026, Molten delivered strong
growth in the underlying portfolio and continued realisation activity.
Total Gross Portfolio fair value movement (excluding FX) was 13%
or £172 million, with favourable foreign exchange movements
of £16 million. Gross realisation proceeds for the year totalled
£120 million, delivered at an average multiple of 3x on invested
capital, including partial realisations of Revolut (21.0x) and ICEYE (12.9x)
together with full realisations of Freetrade (1.5x) and Lyst (0.7x), all at or
above holding values.
At 31 March 2026, balance sheet cash was £52 million, with £24 million
of additional cash available for investment from the managed EIS
and VCT funds. An undrawn revolving credit facility (‘RCF’) of up to
£60 million provides further funding flexibility, subject to availability
and certain drawing conditions.
Our evergreen balance sheet model allows us to use this liquidity
to maintain a strong capital position and support a balanced capital
allocation policy. In the year to 31 March 2026, we deployed
£89 million into investments to support the growth and development
of our portfolio, including new investments in General Index,
Polymodels, MAIA, and Duel, as well as follow-on Series B investments
in Modo Energy and Manna, and a secondary investment in
Speedinvest Continuation Fund I. A further £22 million was deployed
from the managed EIS and VCT funds.
We also returned £38 million to shareholders via the share buyback
programme (FY25: £17 million), with a total of £60 million committed
since commencement in July 2024. This action reflects our balanced,
48
ANNUAL REPORT FY26
Financial review
NAV accretive approach to capital allocation and focus on closing the
discount between our share price and NAV through both investment
and share buybacks.
As at 31 March 2026, NAV per share was 760p, up 13% from
31 March 2025 (671p). This was primarily driven by strong performance
and funding rounds in the Core Portfolio, with the share buyback
programme contributing 21p to the uplift.
Molten remains focused on cost discipline and operational efficiency.
Operating costs (net of fee income) were 0.5% of NAV, comfortably
below the 1% target, reflecting continued efforts to streamline
operations and improve the cost-to-NAV ratio, while maintaining
investment in key growth areas to support scaling and generate
additional fee income.
Statement of comprehensive income
We recognised a profit after tax of £120 million in the year compared
to a £1 million loss in FY25.
This was primarily driven by an investment fair value increase of
£142 million (30 March 2025: £23 million). Fee income of £18 million
was generated in the year (31 March 2025: £21 million), principally
comprised of priority profit share (“PPS”), management fees from the
managed EIS/VCT funds, performance fees, and promoter fees. PPS
is generated from management fees charged on the underlying plc
funds; as invested capital increases/decreases net of realisations, PPS
will fluctuate accordingly.
We anticipate that income generated from management of third-
party funds, including the scaling of our co-investment structures, will
provide an additional positive contribution to further offset our cost
base and enhance future profitability.
General and administrative costs totalled £25 million (31 March 2025:
£28 million). These costs decreased 11% year-on-year, driven by
efficiency gains following prior-year restructuring and transition costs,
partially offset by ongoing setup costs for new third-party investment
strategies.
Statement of financial position
The Gross Portfolio Value at 31 March 2026 was £1,525 million
(31 March 2025: £1,367 million), an increase of 12%. The fair value
increase £172 million is the net of £296 million of valuation increases,
offset by £124 million of reductions.
This strong valuation growth was
driven by the strong performance in the Core Portfolio, including
ICEYE, Revolut, Ledger, and Riverlane, more than offsetting downward
pressure on valuations from public market comparables in some
sectors and specific write downs of £75 million across 5 companies.
Two companies in the Emerging Portfolio, Modo Energy and Manna,
also advanced to the Core Portfolio following successful funding
rounds, demonstrating the pipeline of high-quality companies which
can progress through to the Core. The Gross Portfolio Value is an APM
(see Note 34), and a reconciliation from gross to net portfolio value –
which is recognised in the consolidated statement of financial position
– is shown on page 142.
Portfolio companies successfully raised $3.75 billion during the financial
year, including Revolut’s $3 billion round and a further $750 million
raised across notable funding rounds from ICEYE and Manna, along
with Molten-led rounds in Modo Energy, Polymodels, General Index,
and MAIA. Core portfolio companies raised in excess of $500 million
and the Emerging raised over $200 million.
Revenue across the Core Portfolio grew by 40%, reflecting strong
performance in most businesses. Cash runways remain healthy, with
88% of companies funded for at least 12 months and seven already
profitable.
The Gross Portfolio Value is subject to adjustments for the fair value of
any accrued carried interest and deferred tax liabilities that can arise
at the investment vehicle level, to generate the Net Portfolio Value,
which is recognised at fair value through profit and loss (FVtPL) in the
consolidated statement of financial position.
The net fair value movement on investments, including foreign
exchange movements, is reflected in the consolidated statement
of comprehensive income. Carried interest balances are accrued to
current and former employees and consultants of the Group based
on the current fair value at the period end, and deducted from the
Gross Portfolio Value. The Gross Portfolio Value table below reconciles
the Gross to Net Portfolio Values and the movements between
31 March 2025 and 31 March 2026.
Deferred tax liabilities arising on the investment portfolio at group
level were £13 million (31 March 2025: £13 million) (see Note 24).
Net assets in the Consolidated Statement of Financial Position at
31 March 2026 increased by £88 million (7%) from 31 March 2025 and
NAV per share rose to 760p (31 March 2025: 671p), an increase of 13%.
Executing share buybacks at a discount to NAV per share contributed
21p of the increase in NAV per share.
Valuations
Our robust portfolio valuations process follows the IPEV Guidelines,
and we are committed to ensuring that our valuations are as accurate
and responsive to the evolving business environment as possible.
This disciplined valuation approach has been borne out by our strong
track record of realisations at or above NAV holding value despite
challenging market conditions.
See Note 29 for further detail on the
valuation techniques and a breakdown of how they have been applied
to the portfolio. Our investment holdings typically benefit from the
protective structure of preference shares to mitigate downside risk,
without limiting our ability to capture significant upside as valuations
grow. The governance surrounding our valuation process ensures
objectivity, with external audit and validation adding further scrutiny to
our approach.
Liquidity, Debt Facility and Capital
Allocation Policy
Total Group cash available as at 31 March 2026 was £52 million
(31 March 2025: £89 million) and £60 million remained undrawn on the
Company’s RCF (31 March 2025: £60 million). In addition to balance
sheet liquidity, our managed EIS and VCT funds also had £24 million of
additional cash available for investment as at 31 March 2026.
During the period, we received cash proceeds from portfolio
realisations of £120 million. A portion of this was deployed into
investments where £79 million of the £89 million investments
acquisitions have been settled in cash, with £10 million deferred
into the following financial year. A further £22 million was deployed
from the managed EIS and VCT funds. £38 million was returned to
shareholders via the share buyback programme.
Molten manages liquidity risk by maintaining adequate reserves
and ongoing monitoring of forecast and actual cash flows. Capital
resources are managed to ensure that there is sufficient headroom for
18 months’ rolling operating expenses.
The Group’s Extended Debt Facility, agreed in July 2024 with J.P.
Morgan Chase Bank N.A. London Branch and HSBC Innovation
Bank Limited, comprises a £120 million term loan and RCF of up to
£60 million, both on a three-year tenor, secured against various assets,
LP interests and bank accounts in the Group.
Drawdown of the RCF component of the Extended Debt Facility is
subject to a maximum loan-to-value ratio of 12.5%, while the interest
MOLTENVENTURES.COM
49
STRATEGIC REPORT
rate remains at SONIA plus a margin of 5.5% per annum. The value of
the portfolio continues to be subject to periodic independent third-
party valuation at the discretion of our lenders.
We have been compliant with all relevant financial covenants
throughout the period and at period-end.
As at 31 March 2026, the £120 million term loan was fully drawn and the
£60 million RCF remained undrawn. The drawn amount is recognised
in the consolidated statement of financial position at 31 March 2026,
offset by capitalised fees from the setup of the Extended Debt Facility,
which are being amortised over its life. For further information, please
see Note 23.
The Company’s capital allocation policy, as announced in June 2024,
focuses on the most NAV-accretive uses of capital and balances the
pipeline of exciting new investment opportunities with the ability to
drive returns to shareholders through share buyback programmes,
while maintaining sufficient reserves. The share buyback programme,
which commenced in July 2024, was extended during the year,
bringing the total committed since commencement to £60 million.
During the financial year £38 million was returned to shareholders via
the programme (31 March 2025: £17 million).
The programme was financed through cash resources, acquiring a
total of 10,049,610 ordinary shares for the year ended 31 March 2026
(31 March 2025: 4,871,767), which represent 5.3% (31 March 2025:
2.6%) of the Company’s issued share capital at year end. For further
information, please see Note 26.
Summary
In summary, our exciting, resilient, and diversified portfolio has
delivered strong growth in Gross Portfolio Value and NAV per share,
with continued delivery on realisations and shareholder returns.
Looking forward, our clear focus is on maintaining this performance,
and scaling the business by expanding our third-party co-investment
strategies. As well as giving us further capital to deploy alongside the
plc balance sheet these strategies are expected to contribute to our
fee income and investment returns over the mid to long term, while
further limiting any cost drag on investment returns and in due course
becoming net income generative.
Andrew Zimmermann
Chief Financial Officer
Bobby Healy, CEO of Manna on stage at Molten Ventures Investor Day.
50
ANNUAL REPORT FY26
Financial review
continued
Gross portfolio value table
Investments
Fair value of
investments
31-Mar-25
£m
Investments
£m
Realisations
£m
Non-
investment
cash
movements
£m
Movement
in foreign
exchange
£m
Fair value
movement
£m
Fair value
movement
31-Mar-26
£m
Fair value of
investments
31-Mar-26
£m
Cost of
investments
31-Mar-26
£m
Multiple of
invested
cost
31-Mar-26
Ownership
interest
range*
Revolut
157.1
–
(49.7)
–
(3.3)
71.1
67.8
175.2
7.8
22.5x
A
Ledger
75.6
–
–
–
3.1
36.0
39.1
114.7
28.5
4.0x
B
ICEYE
43.2
–
(17.5)
–
(0.9)
76.2
75.3
101.0
21.1
4.8x
A
Aircall
70.7
–
–
–
(1.5)
14.4
12.9
83.6
14.3
5.8x
B
Aiven
71.8
–
–
–
2.9
(3.5)
(0.6)
71.2
4.5
15.9x
B
Thought
Machine
70.1
–
–
–
–
0.7
0.7
70.8
36.5
1.9x
A
Coachhub
86.9
–
–
–
3.5
(27.6)
(24.1)
62.8
31.3
2.0x
C
Form3
59.4
–
–
–
–
–
–
59.4
30.1
2.0x
B
ISAR Aerospace
22.3
–
–
–
0.9
16.5
17.4
39.7
3.9
10.1x
D
RavenPack
39.2
–
–
–
(0.8)
0.5
(0.3)
38.9
7.5
5.2x
D
Riverlane
19.8
–
–
–
–
18.9
18.9
38.7
5.1
7.5x
B
FintechOS
29.0
2.2
–
–
1.2
2.2
3.4
34.5
31.8
1.1x
D
HiveMQ
24.9
–
–
–
1.0
4.0
5.0
29.9
25.1
1.2x
C
Manna
13.1
2.2
–
–
(0.3)
0.1
(0.2)
15.1
12.9
1.2x
C
Modo Energy
1.1
12.5
–
–
–
1.3
1.3
14.9
13.5
1.1x
C
Simscale
11.3
–
–
–
0.5
1.8
2.3
13.6
10.5
1.3x
A
N26
11.9
–
–
–
0.5
(1.9)
(1.4)
10.5
10.6
1.0x
A
Remaining
560.0
72.6
(52.4)
–
9.4
(38.8)
(29.4)
550.9
615.1
0.9x
Gross
portfolio value
1,367.4
89.5
(119.6)
–
16.2
171.9
188.1
1,525.4
910.3
1.7x
Carry external
(87.5)
–
7.8
–
–
(31.0)
(31.0)
(110.7)
–
–
Portfolio
deferred tax
–
–
–
–
–
(1.4)
(1.4)
(1.4)
–
–
Trading carry &
co–invest
–
–
–
–
–
–
–
–
Non–investment
cash movement
–
–
–
14.1
–
(14.1)
(14.1)
–
Net
portfolio value
1,279.9
89.5
(111.8)
14.1
16.2
125.4
141.6
1,413.3
* Fully diluted interest categorised as follows: Cat A: 0–5%, Cat B: 6–10%, Cat C: 11–15%, Cat D: 16–25%, Cat E: >25%.
MOLTENVENTURES.COM
51
STRATEGIC REPORT
The Board of Molten Ventures plc is committed to fulfilling its duties under
Section 172 of the Companies Act 2006, which requires Directors to act in a way
that promotes the success of the Company for the benefit of its Shareholders as a
whole, while having regard to the interests of other key stakeholders. The Board
firmly believes that long-term, sustainable success is dependent on recognising,
understanding, and responding to the needs and perspectives of all stakeholder
groups.
Our approach to stakeholder engagement
The Board identifies the Company’s key stakeholders as including:
employees, portfolio companies, Founders and Portfolio Management
Teams, investment partners, Shareholders, the communities in which
the Company operates, the environment, suppliers, and professional
advisers. In making decisions, the Board carefully balances the interests
of these stakeholders, ensuring that their views are considered
alongside financial, operational, and strategic factors.
While not all stakeholder engagement occurs directly at Board
level, information arising from interactions undertaken by Executive
management and other parts of the business is reported back to the
Board. This enables Directors to take stakeholder views into account
when making key strategic, operational, and governance decisions.
Engagement outcomes are, typically, communicated to the Board
through regular management reporting, thematic updates, and
targeted strategic presentations.
Key decisions during the year
In discharging its Section 172 duties, the Board systematically considers
the impact of its decisions on the Company’s various stakeholders,
alongside broader considerations such as risk management,
compliance obligations, and the long-term consequences for the
Group’s reputation and sustainability.
The Board’s decision-making process is underpinned by the provision
of high-quality, comprehensive reports and papers circulated in
advance of meetings, supplemented by regular dialogue between
Executive and Non-Executive Directors. In-person briefings from
management and external advisers provide additional insight.
Where appropriate, Board papers and proposals explicitly address
stakeholder considerations, detailing the expected impact on
affected groups and the implications for the Company’s long-term
strategic goals.
Attendees enjoying Molten’s Annual Summer Party.
52
ANNUAL REPORT FY26
Stakeholder engagement and
Section 172 statement
01
Employees
Why they matter
Our employees are our most valuable asset. Their engagement
promotes a strong governance culture and supports effective
decision-making and risk management. A positive culture of inclusion,
support, and alignment to the Group’s strategy is key to attracting,
retaining, and motivating talent.
Key decisions
and outcomes
•
Annual corporate targets linked
to employee objectives and
performance assessments.
•
Inclusion of employees in
new long-term incentive plan
comprising of restricted stock,
aligned with proposals for
Executive Directors.
•
Creation of Chief People
Officer role to build employee
engagement within the business.
How we engage
•
Direct daily engagement between Executive Directors and
employees.
•
Non-Executive Directors attend portfolio strategy days, the annual
investor day conference, and informal gatherings.
•
Designated Non-Executive Director for Employee Engagement
leads engagement through employee sessions.
•
Employee engagement forms a standing item in the Chief
Executive’s report at each Board meeting.
02
Portfolio
companies
Why they matter
The success of our supported portfolio companies, entrepreneurs
and management teams are the fundamental driver of value creation
within our business. Regular, open engagement allows Molten
Ventures to actively support portfolio companies’ growth, strengthen
relationships, enhance visibility into operational performance and
culture, and provide tailored expertise.
Key decisions
and outcomes
•
The annual CEO and GP Summit
was held during the year, bringing
together portfolio company
leaders and members of the senior
investment team.
•
The Chief Portfolio Officer
periodically presents a
portfolio update to the Board,
including updates on specific
investee companies and
management teams.
•
The Board, acting through
the Audit Risk and Valuations
Committee ensures ongoing
compliance with our Investment
Strategy and Exclusion List on the
selection of, and investment in,
portfolio companies.
How we engage
•
Board director or observer roles.
•
Regular dialogue and relationship building by the investment
team and Venture Operations Team.
•
Annual CEO and GP Summit events and curated enterprise
connection events.
•
Portfolio Development function provides support across
talent acquisition, go-to-market strategies, internationalisation,
fundraising, community building, and founder wellbeing.
•
Ongoing support to portfolio companies through structured
operational improvement and resilience programmes.
03
Investment
Partners
Why they matter
Partnerships with co-investors expand access to quality
opportunities, enhance cultural alignment, and broaden support
options for portfolio companies. Strong partner relationships drive
better returns and sustainable growth.
Key decisions
and outcomes
• Continued active collaboration
with investment partners to align
on culture, strategy, and long-
term goals.
• Executive and Non-Executive
Director engagement with
current and prospective strategic
Company shareholders who may
be natural co-investors in later
stage portfolio companies.
How we engage
•
Co-investment through plc, EIS, and VCT structures.
•
Regular engagement by the Executive team with investment co-
investors.
•
Board-level consideration of strategic positioning with investment
partners.
•
Limited Partner in over 80 funds within the Fund of Funds
Programme.
MOLTENVENTURES.COM
53
STRATEGIC REPORT
04
Communities
Why they matter
Engagement with entrepreneurial and local communities enhances
Molten Ventures’ brand, strengthens its network, and promotes
responsible investment principles.
Key decisions
and outcomes
•
Increased focus on sustainability
dialogue and ecosystem
engagement.
•
Continued support to the
group-owned Esprit Foundation
which provides financial support
through grants to various
community-focussed charities
and organsiations. Further details
of the activities of the Esprit
Foundation can be found in our
Sustainability Report which will
be released on 16 June 2026.
•
Director approval of the
Company’s submission to
the PRI.
•
Board approval of the
Company’s Modern Slavery
Statement.
How we engage
•
Hosting of thematic events open to broader entrepreneurial and
investment ecosystems.
•
Active dialogue on sustainability themes as a signatory to the
Principles for Responsible Investment.
•
Value creation with portfolio companies, Investing in Women
Code and reporting to CDP through active management and
ongoing direct engagement by the Portfolio Development
function.
•
Market intelligence sharing with the Fund of Funds Programme
through targeted quarterly newsletters.
05
Shareholders
Why they matter
Shareholders are critical to the Company’s long-term success.
Understanding and responding to their priorities helps maintain
confidence and ensure strategic alignment.
Key decisions
and outcomes
•
Engagement with major
Shareholders via one-to-one
meetings with Chairman as well
as CEO & CFO through results
roadshows and periodic meetings.
• Directors Remuneration Policy
consultation led by SID.
•
Expanded use of Investor Meet
Company to broaden retail
Shareholder access.
•
Direct written engagement with
Shareholders prior to the AGM.
• Shareholder feedback informed
the Board’s approach to
capital allocation and strategic
communication.
How we engage
•
Executive-led meetings with institutional Shareholders following
financial results.
•
Investor Meet Company platform sessions covering financial
results and strategic themes.
•
Annual Investor Day with portfolio company presentations.
•
Encouragement of AGM participation and direct response to
Shareholder correspondence.
•
Investor relations as a standing item at Board and Executive team
meetings.
•
Monthly newsletter updating investors on portfolio company
developments.
06
Suppliers
and advisers
Why they matter
High-quality supplier and adviser relationships underpin operational
efficiency, risk management, and compliance with legal and ethical
standards.
How we engage
•
Regular dialogue with legal, financial, and other advisers to ensure
alignment with the Company’s needs and regulatory expectations.
•
Engagement of suppliers to assess climate maturity and alignment
to the net zero transition.
•
Establishment and periodic review and refresh of supplier panels
for different functions outsourced by the Company.
Formal and informal periodic reviews of supplier performance,
including through supplier presentations to Non-Executive Directors.
Key decisions
and outcomes
•
The Board approved the
appointment of a new corporate
broker in February 2026.
•
Board approval of the Modern
Slavery Statement, reinforcing
diligence around supplier
practices.
54
ANNUAL REPORT FY26
Stakeholder engagement and
Section 172 statement
continued
Board oversight
The Board is satisfied that, in making the decisions described above, it has had regard to the matters set out in Section 172(1)(a) to (f) of the
Companies Act 2006, including the likely long-term consequences of decisions, the interests of employees, the need to foster business
relationships with suppliers, customers, and others, the impact on the community and the environment, the desirability of maintaining a reputation
for high standards of business conduct, and the need to act fairly as between members of the Company.
Decision
Stakeholders considered
How stakeholder interests were
taken into account
Outcome
Strategic review and portfolio
prioritisation
Shareholders, portfolio
companies, investment partners
The Board considered the
interests of Shareholders in
achieving sustainable returns, the
importance of continued support
for portfolio companies, as well
as the Company’s obligations to
investment partners.
The Board approved a revised
strategic framework and updated
capital allocation priorities for
FY26, with a focus on long-term
value creation and continued
portfolio quality.
Executive leadership
appointments
Employees, Shareholders
The Board had regard to the
importance of leadership
continuity for employees and the
need to maintain Shareholder
confidence during a period of
transition.
The Board approved the
appointment of a new Chief
People Officer, Managing
Partner, Secondaries team and
the promotion of two Principals to
Partner.
Capital allocation and balance
sheet management
Shareholders, portfolio
companies, investment partners
Shareholder interests in capital
efficiency and long-term value
were central to this decision,
alongside the Company’s
obligations to investment partners
and value creation or protection
opportunities within the portfolio.
The Board approved measures
to strengthen the balance sheet
and support the Company’s
investment programme,
including the management of the
Company’s liquidity position.
Governance and Board
composition
Shareholders, employees
The Board had regard to the
interests of Shareholders in
effective governance and the
importance of Board stability for
the wider organisation.
The Board approved changes to
Board composition to support
orderly succession, including the
planned transition of the Senior
Independent Director role and
the Chair of the Audit, Risk and
Valuations Committee.
Appointment of joint
corporate broker
Shareholders
The Board considered the
importance of maintaining
high-quality Shareholder
communication and access to
capital markets expertise.
The Board approved the change
of joint corporate broker with
effect from February 2026.
07
Environment
Why they matter
Sustainability factors, particularly climate change, are integral to
Molten Ventures’ strategy, operational resilience, and alignment with
investor expectations.
Key decisions
and outcomes
•
Ongoing progress against
Sustainability KPIs.
•
Publication of the FY26
Sustainability Report, available
on the Company’s website.
•
The Board reviewed and
endorsed the Company’s ESG
priorities for FY27, including the
approval of new challenging
FY27 Sustainability KPIs, details of
which can be found at page 60.
How we engage
•
Sustainability KPIs integrated into remuneration targets.
•
Publication of a Sustainability Report to communicate sustainability
progress and ambitions.
•
Regular engagement by Molten Ventures’ internal Sustainability
Lead with portfolio company representatives, and associated
reporting to the Sustainability Committee.
•
Membership of Ben Robson, General Counsel, on the UK Private
Capital Sustainability Committee.
MOLTENVENTURES.COM
55
STRATEGIC REPORT
Our Commitment to
Responsible Investment
As responsible investors we focus on investing in and building best-in-class
technology companies that integrate sustainable and ethical principles into
their foundations. Within this context, we believe our greatest influence as
an investor is in upskilling, equipping, and collaborating with our portfolio
companies—helping them capitalize on sustainability-driven commercial
opportunities while managing and mitigating associated risks.
Our Responsible Investment & Sustainability Policy (available on our website)
outlines our approach to how we engage with companies from deal sourcing
through to ongoing monitoring and support during the lifetime of our
holding period. As signatories to the Principles for Responsible Investment
(PRI), we recognize our role in promoting strong governance, integrity,
and accountability in order to contribute to a more sustainable and efficient
global financial system.
Our mission is to advance society through technological innovation. We aim to do so by
leveraging our sustainability principles and responsible investment ethos throughout
the process of every company we back. We believe that in doing this, we can help
build a future which is sustainable, fair and accessible to all.
Our approach to sustainability and key highlights from throughout the year are summarised below and can be read in full in our FY26 Sustainability
Report being published on 16 June 2026
Sustainability in
Venture Capital
Venture capital plays a pivotal role in driving
innovation and building the tools to facilitate
the transition to a low carbon economy, create
equal opportunities for all and contribute to a
more equitable and resilient society. At Molten,
we recognise that we are uniquely positioned
to invest in pioneering technologies, products,
and services that not only generate positive
global impact but also create long-term,
sustainable value for investors. Through this
lens, we proactively engage with our portfolio
companies to help them identify and realise
commercial opportunities in relation to a
positive environmental and/or social impact.
Sustainability at Molten in numbers
86%
of In-Scope Portfolio
Companies had a
sustainability risk and
opportunity assessment
completed in FY26
6
Certified B Corps across our
portfolio companies
76%
of In-Scope Portfolio
Companies implement
energy efficiency measure
within their business
86%
engagement with Molten’s
annual Portfolio Sustainability
Framework
95%
of the pipeline tracked for
diversity data during FY26
100%
of IC papers for new
deals (8 of 8)
included
an assessment of positive
environmental and/or social
impact
9
new hires between March
2025 to date as we build our
team and culture
£127,650
of charitable donations made
through the Esprit Foundation
and Molten’s Employee
Engagement Programme
56
ANNUAL REPORT FY26
Sustainability at Molten
External engagement and
benchmarking
A United Nations-supported initiative for
incorporating ESG factor into decision-
making. Molten has been a signatory
since 2019, achieving 4 stars (out of 5)
across each banding in 2025
A voluntary code backed by the UK
government, UK Private Capital and the
British Business Bank. Signatories publicly
commit to support the advancement
of female entrepreneurship in the UK.
Molten has been a signatory since 2022
A global independent non-profit
environmental disclosure system. Molten
has disclosed since 2022 and achieved a
rating of B in Climate Change for 2025
Sustainability-focused community
and knowledge platform supporting
venture capital and private equity in ESG
integration and responsible investment
alignment. Molten have been members
since 2022
(Formerly the BVCA) The association of
the UK private capital industry. Molten
has held a seat on the Responsible
Investment Advisory Group, and more
recently Sustainability Committee
since 2019
Task Force on Climate-Related Financial
Disclosures, Molten has voluntarily
disclosed against TCFD since FY21
International non-profit organisation
supporting the venture capital industry
to become more diverse, inclusive,
and equitable. Molten became Level 1
Diversity VC Certified in 2022
UK mandatory reporting framework.
Molten has reported to SECR since 2021
We remain committed to our role as a responsible
investor, using our position within VC to drive value
preservation and creation through sustainable
business practices
Gervaise Slowey
Chair of the Sustainability Committee
Our sustainability principles
Innovation &
Ambition:
A model to do things differently and
better.
We help our entrepreneurs to
change the world with our depth of
experience, expertise and drive.
Honesty & Integrity:
Trust is built on doing the right thing
for the right reasons. We act with
integrity and give it straight, even
when it isn’t easy to hear.
Collaboration
& Community:
We’re a team of teams working with
our community and stakeholders to
get the best results and inspire the
next generation of entrepreneurs. It’s
always a group effort.
Long-term & Accountability:
The long-term future requires action and accountability now.
Our evergreen outlook allows us to see the bigger picture.
Our governance structures keep us aligned and accountable
to our long-term values and goals.
Inclusivity & Diversity:
We embrace our differences to build a better, fairer future
for all. We seek the brightest and the best, regardless of race,
nationality, ethnic origin, religion, gender, sexual orientation,
age, or disability.
Molten Ventures team attending corporate volunteer day.
SECR
Our sustainability principles are set out in our Responsible Investment & Sustainability Policy, a copy of
which can be found on our website.
Adopted in 2015 by United Nations members, the SDGs capture 17 global goals highlighting
the connections between the environmental, social, and economic aspects of sustainable
development. Molten has been mapping portfolio companies to the SDGs since 2021
MOLTENVENTURES.COM
57
STRATEGIC REPORT
Activities in the year
At Molten, we are committed to integrating sustainability across all facets of the business, through our investment decision-making
processes, our active portfolio management and within our own internal operations.B an overview of our sustainability highlights
throughout the year.
October 2025
•
Rolled out the start of a On Purpose Associate
programme year.
June 2025
•
Chantal Cantle hired as Chief People Officer.
July 2025
•
Reported to the Principles for Responsible Investment
(PRI) for the fourth year.
October 2025
•
Pipeline diversity data discussion held at deal flow
meeting.
•
Learning & Development framework developed and
rolled out.
January 2026
•
Reported to Investment in Women Code for the
fourth year.
September 2025
•
Submission to CDP for fourth year.
November 2025
•
First employee engagement survey conducted under
new CPO.
February 2026
•
Second pipeline diversity data discussion held at deal
flow meeting.
•
Received a score of B in the CDP Climate Change
questionnaire for the second year in a row.
March 2026
•
Sustainability Committee assessed and confirmed
delivery of the Culture Project Roadmap (KPI 4).
May 2025
•
Offset 138.89 tonnes of tCO
2
e through investments in two
carbon-related projects.
April 2026
•
Consolidated our tech and IT systems and migrated
them to the cloud, reducing our on-premise energy
consumption.
January 2026
•
Ben Robson appointed as a member of the UK Private
Capital Sustainability Committee & the Value Creation
Taskforce.
During 2026
•
New Molten values rolled out; Investment Team
progression matrix and competency framework codified;
Investment Team & Partner Hiring Programme delivered;
Employee Engagement Survey run.
During 2026
•
Esprit Foundation grants: FounderVine (Pulse
Programme); continued support to the Social Mobility
Foundation (Aspiring Professionals Programme — over
700 young people in Manchester); BAE HQ (first cohort
running between April–June 2026).
58
ANNUAL REPORT FY26
Sustainability at Molten
continued
Pillar
KPI
Metric for success
Progress
Status
Investment
decision making
Introduce assessment of
positive environmental
and/or social impact as part
of sustainability analysis in
IC papers
Assessment included in
100% of IC papers for
new deals
100% (8/8) of IC papers
for new deals included the
assessment
Investment
decision making
Ensure consistent tracking
and reporting of pipeline
diversity data and present
this for bi-annual discussion
at deal flow meetings
Data tracking/availability
for >50% of the pipeline;
bi-annual discussion at deal
flow meetings
>95% of pipeline
tracked during FY26;
data discussions held
on 6 October 2025 and
2 February 2026
Active portfolio
management
Conduct internal assessment
of at least 75% of in-scope
companies and establish an
action plan where material
risks identified
Assessment for ≤75%
(21 of 28)
Assessment completed for
24 of 28 (86%) in-scope
companies
Internal
operations
Deliver the next phase
of the Culture Project
Roadmap focusing on
People and Performance,
building on FY25 activities
Delivery of next-phase
workstreams
Key workstreams delivered
— new values & behaviours,
Learning & Development
framework, Investment
Team progression
matrix; confirmed at
Sustainability Committee on
26 March 2026
Progressing our sustainability journey
In FY26, having made good progress on our material environment
commitments and objectives, Molten turned its focus to social and
governance-related impact across its operations and portfolio. This reflects
a growing maturity in our approach to sustainability and its continued
integration across our business strategy and operations.
We set ambitious Sustainability KPIs designed to further integrate
sustainability within our operations and investments. Achievement of these
KPIs represented 7.5% of the firm-wide bonuses paid for FY26 (including to
Executive Directors), and given that the controllable nature of these KPIs, I am
pleased to confirm that Molten Ventures has achieved 100% against these.
FY26 Sustainability KPIs
Our FY26 Sustainability KPIs comprised
7.5%
of bonus entitlement
for all staff and Executive
Directors.
We are pleased to report that
all four (100%) of
our FY26 Sustainability KPIs were achieved
.
Key:
Fully achieved
Partially achieved
MOLTENVENTURES.COM
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STRATEGIC REPORT
Sustainability
Sustainability progress and KPIs
Responsible Investment
Molten Ventures embeds responsible investment throughout
its investment process, from screening to exit, guided
by four key pillars in FY26: delivery of Sustainability KPIs,
internal training and engagement, data collection via annual
dissemination of the Portfolio Sustainability Framework;
and progress on the climate and healthcare investment
theses. During the period, the Portfolio Sustainability
Framework achieved 86% participation from In-Scope
Portfolio Companies, supporting post acquisition value
creation and improved governance. Environmental and
social considerations were incorporated into 100% of new
investment papers, strengthening alignment between
sustainability and investment decisions. Despite sector
wide headwinds in sustainability thematics, Molten remains
committed to promoting equitable access to capital, ongoing
participation in the UK Investing in Women Code, and
investing in innovative businesses which have the potential
deliver positive environmental and social impact alongside
strong financial returns. More information on our Responsible
Investment agenda can be found in our Sustainability Report
being published on 16 June 2026.
FY27 Sustainability KPIs
Looking ahead, the FY27 Sustainability KPIs build on
the progress made in FY26, with a continued focus on
governance and accountability. The KPIs will:
•
Improve the accuracy of Scope 3 reporting through
broader primary data collection from material suppliers;
•
Support post-investment governance through Value
Creation Plans with clearer action-tracking;
•
Conduct governance risk assessments across the
portfolio on a consistent cycle; and
•
Strengthen budget discipline across the portfolio.
Together, these KPIs reflect Molten’s view that good
governance is a core driver of long-term value creation.
TCFD
Molten Ventures follows the TCFD framework to identify,
assess and manage climate-related risks and opportunities
across its operations and portfolio. Ultimate oversight rests
with the Board via the Sustainability Committee, which met
four times in FY26. As no material changes arose this year, the
next climate scenario-analysis is scheduled for FY27. Climate
risk remains integrated into the Corporate Risk Register,
with key focus areas including shifts in demand, energy
prices, physical climate impacts, stakeholder expectations,
and technology. Engagement with portfolio companies has
strengthened, with 76% now implementing energy efficiency
measures. Molten continues to emphasise education,
scenario-analysis, and responsible investment, maintaining
third party verification of its GHG data and tracking progress
through Sustainability KPIs. Its long term goal remains to
integrate climate action into strategy and support portfolio
resilience through the transition to a low carbon economy.
SECR
Molten Ventures’ sixth SECR disclosure reaffirms its
commitment to transparent energy and emissions reporting.
The Group maintained use of 100% renewable electricity
at its London office, improved Scope 3 data quality across
its value chain, and achieved independent third party
verification of Scope 1, 2 and 3 (Category 15) emissions for a
fourth successive year. For CY25, total emissions were 1,063
tCO2e, reflecting relative stability year on year, with major
contributors remaining Purchased Goods and Services and
Investments. Business travel emissions fell by 37% since
CY23, and overall carbon intensity per £100k NAV reduced
to 0.74 kgCO
2
e (location based). The Group continues to
strengthen data coverage and drive engagement with
portfolio companies, 52% of which now measure their carbon
footprint, underpinning ongoing improvements in Scope 3
reporting accuracy and accountability across the investment
portfolio. Please see our full SECR Report on pages 61 to 62.
Our carbon footprinting methodology is aligned with the
GHG Protocol Corporate Standard and uses an operational
control approach.
60
ANNUAL REPORT FY26
Sustainability
Sustainability progress and KPIs
continued
SECR statement
This represents Molten’s sixth year of SECR compliance. Reporting
is on a calendar-year basis (CY25) for like-for-like comparability with
CY24. GHG emissions calculated using DEFRA government conversion
factors and aligned to the GHG Protocol; energy/fuel activities tracked
across UK and Ireland under operational control. Molten has no GHG-
emitting vehicles under operational control and no process emissions.
Table A: GHG emissions and energy use data for SECR
CY23
CY24
CY25
Total global energy consumption
used to calculate carbon
emissions (kWh)
49,306
48,133.58
46,133
Emissions from employees working
from home (tCO
2
e) (Scope 3)
4.7
2.44
2.24
Emissions from combustion of
natural gas in buildings (tCO
2
e)
(Scope 1)
2
2.56
2.41
Emissions from purchased electricity
in buildings (location-based) (tCO
2
e)
(Scope 2)
8.14
7.6
6.45
Total organisational emissions
(location-based) (tCO
2
e)
10.14
9.9
8.56
Total organisational emissions
(market-based, from 100%
renewable electricity) (tCO
2
e)
0.92
0.98
1.03
Carbon intensity ratio – carbon
emissions per net asset
value (NAV) (location-based)
(kgCO
2
e/£100k NAV)
0.86
0.83
0.74
Carbon intensity ratio – carbon
emissions per net asset value (NAV)
(market-based) (kgCO
2
e/£100k NAV)
0.25
0.29
0.30
Carbon intensity ratio – carbon
emissions per full-time employee
(location-based) (kgCO
2
e/full-time
employee)
178
167.85
161.54
Carbon intensity ratio – carbon
emissions per full-time employee
(market-based) (kgCO
2
e/full-time
employee)
51
69.97
64.96
Table B: Full carbon footprint for CY25
Measured
in tCO
2
e
Natural gas
2.11
Fugitive emissions
0.30
Total Scope 1
2.41
Purchased electricity
6.45
Total Scope 2 (Location Based)
6.45
Employee commuting & homeworking
27.37
Business travel
102.12
Purchased goods and services
378.94
Capital goods
43.08
Waste generated
0.04
Water
0.10
Other fuel & energy-related activities
0.36
Upstream T&D
0.04
Investments (Category 15)*
502.16
Total Scope 3
1054.21
Total Scope 1, 2 and 3
1063.07
* Note reported emissions for Category 15: Investments cover Scope 1 and 2 emissions
of the investments but exclude Scope 3, consistent with our FY25 disclosure.
Energy efficiency actions
In continuation of FY25
•
100% renewable electricity at London office maintained.
•
Tech & IT consolidation: migration to cloud and decommission of
Molten’s on-site server host driving lower on-premise electricity
consumption.
•
Cycle-to-work scheme and EV leasing scheme remain in place to
encourage staff to use greener commuting methods.
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61
STRATEGIC REPORT
Sustainability
Our SECR report
Greenhouse gas emissions
As in prior years, for the current period we have calculated our CY25
Group-wide carbon footprint, including our Scope 1, Scope 2 and
material Scope 3 emissions. A key focus is to continually improve the
accuracy of our Scope 3 (upstream and downstream) reporting, given
the significant proportion of our GHG emissions which arise from our
investments our value chain (Category 15).
We continue to make progress towards achieving this goal by driving
greater engagement with our material suppliers, as set out in more
detail in our FY27 Sustainability KPIs found at page 60, building on the
steps taken in FY26 and FY25.
We are also able to leverage our position as investors to help portfolio
companies to measure, and where viable, look to reduce their
relative GHG emissions. Our latest Portfolio Sustainability Framework
data gathering exercise highlighted that 52% of In-Scope Portfolio
Companies measure their carbon footprint, with a further 8% planning
to begin measurement within the next 12 months. This will lead to
greater data accuracy of our Scope 3 investments category emissions
calculations.
Methodology
Our carbon footprinting methodology is aligned with the GHG
Protocol Corporate Standard and uses an operational control
approach.
A materiality assessment of our value chain determined which Scope
3 emissions to include within our carbon footprinting boundary
reported for CY25. Portfolio reported emissions from 14 portfolio
companies were provided and utilsed, and where primary data
was unavailable, we applied industry benchmarks and bespoke
extrapolation techniques to estimate data.
Within our Scope 3 inventory, we account for our allocation of
portfolio companies’ Scope 1 and 2 emissions based on our equity
position in each company, in line with the Partnership for Carbon
Accounting Financial (PCAF) guidance.
To generate individual estimates for the remaining directly held
investments, outside of those already calculating their GHG emissions,
we utilised Climate Neutral’s Brand Emissions Estimator tool. This
assessment was informed by portfolio companies’ financial activity,
facilities, geography, sector and sub-sector.
To help ensure the robustness of these GHG emissions calculations
and methodology, we have for the third consecutive year, undertaken
a verification exercise, this year with SGS United Kingdom Limited.
SGS have verified the Scope 1,2 and 3 category 15 emissions on behalf
of Molten Ventures PLC and concluded, with limited assurance, there
to be no evidence that Molten’s presented CO
2
equivalent assertion is
not: (i) materially correct; (ii) a fair representation of the CO
2
equivalent
data and information; and (iii) prepared in line with the requirements
of WRI/WBCSD GHG Protocol (and its amendments).
Analysis
Our indirect (Scope 3) GHG emissions make the largest contribution
to our total carbon footprint, with Purchased Goods and Services
and Investments being the main drivers (378.94 tCO
2
e and 502.16
tCO
2
e respectively) . Business travel undertaken by our employees
was also a contributor to our Scope 3 GHG emissions (102.12 tCO
2
e),
but this is still a decrease when compared to CY24 (162.33) and CY23
(165.10). Purchased Goods and Services emissions totalled 378.94
tCO
2
e in CY25, a 12.98% decrease compared to CY24 (435.46 tCO
2
e).
Investments (Category 15) emissions totalled 502.16 tCO
2
e in CY25,
representing a 29% increase versus CY24 (389.90 tCO
2
e). Movements
reflect changes in portfolio composition and continued enhancements
in our data coverage and methodology application over time.
In absolute terms, we observe a fairly high degree of stability in our
global corporate GHG emissions profile, which is encouraging in
the context of our business model as a minority investor into rapidly
growing tech businesses, which by their nature will be expanding
their GHG footprint year on year with increased headcount and
geographical scope of coverage. We remain cognisant of our role
within the VC and tech ecosystem, and continue to use our platform
to advocate for improved education around GHG emissions and
better understanding of the practical ways in which businesses can
explore their carbon footprint and seek to reduce this or offset where
reduction is not possible.
Carbon offsetting
As part of our approach to the Net Zero transition, we continue to
offset emissions that we are unable to eliminate within our operations
and certain upstream and downstream supply chain. We invest in
carbon credits to compensate for Molten’s Scope 1, Scope 2, and
selected Scope 3 GHG emissions where we have greater influence
(our offsetting strategy covers all of our Scope 3 emissions apart from
Purchased Goods & Services, Capital Goods, and Investments).
For our GHG emissions in CY26, we offset 138.89 tCO
2
e through
investments into two carbon-related projects that we elected to
support having regard to the BeZero Carbon Rating system guidance
on quality and associated risks. The first is a continuation of our prior
year offsetting activities: acquiring credits for different woodland
restoration projects in the UK through carbon sequestration schemes in
new native woodland and biodiversity enhancement via purpose-built
native wildlife structures, through which we have purchased Pending
Issuance Units (PIUs) equating to the removal of 69.44 tCO
2
e.
The second project is a UK tree-planting scheme coupled with
avoided-deforestation projects based in Colombia obtained via
Verified Carbon Standard (VCS)-approved carbon credits which
guarantee the offset of 69.44 tCO₂e. Our ongoing support of these
projects has resulted in an aggregated total of 817.89 tCO
2
e being
offset over the last five years.
.
Breakdown of CY25 Carbon Footprint
2.41
tCO
2
e
Scope 1 total
(CY24: 2.56 tCO
2
e)
6.45
tCO
2
e
Scope 2 total
(CY24: 7.60 tCO
2
e)
1054.21
tCO
2
e
Scope 3 total
(CY24: 1025.22 tCO
2
e)
62
ANNUAL REPORT FY26
Sustainability
Our SECR report
continued
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63
STRATEGIC REPORT
Sustainability
Task Force for Climate-related Financial
Disclosures (TCFD) report – summary
Our approach to identifying and managing climate-related risks and realising climate-related
opportunities is guided by the recommendations of the TCFD, which helps us to assess and mitigate the
growing impact of climate change on the company and our portfolio.
Given the early stage of growth of our portfolio companies and the lack of material changes to our internal business operations and strategy, we
have determined with external guidance to update our climate scenario-analysis once every two years (biannually). As the previous update was
made in FY25, we expect our next scenario-analysis refresh to occur in FY27. We confirm that there are no material updates during FY26 to our
climate risk analysis performed in FY25.
Please see our Sustainability Report, being released on 16 June 2026 for our full FY26 TCFD Report.
Climate governance
Ultimate oversight of Molten’s approach to identifying,
evaluating, managing, and integrating climate-related risks and
opportunities throughout the business rests with the Board of
Directors through its delegated Sustainability Committee chaired
by Gervaise Slowey.
In FY26, there were four Sustainability Committee meetings,
during which, climate-related issues were discussed at each.
The Committee also discussed progress against Molten’s FY26
Sustainability KPIs, made up 7.5% of company-wide annual
bonuses including those for executive directors, and the
composition of the proposed Sustainability KPIs for FY27. The
findings from the meetings and activities of the Sustainability
Committee are reported by the Committee Chair to the Board.
At an operational level, the Sustainability team oversees the day-
to-day management of climate related risks and opportunities
across Molten’s internal operations and its portfolio.
Investment team members hold Board positions across In-
Scope Portfolio Companies to help drive meaningful and active
climate engagement where it is appropriate and viable to do
so. To support members of the Investment team in identifying
and actioning climate-related risks and opportunities, the
Sustainability team facilitates training on key sustainability issues
affecting Molten’s portfolio companies and overall investment
strategy.
Climate strategy
Molten’s climate strategy is considered to be a component
part of its wider operations and corporate strategy across its
business and investments. As a minority investor in early-stage
high growth technology companies, we consider our primary
role within the arena of sustainability to help upskill our portfolio
companies around climate risk and opportunities; supporting
them in the early development of their own climate strategies.
In FY26 we conducted sustainability-linked commercial and
operational risk and opportunity assessments as part of Molten’s
FY26 Sustainability KPIs (please see page 98) with the aim of
engaging portfolio companies on topics material to them and
their operations. This guidance should help Molten’s portfolio
companies develop a better understanding of their own climate
risks and opportunities and therefore in turn assist Molten in
collating a more accurate aggregated view of the climate risk
and opportunity across the portfolio.
Following the climate scenario analysis refresh in FY25, we are
satisfied that Molten’s five climate risk and opportunity impact
channels remain suitable and relevant for managing the risk and
opportunity for our portfolio companies, namely: changes in
demand, changes in energy prices, changes in physical weather
events/patterns, changes in stakeholder expectations, and
changes in technology.
Our analysis continues to evaluate short, short-medium,
medium-long and long-term horizons across three climate
scenarios in line with TCFD recommendations (a detailed
summary of our associated methodology can be found on page
20 of Molten’s FY25 Sustainability Report).
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ANNUAL REPORT FY26
Climate risk management
Climate change continues to be considered one of the
company’s principal business risks and is integrated into our
existing risk management process, with principal climate risks
identified being documented in Molten’s internal Corporate
Risk Register (please see page 77). The associated risks and
opportunities identified in our FY25 TCFD Report remain broadly
unchanged in FY26 across each of our five identified impact
channels.
Shifting customer preferences are reshaping demand, creating
opportunities for portfolio companies such as Modo Energy
(battery energy storage benchmarking) while we continue to
screen all prospective investments against Molten’s Exclusion
List. Energy and carbon price volatility presents both risk and
opportunity, with companies like General Index standing to
benefit from increased demand for commodity pricing data for
assets directly linked to energy production.
Physical risks are most pronounced in the Hot House scenario
and were further assessed via the FY26 KPI 2 sustainability
assessments. Evolving stakeholder expectations are addressed
through ongoing portfolio engagement, and continued
application of the Exclusion List. Finally, our climate investment
strategy targets companies progressing policy-backed initiatives
such as the Net Zero transition, including Modo Energy and
ICEYE (please see more on our investment thesis on pages 20).
As originally highlighted in our FY24 Sustainability Report (page
8), owing to the high level of measurement variation, as well
as the imitations that are inherent to a generalist venture-stage
minority tech investor, it remains challenging to meaningfully
quantify the financial impact of climate related risks on our total
portfolio value. Additionally, we recognise that there are costs
associated with implementing a climate strategy and supporting
our portfolio in the development of their own approach to
climate and GHG emission reduction, which can also serve
to influence company-specific approaches to climate risk
management.
Climate-related metrics and targets
Since FY22, Molten has been utilising various metrics and
targets to assess and manage relevant climate-related risks
and opportunities. We remain committed to monitoring and
reporting our full carbon footprint annually using both intensity
metrics and absolute values in accordance with the GHG
Protocol Corporate Account and Reporting Standard.
Measuring our Scope 1, 2, and 3 GHG emissions and meeting
our Streamlined Energy and Carbon Reporting (SECR) reporting
obligations remain a key focus area for Molten, and our CY25
carbon footprint figures and analysis, along with details around
carbon reduction and offsetting, can be found on page 61.
In FY23, we set a Renewable Energy Target covering our Scope
1 and 2 emissions, in alignment with the SBTi’s ambition at that
time for 80% renewable energy by 2025 and a mid-term target
of 100% renewable energy by 2030. We remain committed to
ensuring we meet this target as our operations grow. Finally,
we endeavour to ensure our GHG emissions reporting is
verified by a third-party on a limited assurance basis to ensure
our calculations are accurate, complete, consistent and free of
material errors or omissions enabling us to ensure our climate
related initiatives are robust.
As noted in our SECR Report, we have also undertaken a
verification exercise of our GHG emissions with an independent
third party, (SGS United Kingdom Limited (SGS) for FY26) SGS in
respect of our Scopes 1,2 and 3 category 15 emissions. Please see
page 62 for further information.
As guidance for the venture capital industry evolves, we aim
to continually deepen our understanding and analysis of the
quantification of financial impacts of climate change, on our
business and our portfolio over time.
To support the delivery of our strategic objectives and to ensure responsible
business operations, we maintain a comprehensive risk management framework.
This framework is designed to balance risk and reward while safeguarding the
interests of the business, our shareholders, employees, and broader stakeholders.
The Board retains ultimate responsibility for defining the Group’s risk appetite
and overseeing the risk management framework. Oversight of the Company’s risk
profile and framework is delegated to the Audit, Risk and Valuations Committee
(“ARVC”), with support from the Compliance and Company Secretarial Teams.
Risk appetite
Our business model inherently involves
accepting a degree of risk to pursue our
long-term objective of investing in and
supporting a diversified portfolio of unlisted
early-stage, high-growth companies.
However, our approach aims to assume
risks only where there is a clear opportunity
for reward and where such risks can be
identified, evaluated, and effectively
managed so far as within our control. The
Board has set a defined risk appetite for each
of the Group’s principal risks, as detailed in
the principal risks section of this report. These
appetites are reviewed regularly, alongside
performance monitoring and mitigation
strategies, to ensure that risk exposures
remain within acceptable parameters.
Risk governance
We adopt a top-down approach to
risk governance, fostering a culture of
transparency, accountability, and compliance.
This culture flows from the Board through
to the Executive and Compliance Teams
and across all levels of the organisation.
Risk management is embedded in
day-to-day operations through clear
governance structures, with defined roles
and responsibilities for identifying and
mitigating risks.
The Compliance, Finance and Company
Secretarial Teams monitor compliance with
the risk framework. The Company Secretary
reports directly to the Board. The Compliance
Team reports directly to the Executive
Team and the ARVC, and maintains direct
access to the Chair of the Board and the
Chair of the Committee as required. The
Board and the ARVC monitor and oversee
the implementation of the Group’s internal
controls which the Policies & Procedures
Committee (see page 89) is responsible for
alongside the Company Secretary. Risk is
also a standing agenda item at bi-weekly
Executive Team meetings, with dedicated
risk-review sessions structured around the
Corporate Risk Register held periodically.
Material risks are documented in the
Corporate Risk Register, maintained on
the Group’s third-party risk management
platform, which was implemented during
FY26. This platform enables dynamic,
transparent, and real-time risk monitoring and
reporting across the business, and supports
the tracking of risk ownership, mitigation
actions, control effectiveness, and residual
exposures. The ARVC meets formally at least
four times annually, with additional meetings
convened as required.
Three lines of defence
The Group operates three lines of
defence model:
•
First line — operational management and
staff, who own and manage risks day-
to-day through the implementation of
internal controls and adherence to Group
policies and procedures;
•
Second line — the Policies & Procedures
Committee, which includes voting
members from the Compliance and
Finance Teams and representatives from
other departments including Human
Resources and IT, to provide internal
oversight, challenge, and monitoring
of the control environment; as well as
annual compliance reports prepared by
the Compliance Team relating to core
areas of regulatory risk including Financial
Crime, Systems and Controls and the
Consumer Duty; and
•
Third line — external oversight and
challenge, quarterly independent
compliance monitoring reports from
external advisers IQ-EQ, and depositary
oversight provided by Langham Hall UK
Depositary LLP.
Operational risk controls
Risk is managed at every level of the business,
with all employees playing a role in day-to-
day risk oversight in line with the Group’s
internal Policies and Procedures – including
the Group Senior Managers and Certification
Regime (SM&CR) Policy. Internal checks are
conducted periodically by the Compliance
and Company Secretarial Teams. IT-related
risks are mitigated through enhanced
security measures managed by the Head of
IT, supported by managed service provider
ROCK IT, and external security operations
centre operated by Softwerx. Controls
include access limitations, encryption,
and real-time monitoring. The Group has
implemented a software vulnerability
management solution across its infrastructure
to ensure all devices are running the latest
security updates, supporting compliance with
Cyber Essentials Plus.
Training and awareness
A robust compliance training programme
supports our risk framework. Mandatory
e-learning modules are completed at least
annually by all staff including Executive
Directors, covering topics that include
the SM&CR, anti-money laundering, data
protection, cyber security, anti-bullying and
harassment, and anti-bribery. Additional
training is provided during onboarding
and on a team-by-team or all-staff basis
where appropriate with a forthcoming
dedicated session scheduled for Summer
2026 on the subject of the FCA’s new ‘Non-
Financial Misconduct’ rules and guidance.
Similarly, staff training will follow on the UK
AIFM Reforms and Consumer Composite
Investment (CCI) regimes once finalised. All
Molten Ventures personnel are required
to bi-annually attest to their satisfactory
participation in training and understanding of
the Group’s Policies and Procedures.
MOLTENVENTURES.COM
65
STRATEGIC REPORT
Risk management
External review
The Group commissions quarterly compliance
monitoring reports from IQ-EQ. Langham
Hall UK Depositary LLP continues to provide
depositary services for the Company and
Molten Ventures’ Irish Co-Invest vehicle,
including asset safekeeping, oversight,
and reporting. Representatives of the
Depositary attended a meeting of the
ARVC following financial year end to report
on activity completed and any associated
recommendations, with no items identified as
being high risk or in need of remedial action.
Whistleblowing
The Group operates an established
Whistleblowing Policy which allows
employees to confidentially raise concerns
regarding any suspected impropriety,
including in the areas of financial reporting,
controls, or other risk management issues.
This policy applies to all Molten Ventures
personnel and is reinforced through
periodic training to ensure awareness and
understanding.
Material controls
framework and
Provision 29
A significant governance development
during FY26 has been the Group’s
preparation for the new internal controls
reporting requirements under Provision 29
of the 2024 UK Corporate Governance Code
(“Provision 29”). Provision 29 requires boards
to make a declaration on the effectiveness of
their material internal controls, and will first
apply to the Company for accounting periods
beginning 1 April 2026, meaning the first
required disclosure is due to appear in the
FY27 Annual Report.
During FY26, the Board, through the
ARVC, has overseen the development of a
comprehensive Material Controls Framework,
which identifies and maps 40 material
controls across the Group, organised into
four primary categories aligned with the
2024 Code:
•
Financial Controls (9 controls) —
covering financial reporting, treasury
management, tax compliance, and
accounting integrity, including budget
preparation and approval, management
accounts production, cash flow
forecasting, bank reconciliations and
payment controls, FX risk management,
treasury and debt covenant compliance,
group consolidation, IFRS compliance,
and tax planning;
•
Operational Controls (10 controls) —
covering investment decision-making,
investment valuations, portfolio
monitoring, investment AML/KYC, due
diligence, IT systems and cybersecurity,
business continuity and disaster
recovery, third-party service provider
oversight, data protection and UK GDPR
compliance, fund administration, and ERP
system integrity;
•
Reporting Controls (10 controls) —
covering annual report production,
interim results, RIS and market
announcements, sustainability reporting,
risk disclosure, viability statement,
corporate governance disclosures,
directors’ remuneration reporting,
financial promotions, and prudential
regulatory reporting; and
•
Compliance Controls (11 controls)
— covering FCA regulatory
compliance (AIFMD), SM&CR and
fitness and propriety, conflicts of
interest management, market abuse
prevention, anti-bribery and corruption,
whistleblowing, workforce competence
and compliance awareness, modern
slavery and human rights, board and
committee effectiveness, client money
and asset safeguarding, and investor
AML/KYC.
The framework applies a proportionate,
risk-based approach to control classification,
recognising four control types: Elevated Key
Controls (individual process-level controls
requiring granular oversight); Cluster Controls
(groupings of related controls addressing
a specific risk); Entity-Level Controls
(organisation-wide pervasive controls);
and Single-Risk Frameworks (specialised
frameworks for specific principal risks, such as
the Investment Valuation Process and the FCA
Regulatory Compliance framework).
The ARVC has reviewed and considered
the framework in detail during FY26. The
Committee confirmed that no member had
any concern that the Company’s internal
control environment was inadequate or that
control failures were going unidentified or
unaddressed. The framework is targeted for
substantial completion during summer 2026,
with the Board’s Provision 29 declaration to
be made in the FY27 Annual Report. Further
detail on the Committee’s oversight due
of this work is set out in the Audit, Risk and
Valuations Committee Report on page 99.
Risk framework updates
in FY26
The following enhancements to the
risk governance framework were made
during FY26:
•
Risk management platform — the Molten
Ventures Corporate Risk Register was
fully migrated onto a specialist third party
platform during the year, enabling more
dynamic, real-time risk monitoring and
reporting, and supporting the tracking
of risk ownership, mitigation actions,
and control effectiveness in line with the
enhanced expectations of Provision 29;
•
Updated terms of reference — the ARVC’s
terms of reference were updated to
reflect the requirements of the 2024 UK
Corporate Governance Code, including
the Committee’s oversight role in
relation to material internal controls, and
to clarify the distinction between the
Committee’s governance responsibilities
and the regulatory responsibilities of the
Alternative Investment Fund Manager
(AIFM);
•
Revised Group Valuation Policy — the
Group Valuation Policy was updated in
response to the FCA’s Private Market
Valuations Review feedback and
revised IPEV guidelines, including
the introduction of a formal ad hoc
revaluation process and updated
scenario-based OPM methodology; and
•
Financial Position and Prospects
Procedures (“FPPP”) — the FPPP was
updated following its annual review,
providing the ARVC with assurance over
the internal controls and associated
processes in place at the Company.
•
New compliance platform — A new
internally developed compliance
platform was adopted for tracking
notification and approval flows, bi-annual
attestations, and annual fitness and
propriety assessments.
•
Internal development of a new Material
Controls Framework as described above.
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ANNUAL REPORT FY26
Risk management
continued
Principal risks
Principal risks are those that could,
individually or in combination, materially
impact the performance, strategic objectives,
business model, or reputation of the Group.
These risks are drawn from the Corporate
Risk Register and are assessed by both the
Executive Team and the ARVC on an ongoing
basis. The Committee formally reviews the
Group’s principal risks at least annually,
evaluating whether the risk profile remains
appropriate in light of internal developments,
changes in market conditions, and the
external macroeconomic environment.
The Group’s principal risks and uncertainties,
plotted by likelihood and potential impact,
are summarised in the risk movement
summary below, with full descriptions
provided on the following pages. These
risks are subject to regular monitoring, and
mitigation measures are documented in the
Corporate Risk Register.
In FY26, the Group’s principal risk framework
has been restructured to better align with
the 2024 UK Corporate Governance Code’s
distinction between regulatory compliance
and financial reporting risks. This has
resulted in two principal risks: Regulatory
& compliance (Risk 7), restructured to
reflect the Group’s continuing obligations
including evolving FCA requirements
and AIFMD developments, and Financial
reporting integrity (Risk 8), presented as
a new standalone risk having previously
been embedded within Risk 7. This is
a presentational change; the Group’s
underlying controls framework is unchanged,
with work undertaken in the year directed
specifically at supporting the new Provision
29 internal controls declaration.
Principal Risk Rankings and Year-on-Year Movement
Previous
Year
Movement
1. Macroeconomic environment
1
No change
2. Geopolitical protectionism
2
No change
3. Capital market volatility
3
No change
4. Cyber security &AI
7
Up 3 places
5. Key personnel
4
Down 1 place
6. Liquidity and access to capital
5
Down 1 place
7. Regulatory & compliance
NEW
New principal risk
8. Financial reporting integrity
NEW
New principal risk
9. Climate change
6
Down 3 places
10. Risk profile of venture investing
8
Down 2 places
Key
Increasing risk
Static risk
Decreasing risk
Emerging risks
Emerging risks are defined as risks that have
not yet materialised to the extent required to
be classified as ‘principal’ but which could,
in time, significantly impact the Group’s
operations, strategy, or investment model.
These are identified through structured
horizon scanning, internal scenario analysis,
regulatory developments, and insights from
external advisers and industry bodies. The
ARVC, in consultation with the Executive
Directors and General Counsel, monitors the
following emerging risks:
•
Wider regulatory developments: The
Group continues to monitor a range of
regulatory developments, including:
anticipated publication of FCA rules
relating to the UK AIFM reforms; updated
Listing Rules; enhanced and evolving
reporting requirements (including
Provision 29, which transitions from
emerging to principal risk in FY27);
and the continued risk of divergence
between the EU and UK in a post-Brexit
legislative environment.
•
Shifting investor and regulatory
expectations on sustainability: Increasing
expectations from institutional investors
and regulators on sustainability
integration, climate risk disclosure, and
net zero transition plans may introduce
additional compliance burdens.
The Group continues to monitor
developments in mandatory climate and
sustainability reporting frameworks and
their implications for the Group and its
portfolio companies.
•
Cyber resilience and third-party
dependencies: As operational complexity
and digital interconnectivity increase,
exposure to cyber threats, particularly
through third-party service providers,
poses a growing risk to business
continuity, data security, and reputational
integrity. The increasing use of AI and
automation tools by service providers,
including audit firms, introduces new
governance considerations that the
Group is actively monitoring.
These emerging risks are not currently
classified as principal but are subject to
ongoing assessment. If any are determined
to meet the materiality threshold, they will be
reclassified accordingly and incorporated into
the principal risk register with appropriate
governance and mitigation plans.
MOLTENVENTURES.COM
67
STRATEGIC REPORT
1. Macroeconomic environment
Volatility of global
public and private
markets
Link to KPIs
1, 2, 3, 4, 5
Potential impact
•
Challenges in the macroeconomic environment,
including global conflicts, US tariff disruption,
global supply disruption, volatility in equity
and currency markets, elevated inflation, and
constrained central bank rate reductions, could
lead to market instability and global recession
•
Increased or disrupted supply chain costs and
associated impact upon customer demand,
portfolio business models, profit margins, and
business growth rates
•
Increased cost-of-living and commensurate
reduction in consumer or B2B spending,
potentially diminishing portfolio company
revenues, lowering valuations, and extending the
period to realisations
•
Enhanced portfolio company requirement for
liquidity; reduced confidence in growth stocks in a
higher-for-longer interest rate environment
Risk management and mitigation
•
Executive management engage in strong
and consistent investor relations with a well-
established and diversified shareholder base
•
Asset management business focused upon
predominantly service-oriented technology
companies not at the vanguard of global
tariff impact
•
Diverse portfolio across different stages of
development, geographies, and markets, with
syndicated strategy of minority equity ownership
alongside strong syndicate partners
•
Strong Board-level and investment team
experience of previous challenging
macroeconomic conditions
•
Suitable cash reserves bolstered by strong
realisations and availability of undrawn £60m
revolving credit facility
Changes/activities during the year
•
US tariff disruption in H1 FY26 caused initial market
volatility, followed by partial recovery; continued
geopolitical tensions and elevated inflation
constrained central bank rate reductions
•
Severe decline in SaaS and cloud sector valuation
multiples in H2 FY26 (the ‘SaaS sell-off’) materially
impacted comparable multiples used in portfolio
valuations, despite stable underlying operating
metrics
•
Partial offset from a degree of tech sector rotation
towards European assets
Focus for FY27
•
Enhanced monitoring of portfolio company
revenue expectations in the volatile
macroeconomic environment, with specific
consideration of exposure to shifting global and
domestic market dynamics
•
Continued emphasis on appropriate levels of
liquidity through access to debt facility, cash
realisations (including partial or secondary sales),
and additional fee income from third-party funds
under management
•
Continued focus on the launch of third-party
capital fund strategies to diversify away from
reliance on the public markets and provide
enhanced income streams
•
Continued focus on high performance portfolio
construction diversified across a range of sectors,
geographies and growth stages, including more
mature assets through secondary acquisitions
•
Maintain focus on investor relations to
communicate the strategy and resilience of
the Group
Key
Increasing risk
Static risk
Decreasing risk
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ANNUAL REPORT FY26
Our principal risks & uncertainties
2. Geopolitical protectionism
Direct and
indirect impact of
geopolitical events
Link to KPIs
1, 2, 4
Potential impact
•
International protectionism and a global tariffs
environment fuelling the escalation of geopolitical
tensions, uncertainty regarding import / export
controls, and impacting supply chains, the cost of
business, and adding to uncertainty
•
Inter-governmental policies presenting additional
hurdles to customer acquisition, supply chain
operation, and cross-border M&A opportunities,
particularly impacting later-stage large-scale tech
businesses and limiting routes to exit
Risk management and mitigation
•
Enhanced monitoring of portfolio company revenue
expectations in volatile macroeconomic environment,
with specific consideration of exposure to tariffs and
shifting global market dynamics
•
Flexibility of the Group’s investment strategy to make
new investments in multiple jurisdictions and support
growth ambitions through global network
•
Continued participation in lobbying efforts to prioritise
allocation in venture capital and early stage technology
businesses with the UK government through trade
association memberships including UK Private Capital
(formerly BVCA), the Association of Investment
Companies (AIC), Invest Europe and the EIS and VCT
Associations.
Changes/activities during the year
•
US tariff disruption in H1 FY26 created initial
volatility across global markets; partial recovery
followed but uncertainty remains elevated
•
Ongoing conflict in Ukraine, Iran and the Middle
East continues to disrupt regional stability and
associated supply chains
•
Increased European defence expenditure created
selective opportunities for certain portfolio
companies, including ICEYE
Focus for FY27
•
Ongoing monitoring and management of Group
exposure to tariffs and sanctions
•
Supporting portfolio companies to navigate
evolving tariffs landscape where acutely or
tangentially impacted
•
Continued participation with various trade
associations to lobby UK and European
governments on benefits of access to wider pools
of capital, including in the context of cross-border
portfolio exit opportunities
•
Providing access, network opportunities, and
strategic advice to portfolio company founders
and management teams to explore US and wider
global markets
Key
Increasing risk
Static risk
Decreasing risk
MOLTENVENTURES.COM
69
STRATEGIC REPORT
3. Capital market volatility
Exposure to risk
associated with the
Company’s status
as a publicly listed
entity
Link to KPIs
1, 2, 5,
Potential impact
•
Immediate exposure to fluctuations in the public
markets and broader market trends, which can be
volatile and disconnected from the performance or
activities of the Company
•
A share price persistently trading at a discount to
NAV could lead to: the Company becoming an
acquisition target or shareholder activism;
reduced
value in management and employee LTIPs affecting
hiring and retention; and/or potential concentration
of the share register
•
Information concerning the Company is
significantly more public relative to Molten
Ventures’ privately owned peer group, which are
overwhelmingly structured as GP/LP structures with
minimal or no public reporting requirements
Risk management and mitigation
•
Work alongside the Company’s brokers and PR
agencies to engage with institutional and retail
shareholders and build upon the Company’s
well-diversified shareholder base
•
Close active monitoring of the Company’s share
register to track shareholder movement
•
Third-party capital strategies with other investors
to share risk and diversify income streams
•
Ongoing share buyback programme to deliver
NAV per share accretion and narrow the discount
Changes/activities during the year
•
Public market volatility driven by US tariff
disruption and the SaaS sell-off in H2 FY26 created
headwinds for the Company share price
•
The Company’s share price continued to trade at
a discount to NAV per share throughout the year,
reflecting broader investment company sector
headwinds and public market volatility
•
Continued share buyback programme: £38 million
returned to shareholders in FY26, taking the total
programme to £60 million committed
•
Increased shareholder activism observed in UK
investment companies more broadly
•
Engagement with shareholders through events
including Investor Day, webinars catering to
different audiences, and direct interactions
between the Chairman of the Company and
certain institutional shareholders
Focus for FY27
•
Continued work alongside the Company’s brokers
and PR agencies to engage with institutional and
retail shareholders and build upon the Company’s
well-diversified shareholder base
•
Engage directly with shareholders to build share
price relative to NAV and deliver value and returns
for shareholders
•
Continued focus on the launch of new third-party
capital investment strategies and fee-paying
funds to increase fee income, diversify routes to
liquidity and reduce reliance on capital markets
Key
Increasing risk
Static risk
Decreasing risk
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ANNUAL REPORT FY26
Our principal risks
continued
4. Cyber security & AI
Cyber security
threats or incidents
may affect the
operation and
reputation of the
Link to KPIs
1, 3, 4
Potential impact
•
A significant cyber or information security breach
could result in financial loss, regulatory sanction,
reputational damage, severe business disruption,
or the loss of business-critical or commercially
sensitive data
•
Ransomware, phishing, or social engineering
attacks targeting staff or third-party service
providers could compromise systems or data
integrity
•
Increasing use of AI and automation tools by the
Group and its service providers (including PwC)
introduces new attack vectors and governance
considerations
•
Rapid and dynamic advances in AI outpacing
existing regulatory frameworks, presenting
significant growth and efficiency potential for the
Group and portfolio companies, exposing the
Group and its portfolio companies to evolving
compliance, ethical, cyber, and reputational risks.
•
Uncertainty and disruption associated to the extent
and pace of technological advances
•
Operational AI risk arising from the use of AI-
assisted tools, including the risk of over-reliance
on AI-generated outputs, model error, and data
integrity failures
•
Regulatory non-compliance in the use of AI
systems, and reputational damage arising from
inappropriate or ungoverned AI use
•
Portfolio concentration risk reflecting the Group’s
exposure to the commercial, regulatory, and
ethical risks facing AI-focused investee companies,
including adverse regulatory intervention under
the EU AI Act and emerging UK AI governance
frameworks
•
Technology obsolescence, intellectual property
disputes, and liability arising from AI model
outputs at portfolio company level, with the
potential for reputational contagion to the Group
•
Third-party and supply chain dependencies —
including managed IT, cloud infrastructure, and
fund administration providers — create additional
cyber exposure
•
A failure of business continuity or disaster recovery
systems following a cyber incident could result in
prolonged operational disruption
Risk management and mitigation
•
Governance: the ARVC provides Board-level
oversight of cyber risk and resilience; the Head
of IT manages day-to-day operations and reports
to the CFO. Cyber risk is a standing item at bi-
weekly Executive Team meetings and is reported
to the ARVC at least annually. Group Responsible
AI Use Policy introduced with associated internal
AI tool approval process providing structured
oversight of operational AI use, with human
review requirements for all material outputs
•
Monitoring: 24/7 Security Operations Centre
(SOC) monitoring by Softwerx, providing live
threat detection and continuous oversight;
weekly CFO/Head of IT cyber risk reviews
•
Penetration testing: annual independent
penetration tests carried out by Worknestr;
findings tracked to closure via Rock IT.
•
Endpoint and access security operated across
the Company’s IT estate including MFA enforced
across all systems i and complex password policy
•
Data protection: Microsoft Purview compliance
and information protection; Data Loss Prevention
controls; data labelling, retention, and security
policies; DPIA register maintained
•
Training: annual mandatory cyber security
training for all staff via KnowBe4; externally
led training on the Group’s AI use policy, data
handling obligations, and the limitations of AI-
generated outputs monthly phishing simulations
with mandatory remedial training for fails;
training metrics reported to senior management
and the Board
•
Policies: Acceptable Use, Firewall Configuration,
IT Incident Management, IT Password, Patch
Management, and Awareness Training Policies all
in place; signed up to the NCSC Early Warning
service
Key
Increasing risk
Static risk
Decreasing risk
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STRATEGIC REPORT
Changes/activities during the year
•
Detailed cyber security presentation provided
to the ARVC during the year, covering key risks,
mitigating controls, the IT framework, third-party
systems, and the roadmap for future development
•
Cyber Essentials Plus certification achieved and
maintained, covering all Molten Ventures Group
entities, IT systems, networks, endpoints, cloud-
based infrastructure (Microsoft 365/Azure), and
all employee devices — independently verifying
protections against common cyber threats
•
Continued monitoring of regulatory
developments in AI governance across the UK,
EU and US to continue to assess impact
for the
Group’s operations and portfolio companies
•
Implementation of a Group Responsible AI Use
Policy governing permissible use of AI tools across
all business functions, including requirements
for human review and sign-off of AI-generated
outputs used in investment decisions, regulatory
filings, and financial reporting
•
Implementation of an internal AI Tool approval
framework, including initial validation checks.
•
Adoption of secure and compliant AI tools within
the business supported by bespoke externally-led
training
•
Externally-led Staff training programme
introduced covering the Group’s AI use policy,
data handling obligations, and the limitations of
AI-generated outputs
•
Microsoft 365 Secure Score of 80% maintained as
at November 2025, significantly above the 43.33%
average for organisations of comparable size, and
improved from 69.86% at the start of 2024
•
CIS Maturity Level assessed at Level 3–4
(“Rationalized” to “Dynamic”), in line with the
expected range for an organisation of Molten
Ventures’ size and risk profile
•
Annual independent penetration testing
conducted by Worknest across all systems, with
findings remediated systematically; quarterly
security reviews conducted with Softwerx
•
Daily simulated phishing tests conducted across
all staff; mandatory remedial training triggered
for any fails; completion rates and click-through
performance monitored and reported to senior
management
Focus for FY27
•
Continued review and development and
adaptation of cyber security and information
security systems, policies, and procedures with
the support and guidance of outsourced IT
providers
•
Ongoing monitoring and development of
internal policy relating to the usage and
regulatory parameters surrounding AI
•
Continued monitoring of supplier cyber
compliance and escalation protocols for material
third-party risks
•
Annual penetration testing and BCP/DR testing,
targeting Recovery Time Objective of <4 hours
for critical systems
72
ANNUAL REPORT FY26
Our principal risks
continued
5. Key personnel
Ability to attract
or retain staff with
relevant skills and
experience
Link to KPIs
3, 4
Potential impact
•
The work of the Group requires specialist
practitioners and, as a relatively small team, if
the Group does not succeed in recruiting or
retaining the skilled personnel necessary for the
development and operation of its business, it may
not be able to grow as anticipated or meet certain
of its strategic objectives
Risk management and mitigation
•
Competitive packages and enhanced employee
benefits offered to personnel, with periodic,
externally-led market comparisons for both staff
and Executive packages
•
Long-term incentives aligned to Group strategy
through the issuance of performance-related
share options
•
Short-term incentives linked to a combination
of personal and corporate targets aligned to
the Company’s corporate purpose, values, and
wider stakeholder interests
•
Access to externally-led coaching and
mentoring; mental health support; and ongoing
focus on staff development with ringfenced
learning and development budget
Changes/activities during the year
•
1 Senior Partner, 3 Partners and 3 Associates joined
the Investment Team during the period
•
2 Principals were promoted to Partner during
the period
•
Chief People Officer appointed to lead the people
strategy, culture workstream and ongoing hiring
programme
•
Continued focus on diversity and inclusion
across the Group, including through training
and the continued usage of the firm’s DEI
Recruitment Policy
Focus for FY27
•
Continued focus on culture within the business,
with the newly appointed Chief People Officer
leading the culture workstream and reporting
progress to the Board
•
Continued focus on mental and physical
wellbeing of all staff through outsourced
providers
•
Ongoing hiring process to bring in high-
performing investment and other professionals
to further augment the team in line with the
Company’s DEI Recruitment Policy to source
and make hires from a diverse, highly skilled
talent pool
Key
Increasing risk
Static risk
Decreasing risk
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STRATEGIC REPORT
6. Liquidity and access to capital
Reduced
availability of
capital impacting
on the Company’s
investment strategy
Link to KPIs
1, 2, 3, 5
Potential impact
•
The reduced availability of capital and resulting
reduction in liquidity may impair the ability of the
Company to make investments (new or follow-
on) or limit the frequency or quantum of deals in
which Molten Ventures can participate
•
Potential impact upon funding models and ability
to execute on strategic business plans, at both a
Company and portfolio level, including: reduced
access to revolving credit facility; slower progress
on strategic initiatives; cost base implications
and potential headcount reductions; depressed
valuations where portfolio companies are unable
to demonstrate a path to liquidity; and extended
time horizon of realisations due to slowed
IPO market
Risk management and mitigation
•
Strong period of realisations across the portfolio,
with visibility on further realisations anticipated
in FY27
•
Liquidity available through the £60 million
revolving credit facility maintained with JP
Morgan and HSBC Innovation Banking
•
Cash flow forecasts and borrowing structures
considered at each meeting of the Executive
Directors and every Company Board meeting
•
Frequent investor engagement with all key
shareholders and stakeholders by the Company’s
CEO and CFO
•
Continued emphasis on appropriate levels of
liquidity through access to debt facility, cash
realisations, and additional fee income from
third-party co-investors
Changes/activities during the year
•
Strong realisations of £120 million in FY26,
maintaining balance sheet resilience
•
Consolidated Group cash of £52 million at
31 March 2026 and £60 million undrawn revolving
credit facility, plus £24 million of cash available for
investment from the managed EIS and VCT funds
•
Continued share buyback programme
demonstrating capital discipline and NAV per
share accretion
•
Progress towards a range of private fund
strategies including the hiring of a dedicated
secondaries team
Focus for FY27
•
Continued focus on realisations from the
portfolio to generate cash returns to the
balance sheet for redeployment in line with our
allocation policy
•
Continued emphasis on appropriate levels of
liquidity through access to debt facility, cash
realisations, and additional fee income from
third-party funds under Group management
•
Launch of additional third-party capital strategies
to provide enhanced income streams
•
Maintain focus on investor relations to
communicate the strategy and resilience of
the Group
Key
Increasing risk
Static risk
Decreasing risk
74
ANNUAL REPORT FY26
Our principal risks
continued
7. Regulatory & compliance
Compliance with
applicable laws,
regulations,
and regulatory
frameworks
Link to KPIs
1, 2, 5
NEW PRINCIPAL RISK –
This risk has been
restructured and
elevated in FY26 to
reflect the increasing
volume and complexity
of regulatory obligations
applicable to the Group,
including the 2024 UK
Corporate Governance
Code, evolving FCA
requirements, AIFMD
developments, and the
introduction of Provision 29
internal controls reporting.
The risk previously
encompassed elements
now captured separately
under the new Financial
reporting integrity
principal risk (Risk 8)
Potential impact
•
Failure to comply with FCA regulatory
requirements (including AIFMD, SM&CR,
Consumer Duty, and market abuse regulations)
could result in regulatory sanctions, restrictions
on permitted activities, significant penalties, and
reputational damage
•
Breach of AML/KYC obligations in relation to
investors or investee companies could result in
regulatory action and reputational damage
•
Failure to comply with data protection obligations
(UK GDPR) could result in regulatory fines and
reputational damage
Risk management and mitigation
•
Comprehensive suite of policies and procedures
compliant with AIFMD, including Compliance
Manual, Product Governance Policy, SM&CR
Policy, and Group Wind Down Plan
•
Annual assessments, all-staff annual conduct
rules training, and biannual attestations for F&P
compliance
•
Conflicts of Interest Policy and register with
disclosure protocols and annual training
•
Insider list management, personal account
dealing register, closed periods, and all-staff
annual training
•
Group AML Policy, Financial Crime Risk
Assessment, and FirstAML platform with
biometric checking and ongoing PEP/sanctions
monitoring
•
Data Protection Handbook, DPIA register, and
all-staff annual data protection training
•
External compliance monitoring by IQ-EQ with
quarterly reporting to the ARVC
Changes/activities during the year
•
Updated ARVC terms of reference to reflect
the 2024 UK Corporate Governance Code
requirements, including the Committee’s oversight
role in relation to material internal controls
•
FCA Private Market Valuations Review concluded
in September 2025
•
Continued utilisation of automated AML/ KYC
platforms including FirstAML and Xapien offering
enhanced checks including biometrics.
•
Annual SYSC, MLRO, and Compliance Reports
presented to the Board; quarterly monitoring
reports from IQ-EQ
•
Annual Consumer Duty Board Report presented
with external monitoring component
Focus for FY27
•
Continued monitoring of evolving FCA
regulatory requirements, including reform of UK
AIFM regulations, expected in July 2026, and
associated anticipated consultation
•
Finalisation of Provision 29 material controls
framework and preparation of the Board’s
first Provision 29 declaration for the FY27
Annual Report
•
Continued engagement with trade associations
and other industry bodies on regulatory
developments
•
Ongoing development of the compliance
controls in response to regulatory change
•
Continued biannual all-staff attestation process
to confirm compliance with key regulatory
obligations
Key
Increasing risk
Static risk
Decreasing risk
MOLTENVENTURES.COM
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STRATEGIC REPORT
Our principal risks
continued
8. Financial reporting integrity
Accurate,
complete, and
compliant financial
and non-financial
reporting
Link to KPIs
1, 2, 3, 5
NEW PRINCIPAL RISK –
This risk has been
separated out from
the Group’s broader
compliance risk in FY26
to more clearly delineate
financial reporting integrity
as a discrete risk category,
in line with the way
the 2024 UK Corporate
Governance Code
distinguishes between
compliance and reporting
risks. The Group’s
underlying controls
framework is unchanged;
the work undertaken in
the year has been directed
at supporting the new
Provision 29 internal
controls declaration.
Potential impact
•
Material misstatement in the financial statements,
whether through error or fraud, could result
in restatement, regulatory action, reputational
damage, and loss of investor confidence
•
Failure to produce timely, accurate, and compliant
interim and annual reports could result in
regulatory sanction and adverse market reaction
•
Inaccurate or misleading market announcements
could result in regulatory action under UK MAR
and reputational damage
•
Failure to maintain effective controls over the
valuation of unlisted investments — the most
significant area of judgement in the financial
statements — could result in material misstatement
•
Inadequate controls over non-financial reporting
(including sustainability disclosures) could result in
regulatory action and reputational damage
•
Failure to make a compliant Provision 29
declaration in the FY27 Annual Report could result
in adverse regulatory and investor action
Risk management and mitigation
•
Multi-stage review process for annual and
interim reports, with Board and ARVC approval
•
Investment Valuation Process governed by a
single valuation policy, ring-fenced from the
investment team, incorporating a four-eyes
review and ARVC oversight
•
Management reporting prepared monthly with a
three-step review process;
•
Dual authorisation required for all material
payments; bank reconciliations completed within
two working days
•
CFO/Company Secretary sign-off process for all
RIS announcements, with legal and compliance
review for material announcements
•
Annual review of accounting policies; external
tax adviser oversight with documented review
and approval processes
•
Fund Controller review and approval of all fund
administration packs prior to release or use for
financial reporting
Changes/activities during the year
•
Material Controls Framework developed during
FY26, identifying 40 material controls across four
categories (Financial, Operational, Reporting, and
Compliance), aligned to the 2024 UK Corporate
Governance Code Provision 29
•
ARVC confirmed satisfaction with the internal
control environment and endorsed the Company’s
approach to Provision 29 preparation at its March
2026 meeting
•
FRC’s revised Provision 29 guidance published
during the year, confirming a more flexible,
proportionate, and principles-based approach;
first application for the Company is for accounting
periods beginning 1 April 2026
•
Updated Group Valuation Policy approved,
incorporating revised IPEV guidelines and FCA
PMVR feedback
•
Adoption of an updated Financial Crime Risk
Assessment to include qualitative narratives
and quantitative scoring following FCA industry
feedback on best practices.
•
Risk management platform fully operational,
supporting real-time risk monitoring and control
effectiveness tracking
•
PwC audit for FY26 completed with no material
misstatements identified. Improved collaboration
and process efficiency noted
Focus for FY27
•
Finalisation of the Material Controls Framework
and preparation of the Board’s first Provision 29
declaration for the FY27 Annual Report
•
Monitoring of first-wave Provision 29 disclosures
(calendar year-end reporters) to inform the
Company’s own reporting approach
•
Continued development of the annual
effectiveness assessment process for material
controls
Key
Increasing risk
Static risk
Decreasing risk
76
ANNUAL REPORT FY26
9. Climate change
Physical and
Transition-related
climate risks
Link to KPIs
1, 3, 4, 6
Potential impact
•
Transitioning to a lower-carbon economy will
entail policy, legal, technology, and market
changes to address mitigation and adaptation
requirements related to climate change
•
Physical risk of climate change-related events
directly impacting upon the Company or its
people, or the companies and personnel within
the Molten Ventures portfolio
•
Changing and potentially divergent stakeholder
and regulatory expectations around the
approach to climate change at a Group and/or
portfolio level
Risk management and mitigation
•
Adherence to the Company’s Sustainability Policy
and Climate Strategy to integrate consideration
of climate-related risks and opportunities
throughout the Group’s activities
•
Continued climate-related engagement with
portfolio companies and key suppliers as a
component part of Molten’s Climate Strategy
•
Continued climate-related reporting supported
by external domain experts
Changes/activities during the year
•
Continued engagement with portfolio companies
on climate-related topics to build literacy and
develop client-orientated strategies
•
Continued climate-related reporting supported
by external domain experts, as set out in the
Sustainability Report
•
A proportion of variable pay for Executive
Directors and all employees linked to completion
of Sustainability KPIs, which include climate-
orientated goals
•
Sustainability Committee oversight of climate-
related governance and reporting throughout
the year
•
Delivery of 100% of the Company’s FY26
Sustainability KPIs (see page 59)
Focus for FY27
•
Delivery of the Company’s FY27
Sustainability KPIs
•
Continued development and delivery against
the Company’s Climate Strategy
•
Continued engagement with our portfolio on
climate-related topics including carbon footprint
measurement and GHG-reduction plans
•
Evolution and development of the application
of climate considerations within the valuations
process
Key
Increasing risk
Static risk
Decreasing risk
MOLTENVENTURES.COM
77
STRATEGIC REPORT
10. Risk profile of venture investing and venture
High risk profile of
venture investing
into early-stage
companies
Link to KPIs
1, 2, 5
Potential impact
•
Individual portfolio companies may not perform
as anticipated and either fail or have increased
funding requirements
•
Significant commitment of time and resource to
the active management of early-stage high-
growth companies
•
Due to the illiquid nature of the asset class,
valuation of tech companies across global markets
may impact upon the Group’s NAV and impact the
timing and/or quantum of realisations at exit
•
The timing of portfolio company realisations
is uncertain and cash returns to the Group are
difficult to predict
•
The SaaS sell-off in H2 FY26 demonstrated the
sensitivity of portfolio valuations to public market
comparable movements, even where underlying
portfolio company operating metrics remain stable
Risk management and mitigation
•
Rigorous due diligence undertaken by highly
qualified Investment Team and surrounding
operational platform
•
Active management of portfolio with consent
rights and Board seats or observer roles typically
required as a pre-requisite to investment
•
Investment in portfolio companies made via
preference structures, providing downside
protection relative to other classes of share
•
Diversified portfolio across different
geographies, sectors, and stages to mitigate
impact of single investment failures
•
Backtesting of exit prices against latest published
NAV to validate valuation methodology
Changes/activities during the year
•
Core Portfolio delivered 26% fair value growth for
the year, consistent with the through-the-cycle
target of 20% per annum
•
Core Portfolio remains well funded, supported
by solid performance, revenue growth, and
successful funding rounds during the period.
Revenue across the Core Portfolio grew by 40%,
reflecting strong performance in most businesses.
•
Cash runways across the Core Portfolio remain
healthy, with 88% of companies funded for at least
12 months and seven already profitable.
•
Strong realisations of £120 million in FY26
Focus for FY27
•
Working closely alongside portfolio
management teams to extend cash runway and
preserve/enhance value
•
Continued work with external advisers to help
deliver a pipeline of realisations targeted at, or
above, holding NAV
•
Continued focus on identifying strong best-
in-class scalable technology companies with
very large addressable markets and a path to
becoming a category leader
•
Continued development of the Emerging
Portfolio segmentation to provide greater
transparency to investors
Our principal risks
continued
Key
Increasing risk
Static risk
Decreasing risk
78
ANNUAL REPORT FY26
The Directors have assessed the viability of the Group over a
three-year period to March 2029, considering its strategy, its current
financial position and its principal risks.
The three-year period reflects the time horizon over which
the Group places a higher degree of reliance over the
forecasting assumptions used.
The three-year plan is built using a bottom-up model and
makes assumptions about the level of capital deployed
into, and realisations from, its portfolio companies, the
financial performance (and valuation) of the underlying
portfolio companies, the Group’s utilisation of its debt
finance facility and the ability to raise further capital,
the level of the Group’s net overheads and the level of
dividends.
To assess the impact of the Group’s principal risks on
the prospects of the Group, the plan is stress-tested by
modelling severe but plausible downside scenarios as
part of the Board’s review of the principal risks of the
business.
While all the risks identified, including cyber security, key
personnel, industry competition, FX exposure and loss
of regulated status, could potentially have an impact on
the Group’s financial position, the Directors believe that
the risks most likely to impact the Group’s viability include
changes to the global macroeconomic environment,
portfolio valuations, geopolitical protectionism, profile of
venture investments and unpredictability of exit timing.
The severe downside scenarios model situations were:
1. Concentration risk
Scenario: considers the impact of a material event causing
the single largest asset in the portfolio to be written off.
Links to Principal Risks: 1, 3, 10
2. Valuations risk
Scenario: considers the impact of public and private
market recalibration causing severe disruption to the
operating cycle, significantly reducing valuations and
realisations, and stalling routes to exit.
Links to Principal Risks: 1, 2, 3, 6, 10
3. Realisations risk
Scenario: considers no additional exits other than those
that have been agreed and the sale of listed assets, either
due to severe disruption to the market or due to exits
in the form of IPO with shares held being subject to a
lock-up period.
Links to Principal Risks: 1, 2, 3, 5, 6
4. A combination of scenarios 1–3 above
The Directors have considered an “all risks” stress test
scenario, combining all of the scenarios tested in a “worst
case” analysis. This is a highly unlikely, albeit plausible
scenario; however, in the event of such a scenario,
the Group would be able to continue operating until
September 2027 before a liquidity shortfall, without
mitigating action. However, mitigating actions would
ensure sufficient liquidity well beyond March 2029.
In such scenarios, there would be additional options available
for the Group to mitigate the impact on liquidity, including:
a.
reducing investment levels to mitigate the impact on
liquidity;
b.
exits outside the usual course of business;
c.
equity financing;
d.
syndicated fund strategies;
e.
debt financing.
Given the current volatility of public markets an equity
raise has not been modelled in any of the scenarios.
The Directors also considered
viability over the longer term
period. Risks considered were:
1. The resilience of the underlying
business model
The “patient capital” nature of the Group’s business
model, which affords the Group flexibility in terms of exit
timings, coupled with its relatively low level of committed
capital, provides a high degree of financial resilience to
macroeconomic risks.
Links to Principal Risks: all
2. Resilience to technological risks
While no major issues were identified, the Company has
continued to invest in improvements to IT infrastructure,
software and cyber security.
Links to Principal Risks: 4
3. Resilience to social and environmental
risks
The Group works with external providers and voluntarily
reports against external standards and frameworks. A
Climate Strategy has been developed and a dedicated
Sustainability Committee oversees the implementation
of the Group’s Responsible Investment & Sustainability
Policy. Sustainability KPIs are measured and performance
against sustainability targets is indexed to staff bonuses.
Links to Principal Risks: 1, 2, 3, 9
Based on this assessment, the Directors have a reasonable
expectation that the Group will continue to operate and
meet its liabilities, as they fall due, up to at least March 2029.
Board approval
The Strategic Report as set out on pages 4 to 79 was
approved by the Board of Directors on 9 June 2026 and
signed on its behalf by:
Andrew Zimmermann
Chief Financial Officer
Please see our
Principal Risks
section, starting on
page 68 for further
details on our
Principal Risks
MOLTENVENTURES.COM
79
STRATEGIC REPORT
Viability statement
80
ANNUAL REPORT FY26
Contents
Governance Report
82
Governance at a glance
83
Corporate governance statement
84
Board of Directors
86
Board leadership and corporate governance
89
Division of responsibilities
90
Role, composition and evaluation
93
Nomination Committee Report
97
Sustainability Committee Report
99
Audit, Risk and Valuations Committee Report
103
Directors’ Remuneration Report
128
Directors’ Report
131
Statement of Directors’ responsibilities in
respect of the financial statements
Governance
Report
Partner, Nicola McClafferty moderating AI panel at Molten
Investor Day featuring Audrey Miller from Tapestry, Max Bautin
from Connect Ventures, and Pietro Bezza from IQ Capital.
Key activities in applying the principles of the UK Corporate Governance Code
Code principles
Activity in the year
Board leadership
and Company
purpose (A-E)
•
Full review of Company strategy and Chairman-led engagement with top institutional shareholders
•
Continued DNED programme of engagement with updates on workforce engagement responses. How
the Board assesses and monitors the culture of the business is set out on page 86
•
Board approval of refreshed corporate values and monitoring of embedding of culture
Division of
responsibilities (F-I)
•
Information on the activity of the Committees is set out in their individual reports starting on pages 93
(Nomination Committee), 97 (Sustainability Committee), 99 (Audit, Risk and Valuations Committee) and 103
(Remuneration Committee).
Composition,
succession and
evaluation (J-L)
•
Recommended a one year extension to Grahame Cook’s tenure
•
Moved to a new format for internally facilitated Board performance reviews
•
Overseen transition of SID and Chair of Audit, Risk and Valuations Committee
Audit, Risk and
Internal control
(M-O)
The Audit, Risk and Valuations Committee’s activity during the year has focused on its key responsibilities
around the integrity of financial reporting (including valuations), and ensuring that risk management and
internal control systems operate effectively. Other activities included:
•
Reviewed annual compliance reports, corporate policies and procedures
•
Regular updates and oversight on work to prepare for FRC Code Provision 29
Further information is included in the Audit, Risk and Valuations Committee Report starting on page 99.
Remuneration (P-R)
•
Full two-phase shareholder and proxy adviser consultation on the Directors’ Remuneration Policy for
approval at the AGM to be held in July 2026
•
Drafting and consideration of new Employee Share Scheme Rules to operate alongside new Executive
Schemes
Board composition
Board independence table
Chair
(independent on
appointment)
Laurence
Hollingworth
Independent
(Non-Executive
Directors)
Grahame Cook
Sarah Gentleman
Lara Naqushbandi
Gervaise Slowey
Non-
Independent
(Executive
Directors)
Ben Wilkinson
Stuart Chapman
Andrew Zimmermann
Board attendance table
Director
Board
Audit, Risk and
Valuations Committee
Remuneration
Committee
Nomination
Committee
Sustainability
Committee
Laurence Hollingworth
1
Grahame Cook
Sarah Gentleman
Gervaise Slowey
Lara Naqushbandi
Ben Wilkinson
1
Andrew Zimmermann
1
Stuart Chapman
1
Not members but attend each meeting.
3
3
2
0-3 years
3-6 years
6-9 years+
62.5%
37.5%
Male
Female
43%
57%
Non-independent
Independent
Gender
diversity
Independence
(Excl Chair)
Tenure
82
ANNUAL REPORT FY26
Governance at a glance
Dear Shareholder,
I am pleased to present the Governance Report for the year ended 31 March
2026. This section outlines the Group’s governance framework, the Board’s
responsibilities, its key activities over the period, and our compliance with the UK
Corporate Governance Code. Further information on the Code is available on the
Financial Reporting Council’s website: frc.org.uk
The Board confirms that it applied the
principles of the UK Corporate Governance
Code (the "Code") throughout the year and
complied in full with its relevant provisions.
This is the first year in which we report under
the 2024 edition of the Code, which took
effect for the Company on 1 April 2025.
During the year, we undertook preparatory
work for compliance with the updated
Code, including the addition of new sections
addressing Board leadership, purpose,
culture and values, and we have enhanced
our approach to risk management and
internal controls in line with the updated
Code’s requirements. Reporting on the new
Provision 29 on risk management and internal
control, which takes effect for financial years
beginning on or after 1 January 2026, will
commence in next year’s Annual Report.
Board composition
Female representation in senior Board roles
has been achieved following the 2025 AGM.
Sarah Gentleman assumed the role of Senior
Independent Director (SID), succeeding
Grahame Cook, and Lara Naqushbandi
became Chair of the Audit, Risk and
Valuations Committee. Both individuals are
performing their roles excellently, and the
Board is pleased with the effectiveness of
these transitions.
Grahame Cook will stand for re-election
at this year’s Annual General Meeting for
a further final year. As reported last year,
Grahame has served with distinction since his
appointment at the time of the Company’s
IPO, and the Nomination Committee
has conducted a thorough review of his
continued independence given his tenure
of more than ten years. This extension is
explicitly limited to one year; Grahame will
not stand for re-election at the 2027 AGM,
and the Board has committed that there will
be no further extensions beyond this period.
Full details are set out in the Nomination
Committee Report on pages 93 to 96.
All other Directors will also stand for
re-election. Further details are provided in
the Nomination Committee Report on pages
93 to 96.
Board performance
review
An effective Board is critical to the Company’s
long-term success. Following the
significant
Board changes in the financial year, it
was concluded to conduct an internal
performance evaluation 2026 and plan
for the next externally facilitated review
to be scheduled for 2027, in line with our
commitment to externally facilitated reviews
on a three-year cycle. The methodology and
outcomes of the 2026 internal review are set
out on page 92.
Workforce engagement
The Board recognises the importance of
effective workforce engagement and
transparency in how employee interests
inform our decision-making. Gervaise Slowey
is now in her third year as the Designated
Non-Executive Director (DNED) for workforce
engagement and has continued to play a
key role in embedding the desired culture
across the business. At executive level
a Chief People Officer, Chantal Cantle,
was appointed and continued on the
culture roadmap from FY25. A summary
of the initiatives can and how culture has
embedded can be found on pages 86 to 87.
During the year, the Sustainability Committee
which Gervaise also chairs was responsible
for measuring progress and reporting
on the corporate KPI’s completion to the
Remuneration Committee.
A summary of engagement activities led by
Gervaise is available on page 97.
Shareholder engagement
and AGM
Our engagement with Shareholders and
other stakeholders is detailed on pages 87 to
88. During the year, I engaged directly with
investors representing approximately 55%
of the register, and I welcome continued
direct communication on governance or
other matters. I can be contacted through the
Company Secretary at our registered office or
by email at [email protected]
Retail investors are encouraged to register
for updates via the Investor Meet Company
platform, which we used throughout the
year to share financial results and portfolio
insights.
Finally, I would like to thank all our
stakeholders for their continued support over
the past year. I look forward to welcoming
Shareholders to our Annual General Meeting,
which will be held at 4 More London
Riverside, London, SE1 2AU on 22 July 2026.
Laurence Hollingworth
Chairman
MOLTENVENTURES.COM
83
GOVERNANCE REPORT
Corporate governance statement
Laurence
Hollingworth
Chairman
Age:
68
Appointed:
January 2024
Membership:
C
C
Sarah
Gentleman
Senior Independent Director
Age:
56
Appointed:
September 2021
Membership:
C
Grahame
Cook
Independent
Non-Executive Director
Age:
68
Appointed:
June 2016
Membership:
Gervaise
Slowey
Independent
Non-Executive Director
Age:
58
Appointed:
July 2021
Membership:
C
Laurence has extensive experience
in the capital markets and a strong
understanding of the investment
environment, following a 37-year
career with Cazenove and latterly
JP Morgan. He has held several
senior leadership roles during
his career including Head of UK
Investment Banking, Head of EMEA
Industry Coverage, and finally as
Vice Chairman for Equity Capital
Markets EMEA. He is currently chair
of Clarkson plc, the world’s largest
shipbroker, and a non-executive
director of Atom Bank plc, an online
retail challenger bank. Laurence
serves as Chair of the Nomination
Committee and as a member of the
Remuneration Committee.
In addition to her role as a Non-
Executive Director at Molten Ventures,
Sarah is the senior independent
director of Rathbones Group plc, as
well as being a member of its audit,
risk, nomination and remuneration
committees. Sarah has over 30 years’
experience working in a combination
of strategic and financial roles, having
started her career as an analyst at
McKinsey & Company; these include
business development director at
Egg UK and chief financial officer
at LCR Telecom. Until 2012, Sarah
was a sell-side banking analyst
at Sanford Bernstein where she
covered French, Spanish and Italian
banks. Most recently, Sarah has been
working as an adviser to early-stage
technology companies with a focus
on fintech. At Molten Ventures, Sarah
is the Senior Independent Director,
chairs the Remuneration Committee
and sits as a member of the Audit,
Risk and Valuations Committee and
Nomination Committee.
Grahame is an experienced public
company non-executive director,
with over 20 years’ experience
as an audit and risk committee
chair. Grahame’s background is in
investment banking, with 20 years’
experience of M&A, equity capital
markets and corporate advisory.
Grahame started his career at Arthur
Andersen, where he qualified as a
chartered accountant. He became
a director of corporate finance at
Barclays de Zoete Wedd in 1993,
and then joined UBS as a managing
director, a member of its global
investment banking management
committee and global head of equity
advisory. At UBS he was responsible
for creating its industry sector teams,
including technology and healthcare.
In 2003 he became joint chief
executive officer at WestLB Panmure
where he built a pan-European
business focused on growth
companies and ran a €100 million
technology fund. He advised the
London Stock Exchange in 2003 on
the creation of its TechMark growth
segment. Grahame sits on a number
of technology and technology-rich
healthcare company boards, both
listed and unlisted. Grahame holds a
Double First Class Honours degree
from the University of Oxford.
Gervaise has a background in senior
management, international business,
marketing and media. Gervaise
serves as a non-executive director
on the boards of Eason plc (Ireland’s
largest book retailer) and Wells Fargo
Bank International (WFBI) where she
is also Chair of the Remuneration and
Nomination Committee. Gervaise
was formerly CEO of Communicorp
Group (now Bauer), Ireland’s largest
independent radio group, and
also served as a non-executive
director on the boards of Dalata
plc, the International Rice Research
Institute, the Institute of Directors
(Ireland) and Ulster Bank Ireland.
Prior to that she held senior roles in
Ogilvy Worldwide for 16 years, most
recently global client director. She
is a Chartered Company Director
(Institute of Directors), a Dublin City
University Business Studies graduate
(BBS) and completed Sustainability
Leadership Programmes at both
Cambridge University (2019) and
Imperial College London (2025). At
Molten Ventures, Gervaise is the
Designated Non-Executive Director
for Workforce Engagement, chairs
the Sustainability Committee and is
also a member of the Audit, Risk and
Valuations Committee, Remuneration
Committee, and Nomination
Committee.
The age of each Director is displayed as at 9 June 2026.
84
ANNUAL REPORT FY26
Board of Directors
Key
Board
Audit, Risk and Valuations Committee
Remuneration Committee
Nomination Committee
Sustainability Committee
C
Chair
Lara
Naqushbandi
Independent
Non-Executive Director
Age:
45
Appointed:
September 2023
Membership:
C
Ben
Wilkinson
Chief Executive
Officer
Age:
45
Appointed:
June 2019
Membership:
Stuart
Chapman
Executive Director
Age:
56
Appointed:
June 2016
Membership:
Andrew
Zimmermann
Chief Financial
Officer
Age:
54
Appointed:
January 2025
Membership:
Lara is an experienced investor,
operator, and former tech executive
with a 20+ year track record spanning
private equity, growth-stage
company building, and leadership
at global technology and industrial
firms. She is currently CEO and
co-founder of ETFuels, a PE-
backed energy transition company
developing large-scale e-fuels
projects across Europe and the US.
As founding CEO, she has led the
company through inception, capital
raising, and commercial scale-up.
Prior to ETFuels, Lara served on
the UK ExCo at Google, as CFO for
Google UK and later as Director of
Retail, leading partnerships with the
UK’s largest advertisers. She was also
Executive Sponsor for Sustainability,
shaping Google UK’s decarbonisation
and stakeholder strategy. Earlier
in her career, Lara was CFO of Rio
Tinto’s global Commercial and
Marine Group, overseeing finance,
strategy, governance, and risk across
multi-billion-dollar commodity flows.
She also spent nearly a decade in
principal investing roles at Climate
Change Capital, Klesch Group and
Bridgewater Associates, leading
transactions in clean energy, industrial
turnarounds, and multi-asset
portfolios. She began her career at
Goldman Sachs in leveraged finance
and equity research and holds two
degrees from Harvard.
Ben Wilkinson was appointed
Chief Executive Officer of Molten
Ventures in October 2024. He is
also Chair of the Pensions & Private
Capital Expert Panel, established to
help unlock defined contribution
pension investment into private
capital, including venture capital,
supporting a key growth opportunity
for Molten Ventures. Ben joined
Molten Ventures in 2016 and has
played a central role in shaping and
delivering the Group’s strategy,
including leading major initiatives
to strengthen the balance sheet
through equity and debt financing,
broaden the Shareholder register,
and oversee Molten Ventures’
transition to the Main Market. He also
served on the Investment Committee
and supported the Group through
a period of significant portfolio
activity and transformation, including
multiple secondary portfolio
investments. Prior to Molten Ventures,
Ben served as Chief Financial Officer
for five years at AIM-listed President
Energy plc. Earlier in his career,
he worked in M&A investment
banking at ABN Amro and RBS,
gaining cross-border transaction
and corporate financing experience.
Ben is a Chartered Accountant (FCA)
with a BSc in Economics from Royal
Holloway, University of London, and
is a member of Molten Ventures’
Sustainability Committee.
Prior to co-founding Molten Ventures
in 2006, Stuart was a director of
3i Ventures in London. He has over
30 years’ Venture Capital experience
in Europe and the US – including
being part of the founding team
of 3i US in Menlo Park, CA. Stuart
serves as a director with Netronome,
Binalyze, Valarian, Riverlane, Ledger,
CoachHub and Form3; as Chairman
of Realeyes; and as observer
with Aircall. Before 3i, Stuart was
involved in software and systems
implementations for Midland Bank.
He is a graduate of Loughborough
University and currently serves on
the strategic advisory Board for the
Loughborough Business School.
Stuart is also Chair of the Esprit
Foundation.
Andrew was appointed to the Board
on 28 January 2025 after serving as
Interim CFO since 29 October 2024.
He joined Molten Ventures as
Finance Director in 2023 from IPGL
Limited – the family investment office
of an UHNWI – where he served
as CFO. Prior to that, Andrew was
the EMEA Finance Director for the
Carlyle Group, a NASDAQ-listed
global private equity and alternative
investments firm. Andrew qualified as
a Chartered Accountant with Deloitte,
and has also held Financial Controller
roles at Martin Currie Investment
Management Limited, Alliance Trust
plc and Schroders plc.
MOLTENVENTURES.COM
85
GOVERNANCE REPORT
Leadership and oversight
The Board is collectively responsible for
the long-term sustainable success of
the Company and generating value for
shareholders. It sets the Group’s strategic
direction, oversees implementation, and
ensures that strategy is aligned with the
Group’s culture, purpose and values, in
accordance with Principle A of the UK
Corporate Governance Code (the "Code").
During FY26, the Board undertook a
comprehensive review of the Company’s
strategy. Having considered a range of
options, the Board reaffirmed its commitment
to the Company’s existing strategy focused
on disciplined capital deployment, active
portfolio management, and selective capital
return, which it believes offers the most
compelling path to long-term value creation.
The review was informed by ongoing
shareholder engagement, including direct
discussions with a significant proportion of
the shareholder register. Feedback from
these engagements was considered by the
Board as part of its strategic assessment. The
Board continues to monitor market conditions
and strategic opportunities, including
potential corporate activity where it would be
in the interests of shareholders.
Executive Directors provide the Board
with regular updates on progress against
strategic objectives and key performance
indicators. In doing so, the Board exercises
rigorous oversight of performance, risk and
capital allocation. The Board reviewed and
approved an updated Schedule of Matters
Reserved at its October 2025 meeting,
incorporating a new section on Board
leadership, purpose, culture and values in
line with the requirements of the 2024 Code,
and enhanced risk management and internal
control provisions aligned with Provision 29.
Culture and values
The Board recognises that culture underpins
the integrity and effectiveness of the entire
governance framework. In line with Principle
B of the Code, the Board actively promotes
a culture consistent with the Company’s
purpose, values and strategy, and oversees
its embedding across the organisation. A
dedicated agenda item on purpose, culture
and values was included at the November
2025 Board meeting, at which the Board
received a paper prepared by the Company
Secretary on the Board’s responsibilities
under Principle B of the 2024 Code,
alongside a report from the Chief People
Officer and the Designated Non-Executive
Director for Workforce Engagement.
Board and Committee meetings are
conducted in a transparent, respectful and
inclusive manner, enabling open debate
and a diversity of perspectives. The Board
has formalised structured opportunities for
employees to engage directly with Non-
Executive Directors, including breakfast
and lunch sessions with members of the
investment team, which were introduced
during FY26 following a recommendation
from the 2025 Board Performance Review.
The Board confirmed at its March 2026
meeting that this format would continue and
be formalised for FY27.
Attendees enjoying Molten’s Annual Summer Party.
86
ANNUAL REPORT FY26
Board leadership and corporate governance
People and culture —
Chief People Officer
Chantal Cantle joined the Company as Chief
People Officer on 3 June 2025, bringing
renewed focus and professional structure
to the people and culture agenda. The
appointment was welcomed by the Board,
which noted that Ms Cantle would take the
lead on culture delivery going forward,
including presenting progress to the Board at
strategy sessions.
Ms Cantle presented directly to the Board
at its November 2025, January 2026 and
the March 2026 Sustainability Committee
meeting providing substantive updates on
recruitment, team structure, performance
management, values embedding and
employee engagement. The Board
acknowledged the positive progress on
people-related initiatives at each meeting
and confirmed the importance of maintaining
strong engagement and performance
management practices as the team continued
to evolve.
Values and culture
embedding
Building on the culture roadmap initiated in
FY25 with external consultants Unleashed,
the Company made material progress in
FY26 against the four principal challenges
identified in that programme: strengthening
alignment between purpose, strategy and
values; establishing clear and cohesive
organisational goals; creating a high-
performance culture; and enhancing
organisational communication and feedback.
Specific initiatives delivered during FY26
included:
•
New corporate values
framed and rolled
out across the firm, with employees
demonstrating the values recognised at
quarterly Townhalls;
•
Values incorporated into performance
reviews and feedback
processes, with
the Board agreeing that this approach
would strengthen the link between
values and performance outcomes;
•
Quarterly all-staff Town Hall
presentations
introduced to build mutual
awareness of each team’s contribution
and reduce siloed working;
•
A Learning and Development
Framework
developed and rolled
out from October 2025, with training
delivered to managers to drive alignment
and application of behaviours;
•
An Investment Team Levelling
Programme and Progression Matrix and
Competency Framework
developed to
provide clarity, fairness and transparent
career pathways;
•
A firm-wide internal Wiki resource
launched to improve knowledge sharing
and cross-team communication; and
•
Values Champions
appointed across the
business to embed and reinforce the new
values in day-to-day working.
The first employee engagement survey since
Ms Cantle’s appointment was conducted
in October–November 2025. The survey
results were presented to the Sustainability
Committee and informed the ongoing
culture roadmap. A further employee
engagement survey was scheduled for April
2026 to track progress and set a baseline for
FY27 measurement.
The Sustainability Committee reviewed
progress against the FY26 Culture KPI (KPI 4:
Internal Operations — People and Culture)
at its January and March 2026 meetings.
The Committee confirmed at its March 2026
meeting that it was satisfied Molten was on
course to achieve 100% of its FY26 goals
in this area, and the Chair confirmed she
would recommend a positive outcome for
Remuneration Committee consideration.
A 2.5% bonus entitlement was attached
to achievement of this KPI, reinforcing the
link between cultural delivery and financial
reward.
In January 2026, the Board received a
presentation on the revised year-end
review process was being rolled out, with
performance foundations established
across the organisation. Development
training for managers was delivered to
ensure consistency and quality in the review
process. Particular emphasis was placed on
embedding the Company’s new values within
performance reviews, ensuring alignment
between individual performance assessment
and the organisation’s cultural objectives.
Workforce engagement
The Board continues to deepen its
engagement with the workforce, in
accordance with Provision 5 of the Code.
Gervaise Slowey is now in her third year
as Designated Non-Executive Director
(DNED) for workforce engagement and has
continued to play a central role in embedding
the desired culture across the business.
Ms Slowey conducted structured employee
engagement sessions in October 2025,
with a further report presented to the
Board at its March 2026 meeting. Themes
from the October 2025 sessions included
positive feedback on ownership and
autonomy, team diversity, and learning
opportunities. Employees commended
recent improvements in structure and
process, particularly the new learning and
development toolkit. Areas identified for
continued focus included knowledge-
sharing systems and maintaining the balance
between autonomy and structure. The
sessions demonstrated strong support for the
business direction and leadership.
The Sustainability Committee agreed that
future reporting should include reference
to the DNED’s employee engagement
sessions as part of the overall culture KPI
assessment framework, reinforcing the
connection between Board-level oversight
and employee experience.
Non-Executive Directors also participated
in structured informal engagement with the
investment team through breakfast and lunch
sessions held during the year. The Board
confirmed at its March 2026 meeting that this
format would be formalised and continued
in FY27, in preference to pre-Board dinners
where larger numbers could limit the quality
of discussion.
Workforce development and wellbeing are
integral to the Group’s value proposition.
Investments are made in training, coaching
and health initiatives to support talent
retention and development. A competitive
reward framework is offered, including
eligibility-based participation in bonus and
long-term incentive plans. Remuneration
across the workforce is reviewed by the
Remuneration Committee to ensure internal
fairness and alignment with Executive pay
outcomes, as required under Provision 33 of
the Code.
The Board also received a briefing from the
General Counsel at its March 2026 meeting
on the Employment Rights Act 2025 and its
implications for the Company, ensuring that
the Board remained informed of the evolving
legislative landscape affecting the workforce.
The Board continues to deepen its
engagement with the workforce, in
accordance with Provision 5 of the Code.
Non-Executive Directors participate in
biannual Portfolio Days and the annual
Investor Day, providing structured
opportunities to engage with internal teams
and portfolio company stakeholders. These
engagements offer direct feedback on how
strategy and culture are experienced across
the business and investment ecosystem.
Shareholder and
stakeholder engagement
The Company maintains a clear and
structured programme of engagement with
institutional and retail shareholders, in line
with Principle D and Provision 3 of the Code.
Executive Directors lead these interactions,
with the Board receiving regular reports
on shareholder views and emerging trends
through investor feedback summaries and
analyst reports.
MOLTENVENTURES.COM
87
GOVERNANCE REPORT
During FY26, the Chairman conducted direct
engagement with shareholders representing
approximately 55% of the register, meeting
with major institutional investors including
Baillie Gifford, Liontrust, BlackRock, Cazenove
Capital, Aberdeen, Columbia Threadneedle,
NTMA, British Business Bank, Castlegate
(Ticketridge), Fidelity International and
Borders to Coast. These meetings were
reported to the Board in detail and the Board
noted that sentiment was positive regarding
the Company’s strategy and its execution,
and that shareholders appreciated the direct
engagement from the Chairman. The Board
agreed that periodic engagement with key
shareholders would remain a priority.
Sarah Gentleman, as Chair of the
Remuneration Committee, conducted a
separate consultation with shareholders on
the Company’s remuneration policy during
the year. Feedback was encouraging, with
shareholders supportive of the proposed
approach.
The engagement programme also
included the annual Molten Investor Day
on 11 February 2026, attended by major
institutional shareholders, analysts and key
service providers, and digital presentations
via the Investor Meet Company platform. The
Company was nominated for a Best Investor
Communications award during the year,
reflecting the quality of its investor relations
activity.
All Directors are available to engage with
shareholders upon request. Shareholders
are encouraged to participate in General
Meetings and submit questions in advance.
Conflicts of interest
In accordance with the Companies
Act 2006 and the Code, Directors are
required to declare any actual or potential
conflicts of interest. The Board maintains
a register of situational conflicts, and each
Director resubmitted their disclosures as at
31 March 2026 for review and authorisation.
Conflicts are a standing agenda item at the
beginning of each Board meeting, and
Directors are reminded of their statutory
duties at that time. Each Director present at
Board meetings held during FY26 confirmed
that they had no interests to declare in the
matters to be discussed.
Board independence and
composition
The composition of the Board complies with
the Code’s requirements for independence
and balance. An assessment conducted by
the Nomination Committee, using the criteria
in Provision 10, concluded that all Non-
Executive Directors continue to demonstrate
independence in character and judgement,
free from relationships or circumstances
which could affect their objectivity.
Time commitment and
external appointments
All Directors are required to allocate sufficient
time to fulfil their duties effectively, in line
with Provision 15 of the Code. Non-Executive
Directors’ letters of appointment specify
a minimum commitment of two days per
month, subject to increase where additional
responsibilities are held (e.g. as SID,
Committee Chair, or DNED). The Nomination
Committee reviews Directors’ time
commitments annually to ensure ongoing
compliance.
Board work is supplemented by structured
informal engagement sessions with the
investment team, which were formalised
during FY26 following the 2025 Board
Performance Review. The Board confirmed
at its March 2026 meeting that the breakfast
or lunch format with senior members of the
investment team would continue in FY27.
Role of the Company
Secretary
The Company Secretary plays a central
role in ensuring the effective operation
of the Board and its Committees, and in
supporting high standards of governance,
consistent with Principle J and Provision 16
of the Code. Appointed by the Board, the
Company Secretary is accountable to the
Chairman for governance matters and reports
administratively to the CEO on operational
issues.
During FY26, the Company Secretary
presented a paper to the Board
recommending amendments to the Schedule
of Matters Reserved, prepared the Board’s
paper on Principle B compliance, briefed
the Board on FRC guidance emphasising
outcomes-based reporting for workforce
engagement disclosures and updated the
Board on the proposed rebrand of the
FRC to the Corporate Reporting Authority,
for example. The Company Secretary also
assisted executive management with daily
share register analysis.
The role includes: coordinating Board and
Committee agendas and papers; ensuring the
timely circulation of information for decision-
making; supporting Director induction and
professional development; monitoring
corporate governance developments and
briefing the Board accordingly; facilitating
independent access to legal and professional
advice where requested; acting as a conduit
for shareholder communications to the
Board; and maintaining records of conflicts of
interest and governance approvals.
The remuneration of the Company Secretary
is determined by the Remuneration
Committee. Shareholders may correspond
with the Company through the Company
Secretary by writing to the registered office
or emailing [email protected].
88
ANNUAL REPORT FY26
Board leadership and corporate governance
continued
Governance framework
Board and Committee key responsibilities, delegated authorities to management and reporting lines, are illustrated below:
Esprit Capital Partners LLP (“ECP”) Management Board
ECP is the appointed Alternative Investment Fund Manager (“AIFM”) of Molten Ventures plc under the Alternative Investment Fund
Manager Directive (“AIFMD”). The ECP Management Board is responsible for managing the day-to-day operational investment
activities of the Company, and along with the Investment Committee, implementing the strategy approved by the Board. It monitors
performance against financial and operational KPIs and manages risk.
ECP Investment Committee
•
Implements the Company’s investment policy
•
Approves all Molten Ventures plc investments and may impose conditionality
on any approvals granted
See page 46 for our investment strategy
See pages 22 to 42 for our portfolio
Board
Responsible for setting the Company’s investment policy and strategy for delivering long-term value to shareholders and other
stakeholders, providing effective challenge to management on the execution of strategy, and ensuring the Group maintains an
effective system of risk management and internal controls.
See page
46
for our strategy
See pages 68 to 78 for
principal risks and uncertainties
See page 1 for
our activity in the year
See page 52
for our s172 statement
Audit, Risk and Valuations
Committee
•
Oversees the Company’s financial
reporting
•
Monitors the integrity of internal
financial controls
•
Reviews the valuation of
investments and application of the
Group’s valuation policies
•
Reviews and assesses risk
management systems
See page 99 for Audit, Risk and
Valuations Committee report
Remuneration
Committee
•
Develops Remuneration
Policy for Directors (subject to
shareholder approval)
•
Determines Executive Director
Remuneration
•
Approves annual bonus and LTIP
performance measures
•
Monitors pay and conditions
across the Company
See page 103 for Directors’
Remuneration Report
Nomination
Committee
•
Executive and Non-Executive
Director succession planning
•
Identifies and nominates candidates
to the Board
•
Reviews composition of Board and
Committees
•
Monitors compliance with Board
Diversity Policy
•
Leads Board evaluation process
See page 93 for Nomination
Committee report
Sustainability Committee
•
Maintains and oversees the Group’s Responsible
Investment and Sustainability Policy
•
Reviews the effectiveness of sustainability functions
across the Group
•
Approves and monitors Sustainability KPIs
See pages 56-64 and the Sustainability Report being
published on 16 June 2026 for a summary of the
Group’s sustainability activities during the period.
Policies and Procedures Committee
•
Operationally focused Committee that reviews all Group
policies and procedures with authority to approve and
implement or recommend to the Board or relevant Board
Committee
•
Oversees staff training and adherence to Group policies and
procedures
•
Chaired by General Counsel with the CFO, MLRO and
Finance Director as the other voting members
•
Now responsible for operationally monitoring internal
controls and supporting Board’s assessment of material
control effectiveness
MOLTENVENTURES.COM
89
GOVERNANCE REPORT
Division of responsibilities
Role of the Board
The Board is collectively responsible to
shareholders for the leadership, long-term
sustainable success and oversight of the
Group, in accordance with Principle A of the
Code. It discharges its responsibilities by
setting and reviewing the Group’s strategy,
determining risk appetite, monitoring
performance, and maintaining a robust
framework of risk management and internal
controls.
The Board ensures that the Group has the
appropriate human, financial and operational
resources to execute its strategy effectively
and in a manner aligned with the Group’s
purpose, values and culture, as required
under Principle B of the Code.
The scope of the Board’s authority is formally
documented in a Schedule of Matters
Reserved for the Board, which was reviewed
and updated at the October 2025 Board
meeting to ensure full compliance with the
2024 Code. Key amendments included:
the addition of a new section on Board
leadership, purpose, culture and values;
enhanced risk management and internal
control provisions aligned with Provision
29; renaming of the ESG Committee to
the Sustainability Committee; updates to
governance provisions including reference
to the DNED for workforce engagement;
removal of the specific investment threshold
language; addition of a requirement
for Board approval of share repurchase
programmes; and an explicit requirement that
the Schedule be reviewed at least annually.
Matters specifically reserved for the Board
include:
•
Approval of Group strategy and
business model;
•
Material amendments to the Group’s
investment policy (subject to FCA and
shareholder approval);
•
Oversight and approval of risk
management frameworks, including
policies on insurance, hedging, leverage
and security;
•
Authorisation of the launch of new third-
party funds;
•
Entry into material contracts or
commitments outside the ordinary course
of business;
•
Oversight and approval of annual
business plans and budgets;
•
Approval of share repurchase
programmes; and
•
Approval of financial reporting (including
interim and annual reports).
The Board delegates responsibility for the
day-to-day operation of the business to the
Executive Directors. It has also established
and delegated specific responsibilities to
its principal Committees: Audit, Risk and
Valuations; Remuneration; Nomination; and
Sustainability; each of which operates under
formal Terms of Reference that are reviewed
annually and published on the Company’s
website.
Board and Committee
operation
The Chairman, in consultation with the
Chief Executive Officer and the Company
Secretary, sets the agenda for each Board
meeting, which follows a structured annual
cycle. The agenda is informed by ongoing
developments, strategic priorities and
cyclical governance responsibilities to ensure
balanced and timely oversight.
During FY26, the Board held a dedicated
strategy working session in October 2025,
at which it reviewed the Group’s strategic
direction, considered a full range of strategic
alternatives with the support of external
advisers (including JP Morgan, Deutsche
Numis, Goodbody and Rede Partners), and
received a detailed People and Culture
update from the Chief People Officer. The
Board confirmed its strategic direction at its
November 2025 meeting. The Board also
received regular updates on the proposed
Molten East fund, and the Company’s capital
allocation policy throughout the year.
Induction and
development
All new Directors receive a comprehensive
and tailored induction. During FY26, the
Board confirmed that the next externally
facilitated Board evaluation is scheduled
for 2027, in line with the three-year cycle.
The 2025 internal performance evaluation
outcomes were reviewed at the March 2026
Board meeting, with agreed actions including
the formalisation of investment team
engagement sessions and the continuation
of the Board decision review exercise
introduced following the 2024 external
evaluation.
The Company Secretary coordinates the
design and delivery of Board induction
programmes and is responsible for facilitating
ongoing professional development for
Directors. This includes periodic updates on
regulatory and governance developments,
industry trends and internal business changes.
During FY26, the Board received briefings
on: the 2024 UK Corporate Governance Code
requirements; FRC guidance on outcomes-
based workforce engagement reporting;
the Employment Rights Act 2025; cyber
security resilience (including a letter from HM
Government); and the proposed rebrand of
the FRC.
90
ANNUAL REPORT FY26
Role, composition and evaluation
Roles and responsibilities of the Board
Non-Executive Directors
Chairman
Laurence Hollingworth
The Chairman is responsible for leading the Board and ensuring its overall effectiveness in setting direction and
supervising the Group. In accordance with Provision 9 of the UK Corporate Governance Code (the “Code”), the
Chairman facilitates constructive relationships between Executive and Non-Executive Directors and ensures that
all Directors contribute meaningfully to Board discussions. He sets the Board’s agenda in consultation with the
Chief Executive and Company Secretary and ensures adequate time is allocated to strategic, governance and
performance matters. The Chairman also plays a key role in stakeholder engagement, representing the Board
to shareholders and other key stakeholders, and promoting a culture of openness and accountability across the
organisation.
Senior Independent
Director ("SID")
Sarah Gentleman
The SID provides a sounding board for the Chairman and offers an alternative point of contact for other Directors
and shareholders, particularly where concerns cannot be appropriately addressed through usual channels. In
line with Provision 12 of the Code, the SID leads the evaluation of the Chairman’s performance and is available to
shareholders as required.
Designated Non-Executive
Director (“DNED”) for
Workforce Engagement
Gervaise Slowey
In line with Provision 5 of the Code, the Board has appointed Gervaise Slowey as the DNED. Her role is to ensure
that the voice of the workforce is effectively represented in the boardroom and that employee perspectives are
considered in decision-making processes.
Gervaise facilitates regular engagement with employees – typically five structured sessions per annum with
groups of three to five individuals across functions and seniority, alongside ad hoc one-to-one meetings as
needed. These engagements offer valuable insights into workforce sentiment on issues such as Company
culture, organisational performance, operational effectiveness and areas requiring improvement.
Feedback from these engagements is considered alongside other workforce data points, including employee
engagement surveys, employee turnover, leadership feedback and outcomes from culture-related initiatives.
Through this triangulated view, the DNED communicates workforce concerns and priorities to the Board, assesses the
potential impact of Board decisions on employees, and helps to mitigate any adverse effects. In addition, the DNED
provides oversight of the Executive Directors’ approach to employee engagement, ensuring that concerns are
appropriately addressed and that the culture, values and behaviours desired by the Board are actively reinforced
and embedded across the Group.
Independent Non-
Executive Directors
Grahame Cook
Sarah Gentleman
Lara Naqushbandi
Gervaise Slowey
The Non-Executive Directors bring independent judgement, external experience and oversight to the Board’s
decision-making. They provide challenge and support to the Executive team in shaping and scrutinising strategy,
monitoring performance against key objectives, and upholding high standards of governance and ethical conduct.
Each Non-Executive Director serves on one or more of the Board Committees and contributes to the fulfilment
of the Board’s responsibilities in areas such as audit, risk, remuneration, workforce engagement and succession
planning. Their role is fundamental to the Board’s ability to discharge its duties in line with Principles G and H of the
Code.
Executive Directors
Chief Executive Officer
Ben Wilkinson
The CEO is responsible for the development and execution of the Group’s strategy and investment policy,
which are submitted to the Board for approval. He leads the day-to-day management of the business and is
accountable for implementing the decisions of the Board and its Committees. The CEO maintains close working
relationships with the Chairman, Board, investors and wider stakeholders, and plays a central role in fostering a
culture consistent with the Group’s purpose, values and governance framework.
Chief Financial Officer
Andrew Zimmermann
The CFO provides strategic financial leadership, ensuring alignment between financial planning and the Group’s
long-term objectives. He is responsible for financial reporting, portfolio valuations, treasury and capital structure
management, and oversight of budgeting and forecasting. The CFO also oversees IT operations and the Group’s
marketing, communications and investor relations activities, leads the Group’s investor relations activities,
ensuring the delivery of accurate, timely and transparent financial and performance reporting to shareholders
and the wider market.
Executive Director
Stuart Chapman
Stuart Chapman works closely with the Chief Portfolio Officer, Richard Marsh and contributes to the formulation
and execution of the Group’s investment strategy. He plays an integral role in managing investments, supporting
the investment team, and supporting portfolio value creation. He is an appointed director of several investee
companies, a list of which can be found in his biography on page 85.
MOLTENVENTURES.COM
91
GOVERNANCE REPORT
Board development
The Board receives updates on key areas of
the business and upcoming legislative or
regulatory changes, through the following:
•
briefings within Board papers;
•
presentations from senior managers on
specific topics;
•
governance and regulatory updates
provided by the Company Secretary,
•
General Counsel, external Auditors and
remuneration consultants; and
•
legal and compliance updates and advice
from internal and external counsel.
Non-Executive Directors are also encouraged
to attend seminars and workshops on
business and regulatory issues offered by
professional services firms and law firms.
Board performance
review
An effective Board is critical to the Company’s
long-term success. The Board is committed
to regular evaluation of its own performance
and that of its Committees and individual
Directors, in accordance with Principle L and
Provision 21 of the UK Corporate Governance
Code (the "Code").
Review methodology
The FY26 Board performance review was
conducted internally, facilitated by the
Company Secretary. The review adopted
a new format comprising an anonymous
questionnaire with five narrative questions,
each requiring a response of 100–150
words, designed to elicit candid, qualitative
feedback on Board and Committee
effectiveness. All eight Directors participated
in the review. The questionnaire was
supplemented by checklists covering
each Committee’s discharge of its terms
of reference, which were reviewed and
approved at the Board and Committee
meetings held on 4 June 2026.
This is the second year of internal facilitation,
following the externally facilitated evaluation
conducted in FY24 by Lintstock. The next
externally facilitated review is scheduled
for FY27, maintaining the three-year cycle
required under Provision 21 of the Code.
The Non-Executive Directors, led by the
Senior Independent Director, appraised
the Chairman’s performance without the
Chairman present.
Progress against prior-year
actions
At its March 2026 meeting the Board
reviewed progress against the actions arising
from the FY24 (Lintstock) and FY25 (internal)
evaluations. A summary is set out below.
Review outcomes and actions
The review confirmed that the Board
and its Committees continue to operate
effectively, with strong engagement, open
and constructive debate, and an appropriate
balance of skills, experience and challenge.
The Board identified the following areas for
continued development, each of which has
been agreed as a specific action for FY27:
•
Strategy day format.
The Board will
retain the working strategy session
format introduced by the Chief Executive
Officer, which was positively received.
Strategic themes, including M&A
opportunities, Group structure and
asset allocation, will feature as standing
or recurring Board agenda items rather
than arising only in response to specific
opportunities or events.
•
Meeting frequency and scheduling.
The Board will maintain a maximum
two-month interval between scheduled
Board meetings. Where the annual
calendar requires a longer gap, a shorter
virtual check-in will be arranged to
ensure continuity of oversight and timely
consideration of emerging matters.
•
Investor engagement programme.
The
Chairman will formalise a programme of
meetings with institutional investors, with
the Senior Independent Director or other
Non-Executive Director participating
on selected occasions. Themes and
feedback from these engagements will
be reported back to the Board on a
regular basis.
•
People and culture.
People, talent and
culture will remain a standing Board
agenda item at least twice per year
and continue to be monitored by the
Sustainability Committee. The Board
will continue to support the workstream
led by the Chief People Officer and will
consider an annual deep-dive session to
review progress against the Company’s
cultural and organisational development
objectives.
•
Employee exposure.
The Board will
schedule at least two "deep dive"
presentations per year from non-Board
employees, and will continue and
expand the informal breakfast and
lunch format with rotating attendees, to
deepen Directors’ understanding of the
business and provide greater visibility of
the talent pipeline.
Progress against these actions will be
monitored by the Company Secretary and
reported to the Nomination Committee and
the Board during FY27.
Action
Origin
Status
Revise corporate calendar to remove long gaps
between meetings
FY24
Complete. Meeting cadence revised; additional shorter meetings
held where required.
Investment team engagement sessions (breakfast/lunch
format with Non-Executive Directors)
FY25
Complete. One breakfast and one dinner held during the year. Board
agreed to formalise the breakfast/lunch format for FY27.
Investment Committee papers shared with the Board
FY25
Complete. Proposals added to the Board portal monthly. Directors
confirmed the materials remain appropriate and useful.
Board decision review exercise
FY24
Ongoing. First review conducted in March 2025. Board confirmed the
exercise remains a useful discipline and will be retained.
ESG strategy appraisal session
FY24
Closed. The Chair of the Sustainability Committee confirmed that
the existing programme of work provides sufficient context and a
separate formal session is not required at this stage.
External performance review scheduling
FY24
On track. Next externally facilitated review confirmed for FY27.
92
ANNUAL REPORT FY26
Role, composition and evaluation
continued
Chair:
Laurence Hollingworth
Other members:
Grahame Cook
Sarah Gentleman
Lara Naqushbandi
Gervaise Slowey
FY26 Key activities:
•
Managed the orderly transition of Grahame
Cook’s roles as Senior Independent Director
and Chair of the Audit, Risk and Valuations
Committee
•
Reviewed Board and Committee composition,
independence and time commitment
•
Reviewed Executive Director succession
planning and business continuity measures
•
Reviewed and confirmed the terms of
reference of the Nomination Committee
•
Agreed the format of the FY26 Board
performance review
•
Reviewed the Board Diversity and
Inclusion Policy
FY27 Key priorities:
•
Continue to develop Executive Director and
senior management succession planning,
including business continuity measures
•
Monitor progress against recommendations
from the FY25 and FY26 Board performance
reviews
•
Consider whether additional NED recruitment
is required, including any skills gaps identified
in the FY26 Board evaluation
•
Prepare for the retirement of Grahame Cook
Laurence Hollingworth
Chair of the Nomination Committee
On behalf of the Nomination
Committee, I am pleased to
present our report for the year
ended 31 March 2026.
This report sets out how the Committee has discharged its responsibilities during
the year, including our approach to Board composition, succession planning,
diversity and inclusion, and the independence of our Non-Executive Directors.
FY26 has been a year of meaningful governance progress. The Committee
completed the succession arrangements announced in the 2025 Annual Report,
with Sarah Gentleman assuming the role of Senior Independent Director and
Lara Naqushbandi becoming Chair of the Audit, Risk and Valuations Committee.
Both transitions have been managed in an orderly and effective manner, and the
Committee is satisfied with the outcomes.
The Committee has also considered carefully the composition of the Board in the
context of the current macroeconomic and geopolitical environment, and the skills
and experience required to support the Company’s strategy over the medium
term. As explained in further detail below, the Committee has recommended that
Grahame Cook stand for re-election at the 2026 Annual General Meeting for one
further year. Whilst this represents a departure from the position stated in the 2025
Annual Report, the Committee is satisfied that the specific circumstances justify
this limited and final extension, and that Grahame’s continued contribution and
demonstrated independence support this recommendation.
The Committee has continued to oversee the Board’s approach to diversity and
inclusion, and has reviewed and updated the Board Diversity and Inclusion Policy
in line with the FCA Listing Rules. Further details are set out in the Diversity and
Inclusion section of this report.
The Board performance review for FY26 was conducted internally, in accordance
with the requirements of the UK Corporate Governance Code 2024. The review
identified areas of strong performance alongside opportunities for further
development which can be found on page 92.
MOLTENVENTURES.COM
93
GOVERNANCE REPORT
Nomination Committee Report
Key responsibilities
•
review the structure, size and composition of the Board (including
the skills, knowledge, experience and diversity of Board members)
and make recommendations to the Board with regard to any
changes;
•
lead the process for Board appointments and make
recommendations to the Board on the appointment of new
Directors;
•
keep under review the leadership needs of the organisation,
both executive and non-executive, with a view to ensuring the
continued ability of the organisation to compete effectively in the
marketplace;
•
review succession plans for Directors and senior management,
taking into account the challenges and opportunities facing the
Company and the skills and expertise needed on the Board in the
future;
•
review the time required from Non-Executive Directors and assess
whether they are spending sufficient time to fulfil their duties;
•
review the independence of Non-Executive Directors, including
those who have served for more than nine years;
•
oversee the Board’s approach to diversity and inclusion, including
reviewing and updating the Board Diversity and Inclusion
Policy; and
•
oversee the Board performance evaluation process and consider
its outcomes.
The Committee’s terms of reference were reviewed and updated
during the year to reflect current best practice and the requirements
of the UK Corporate Governance Code 2024. The revised terms of
reference were approved by the Board on 17 November 2025. The
terms of reference are available on the Company’s website at
www.moltenventures.com.
Board composition and diversity
The independence, tenure, and gender diversity of the current Board
is summarised in the charts on page 82 and ethnicity data is included
on page 96. Diversity and inclusion statistics for the Board and total
workforce can be found in the separate Sustainability Report that will
be released on 16 June 2026.
Independence
The Nomination Committee assesses the independence of the
Non-Executive Directors against the criteria set out in the Code. This
highlights that to be classed as independent, non-executive directors
should be independent in character and judgement and free from
any relationships or circumstances which may affect that judgement.
The Nomination Committee assesses independence annually prior to
recommending the election/re-election of the Directors.
However, the Nomination Committee also revisits its assessment
as and when there are any changes in circumstances and prior to
recommending any reappointments for a further term to the Board.
During its annual assessment, the Nomination Committee satisfied itself
that there had not been any changes in circumstances which would
impact on the previous assessment that all Non-Executive Directors
were independent.
The Committee conducted its annual review of independence during
the year, taking into account the criteria set out in the UK Corporate
Governance Code 2024. As part of this review, the Committee gave
particular consideration to the independence of Grahame Cook,
whose tenure now exceeds ten years. The outcome of that review is
described below.
Grahame Cook: Further Extension of
Director Tenure
Context and Previous Disclosure
In the 2025 Annual Report, the Committee explained that Grahame
Cook would serve one further year beyond his original tenure to
support an orderly transition: specifically, to facilitate the handover
of the Senior Independent Director role to Sarah Gentleman and
the Chair of the Audit, Risk and Valuations Committee role to Lara
Naqushbandi.
That succession plan has now been successfully completed. Sarah has
assumed the Senior Independent Director role and Lara has taken on
the Chair of the ARVC. Both individuals are performing their respective
roles with considerable effectiveness, and the Board is satisfied that
the transition has been managed in an orderly and thorough manner.
Rationale for a Further One-Year Extension
Notwithstanding the completion of the succession plan, the
Nomination Committee has carefully and thoroughly considered
whether there is a compelling case to retain Grahame Cook as a
Non-Executive Director for one additional year beyond the period
previously disclosed. The Committee is satisfied that such a case exists,
for the following reasons:
•
Depth of specialist knowledge. Grahame brings deep expertise
in growth and early-stage companies, particularly across the
technology and healthcare sectors — experience that is directly
relevant to Molten Ventures’ portfolio and investment strategy.
•
Board composition and balance. The Committee considered
the Board’s current composition, average tenure profile and
the importance of maintaining complementary skills and sector
coverage during a period of ongoing portfolio activity.
•
Macroeconomic and geopolitical context. The more volatile
geopolitical and macroeconomic environment, and its particular
implications for capital markets and venture-backed businesses,
makes Grahame’s experience through multiple market cycles
especially valuable at this time.
•
Continued independent judgement. The Committee is satisfied
that Grahame continues to demonstrate independent thought and
objective challenge in Board discussions.
Independence Assessment
Given that Grahame Cook’s tenure now exceeds ten years, the
Nomination Committee has conducted an exceptionally thorough
review of his continued independence, in accordance with the
provisions of the UK Corporate Governance Code 2024. That review
included:
•
a detailed assessment of Board evaluation feedback, which
identified specific and evidenced examples of independent
challenge and constructive scrutiny of management proposals;
•
a review of his voting record and positions taken in Board
discussions;
•
individual discussions with Board members regarding his
continued effectiveness and objectivity;
•
confirmation that there are no relationships or circumstances
that could affect, or appear to affect, his independence of
judgement; and
•
a review of his external commitments and confirmation that no
conflicts of interest exist.
94
ANNUAL REPORT FY26
Nomination Committee Report
continued
The Committee unanimously concluded that Grahame Cook continues
to demonstrate independence in both thought and action, provides
constructive challenge to management and the Board, and maintains
the objectivity required of a Non-Executive Director. The Committee
is satisfied that his independence is not compromised by his extended
tenure.
The Nomination Committee recognises the importance of continued
Board refreshment and is actively progressing succession planning to
ensure the Board retains the breadth of skills, experience and diversity
required to support the Company’s strategy over the medium term.
Succession planning
Executive Director Succession
The Committee oversees succession planning for Executive Directors
and senior management, working closely with the Chief Executive
Officer. During the year, the Committee reviewed the succession
arrangements for the Chief Executive Officer and Chief Financial
Officer roles. The Committee is satisfied that appropriate emergency
succession arrangements are in place for Executive Director roles, and
that medium and longer-term succession planning is progressing in
line with the Board’s requirements.
Non-Executive Director Succession
During the year, the Committee completed the Non-Executive
Director succession arrangements announced in the 2025 Annual
Report. Sarah Gentleman assumed the role of Senior Independent
Director, succeeding Grahame Cook, and Lara Naqushbandi became
Chair of the Audit, Risk and Valuations Committee, also succeeding
Grahame Cook in that role.
Both transitions have been managed in an orderly and effective
manner. The Committee is satisfied that Sarah Gentleman and Lara
Naqushbandi are performing their respective roles with considerable
effectiveness.
The Committee continues to plan for the medium and longer-term
renewal of the Board, with a focus on ensuring that the Board retains
the breadth of skills, experience and diversity required to support the
Company’s strategy.
Business Continuity
The Committee considered business continuity and transition
safeguards as part of its succession planning review. The Committee
is satisfied that appropriate arrangements are in place to ensure
continuity of leadership and governance in the event of an unplanned
vacancy on the Board.
Time Commitment
The Committee reviewed the time commitment required from Non-
Executive Directors during the year, using the outcomes of the Board
performance evaluation to assess whether Non-Executive Directors
were spending sufficient time to fulfil their duties.
The Committee is satisfied that all Non-Executive Directors are
devoting sufficient time to their roles. Each Non-Executive Director’s
letter of appointment sets out the expected time commitment,
which is reviewed annually. Non-Executive Directors are required to
seek the approval of the Board before accepting additional external
appointments that might affect the time available for their duties as a
Director of the Company.
The Committee reviewed the external commitments of all Non-
Executive Directors during the year and is satisfied that no Director has
commitments that conflict with, or materially detract from, their duties
to the Company.
MOLTENVENTURES.COM
95
GOVERNANCE REPORT
Board Diversity and Inclusion Policy
The Board Diversity & Inclusion Policy confirms the Company’s commitment to providing an inclusive and diverse environment throughout the
business and sets out the Company’s approach to diversity and inclusion on the Board and senior management team. The policy also reflects the
Company’s wider Diversity & Inclusion Policy and aims to ensure the development of a diverse and inclusive talent pool for the purposes of Board
succession planning. The objectives and targets set out in the policy, and progress/performance against them during the year, are set out in the
table below:
Objective/target
Progress/activity in FY2026
Appointments to the Board to be made on merit, and assessed
objectively, fairly and impartially on the basis of relevant skills,
experience and competence with due regard to the benefits of
diversity and any diversity gaps across the Board.
No update.
Conduct annual reviews of Board composition and effectiveness,
both to include consideration of all aspects of diversity and
inclusion, as well as broader consideration of skills, experience,
independence, and knowledge to ensure continued effectiveness.
Board and Committee composition reviewed in January 2026, with no
changes recommended given recent Board appointments.
The Board performance review is described in more detail on page 92.
Work with external search firms to develop a diverse internal talent
pipeline, including an inclusive senior management team.
A DEI Recruitment Policy is provided to external recruiters used by the
Company to promote the increase of a diverse base of talent within
the Group.
When identifying and engaging executive search firms to identify
candidates for appointment to the Board, ensure that they agree
to comply with the Board Diversity Policy at all times.
Any search firms engaged are asked to agree to comply with the Board
Diversity Policy and Company DEI Recruitment Policy.
At least 40% of the Board should be women.
Female representation on the Board is 37.5%.
At least one Board member should be from a minority ethnic
background (excluding white ethnic groups).
Target met.
The following tables set out the information a listed company must include in its annual financial report under Listing Rule 6.6.6R(10). The data was
collected through the completion of a questionnaire.
Number
of Board
members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
Executive
management
Percentage
of Executive
management
Men
5
62.5%
3
3
100%
Women
3
37.5%
1
0
0
Number
of Board
members
Percentage of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
Executive
management
Percentage
of Executive
management
White British or other White (including minority-white groups)
7
87.5%
4
3
100%
Mixed/Multiple Ethnic Groups
–
–
–
–
–
Asian/Asian British
1
12.5%
–
–
–
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group, including Arab
–
–
–
–
–
Not specified/ prefer not to say
–
–
–
–
–
Laurence Hollingworth
Chair of the Nomination Committee
9 June 2026
96
ANNUAL REPORT FY26
Nomination Committee Report
continued
Gervaise Slowey
Chair of the Sustainability Committee
I am pleased to present the
Sustainability Committee Report for
the year ended 31 March 2026.
Introduction
The past 12 months have seen significant
shifts in the sustainability landscape, with
withdrawals on a number of sustainability
initiatives in the US and reduced focus on
sustainability reporting and due diligence
requirements in Europe following the EU’s
Omnibus package. Against this backdrop,
Molten Ventures remains committed to
its role as a responsible investor, using its
position within the venture capital sector
to drive value preservation and creation
through sustainable business practices across
environmental, social and governance factors.
In FY26, having made good progress on our
material environmental commitments and
objectives, Molten Ventures turned its focus
to social and governance-related impact
across its operations and portfolio. This
reflects a growing maturity in our approach
to sustainability and its continued integration
across our business strategy and operations.
Please note that our Sustainability Report
to be released on 16 June 2026 will contain
further details about the sustainability
activities undertaken at Molten Ventures
during FY26
Committee
responsibilities
The Sustainability Committee is responsible
for overseeing the integration of sustainable
and responsible investment practices into
the Group’s decision-making and reporting
processes. This includes monitoring delivery
against the Group’s sustainability roadmap,
overseeing the design, implementation
and progress of Sustainability KPIs linked to
Executive Director remuneration, reviewing
sustainability disclosures including TCFD and
SECR reporting, monitoring climate-related risks
and opportunities and recommending strategic
actions, and providing input into sustainability
engagement with portfolio companies,
suppliers, employees and investors.
Chair:
Gervaise Slowey
Other members:
Lara Naqushbandi
Ben Wilkinson
FY26 key activities:
•
Oversight of delivery of the next
phase of Molten’s people and
culture roadmap
•
Robust quarterly assessment
of progress against the FY26
Sustainability KPIs
•
Fourth year of sustainability
reporting against the PRI (4 Stars
across all assessed areas), CDP
(Scored B in Climate Change
module) and Investing in
Women Code
•
Completed peer market
benchmarking exercise on public
sustainability commitments and
reporting
FY27 key priorities:
•
Oversight and continued support
to the delivery of the FY27
Sustainability KPIs
•
Periodic engagement with
internal and external stakeholders
connected to shifting stakeholder
expectations around sustainability
•
Focus on delivery of governance-
oriented objectives across the
team and portfolio
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GOVERNANCE REPORT
Sustainability Committee Report
Sustainability Committee Report
continued
FY26 Sustainability KPIs and Activities
During FY26, Molten Ventures set ambitious Sustainability KPIs
designed to further integrate sustainability within its operations and
investments. Achievement of these KPIs represented 7.5% of the
firm-wide bonuses paid for FY26 (including to executive directors)
and given that the controllable nature of these KPIs, I am pleased to
confirm that Molten Ventures has achieved 100% against these.
The FY26 KPIs (detailed on page 59) relate to internal operations,
portfolio management, and people and culture and were designed to:
•
incentivise further integration of environmental and social impact
analysis across new deals;
•
track and
monitor
the diversity of founders of businesses in our
pipeline;
•
mandate sustainability-linked opportunity and risk assessments for
certain portfolio companies considered to be material investments
(defined as In-Scope Companies); and
•
progress our People and Culture Roadmap.
These KPIs have enabled Molten Ventures to identify positive
environmental and social impacts of its material investments,
understand barriers for minority founders accessing venture capital,
better position sustainability as a risk management and opportunity
driver for portfolio companies, and progress our People and Culture
Roadmap.
In June 2025, Chantal Cantle was hired as Chief People Officer.
Under her supervision, the Company’s People and Culture
Roadmap has achieved several milestones (see page 87), including
the development and rollout of Molten Ventures’ values from the
ground up, the creation and deployment of new Learning and
Development Frameworks, and a codified progression matrix for the
Investment Team.
FY27 Sustainability KPIs
Looking ahead, Molten Ventures’ FY27 Sustainability KPIs build on the
progress made in FY26, with a continued focus on governance and
accountability. Our KPIs will seek to:
•
improve the accuracy & reliability of Scope 3 reporting through
broader primary data collection from material suppliers;
•
support post-investment governance through Value Creation Plans
with clearer action-tracking;
•
conduct governance risk assessments across the portfolio on a
consistent cycle; and
•
strengthen budget discipline across the portfolio.
Together, these KPIs reflect Molten Ventures’ view that good
governance is a core driver of long-term value creation. Please see
page 60 for further information.
Climate Strategy and Sustainability-
Related Investments
In addition to its KPIs, Molten Ventures has continued to build on its
climate investment strategy. At Molten Ventures, we recognise that
accounting for our GHG emissions is an important part of our role
as an investor to accelerate the transition to a low carbon economy.
However, we are conscious of the limitations of applying recognised
climate target setting frameworks to the venture capital asset class and
have highlighted this in previous years’ disclosures.
During FY26 investments have been made into a number of
companies whose impact is directly correlated to sustainability themes
or practices including an investment into General Index, which is
a commodities benchmarking platform allowing for better pricing
resources linked to the energy transition, and a follow-on investment
into Modo Energy, which provides data-driven benchmarks,
forecasts and valuation tools for electrification assets to asset owners,
investors and financial institutions, and progression of our healthcare
strategy through investments into Deciphex and Polymodels, two
businesses leveraging AI to tackle systemic issues in healthcare and
pharmaceuticals access respectively.
As in previous years, Molten Ventures gathered sustainability-related
data and metrics from portfolio companies through its Sustainability
Framework. This Framework, developed in partnership with Reframe
Ventures (formerly ESG_VC and Venture ESG), has enabled meaningful
engagement with Molten Ventures’ most material portfolio companies
by tracking their sustainability journey from acquisition to exit and
leveraging sustainability-linked value creation opportunities. 85.7% of
our portfolio companies participated in the data collection.
TCFD
Our approach to identifying and managing climate-related risks
and realising climate-related opportunities is guided by the
recommendations of the TCFD, which helps us to assess and mitigate
the growing impact of climate change on the company and our
portfolio. Climate change continues to be considered as one of the
company’s principal business risks and is integrated into our existing
risk management process (see page 77).
Given the early stage of growth of our portfolio companies and
the lack of material changes to our internal business operations and
strategy, we have determined to update our climate scenario-analysis
once every two years (biannually) and we expect our next scenario-
analysis refresh to occur in FY27. We confirm that there are no material
updates during FY26 to our climate risk analysis performed in FY25
SECR and carbon footprint
Molten Ventures has maintained its commitment to transparent energy
and emissions reporting, completing its sixth year of SECR compliance.
Highlights for the year include the continued use of 100% renewable
electricity at the London office and Scope 3 data collection from
both portfolio companies and suppliers improving the robustness of
financed emissions measurement and those relating to our purchased
goods and services. We also attained independent third-party
verification of the data for the third year in respect of the methods
used in calculating our Scope 1, 2 and 3 (Category 15) GHG emissions.
Please see our Sustainability Report, to be released on 16 June 2026
for further details.
Outlook
FY26 was a year in which Molten Ventures demonstrated its continued
commitment to sustainability by achieving its Sustainability KPIs and
further considering how and where it can make the most impact
across its investments, portfolio and operations. We expect FY27 to see
continued evolution of the strong progress achieved in previous years,
as well as focusing on areas within sustainability where we believe
Molten Ventures can make the greatest impact.
Our Sustainability Report will be released on 16 June 2026 containing
further details about the sustainability agenda at Molten Ventures.
I welcome any input or feedback on the work of the Sustainability
Committee from our shareholders, and can be contacted by email:
Gervaise Slowey
Chair of the Sustainability Committee
9 June 2026
98
ANNUAL REPORT FY26
Chair:
Lara Naqushbandi (after succeeding Grahame Cook on
8 July 2025)
Other members:
Grahame Cook
Sarah Gentleman
Gervaise Slowey
FY26 Key activities:
•
Chair transition — Lara Naqushbandi succeeded Grahame
Cook as Chair at the 2025 AGM
•
Oversight of the FRC Code Provision 29 internal controls
framework development
•
Review and approval of interim and year-end financial
statements
•
In-depth challenge of valuation policy application and
supporting methodologies
•
Approved updated Group Valuation Policy (aligned to
revised IPEV guidelines)
•
Review and response to the FCA’s Private Market Valuations
Review feedback letter
•
Evaluation of external auditor effectiveness and
independence
•
Approval of FY26 audit fee arrangements
FY27 Key priorities:
•
Finalisation and Board attestation under FRC Code
Provision 29
•
Continued development of the material internal controls
framework
•
Audit tender planning in line with the CMA Order (tender
required by FY28)
•
Monitoring of BEIS and FRC audit reform developments
•
Continued oversight of valuation governance in response to
evolving IPEV guidelines
Lara Naqushbandi
Chair of the Audit, Risk
and Valuations Committee
I am pleased to present the
Audit, Risk and Valuations
Committee Report for the
year ended 31 March 2026,
my first as Chair of the
Committee.
I succeeded Grahame Cook at the Company’s Annual General Meeting
on 8 July 2025, following a planned and orderly transition. I would like
to record my thanks to Grahame for his leadership of the Committee
over many years and for his continued contribution as a member
throughout FY26.
The year has been one of meaningful progress. The Committee has
continued to discharge its core responsibilities with rigour, providing
robust challenge to management’s valuation judgements, overseeing
the integrity of the financial reporting process, and maintaining
effective oversight of risk management and internal controls. At the
same time, the Committee has taken significant preparatory steps in
response to the 2024 UK Corporate Governance Code, particularly
in relation to Provision 29 and the new internal controls reporting
requirements that will first apply to the Company for accounting
periods beginning 1 April 2026.
The sections that follow set out the Committee’s principal activities
during the year.
Committee responsibilities and
composition
The Committee comprises four independent Non-Executive Directors.
All members are considered by the Board to be independent in
character and judgement. The Board is satisfied that the Committee as
a whole has competence relevant to the sector in which the Company
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Audit, Risk and Valuations Committee Report
operates, and that at least one member has recent and relevant
financial experience. Details of the qualifications and experience of
each member are set out in the Board of Directors section on pages
84 and 85.
The Committee met five times during the year. Attendance at each
meeting is set out in the Corporate Governance Statement on page
83. PwC attended all meetings at which audit matters were discussed.
The Chief Financial Officer, General Counsel and Finance Director,
and Company Secretary attended all meetings in their respective
capacities. The Committee also met with PwC without management
present at the June 2025 meeting.
The Chair transition took effect at the AGM on 8 July 2025. Grahame
Cook remained an active member of the Committee throughout
FY26, participating in all meetings and contributing to discussions
on valuations, audit oversight, and the Provision 29 framework. The
Committee is satisfied that the transition has been completed in an
orderly manner and that the Committee’s effectiveness has been
maintained throughout.
Financial reporting and valuations
The Committee is responsible for ensuring that the financial statements
provide a fair, balanced and understandable assessment of the
Group’s financial performance, position and prospects. During the
year, we reviewed the interim financial statements and recommended
the approval of the full-year results, considering key accounting
estimates and judgements, and the appropriateness of the Group’s
accounting policies. Valuation of unlisted investments continues to be
a core area of focus. In line with the International Private Equity and
Venture Capital Valuation Guidelines (IPEV), the Committee reviewed
and robustly challenged management’s valuation methodologies and
assumptions. Multiple meetings were dedicated to these reviews,
ensuring that valuations reflected market conditions, performance
metrics and risk considerations. The Committee was satisfied that the
methodologies applied were appropriate and that the resulting fair
values were reasonable.
Key valuation judgements
The Committee gave particular attention to the impact of market
conditions on portfolio valuations during the year and is satisfied that
the valuations presented in the financial statements reflect fair value in
accordance with IFRS 13 and the IPEV Guidelines.
The Committee noted the updated IPEV Valuation Guidelines
(December 2025), with early adoption encouraged ahead of the
1 April 2026 effective date. The principal enhancements relate to
additional guidance on the valuation of early-stage investments with
complex capital structures, clarifying that where a longer holding
period is expected prior to exit, the Current Value Method ("CVM")
alone may not reflect a Market Participant’s perspective, and that
scenario-based methods, the Option Pricing Method ("OPM"), or a
hybrid approach warrant consideration alongside CVM. The guidelines
do not prescribe any specific method; OPM and scenario-based
approaches have always formed part of the available methodology.
The Committee was informed that no material change to reported
valuations was anticipated, as these approaches had already been
applied in practice. The updated Group Valuation Policy, aligned to
the revised IPEV Guidelines, was approved by the Committee at its
April 2026 meeting.
FCA Private Market Valuations Review
In September 2025, the Company received a letter from the Financial
Conduct Authority (“FCA”) concluding its engagement with the
Company as part of the Multi Firm Private Market Valuations Review.
The letter thanked the Company for its contribution and confirmed
that no further queries or recommendations. The Committee reviewed
the Company’s response to the FCA’s feedback. The most substantive
recommendation - the introduction to the Group Valuation Policy of
a formal revaluation process for ad hoc events outside of periodic
financial reporting cycles - had been incorporated into the revised
Group Valuation Policy approved at the June 2025 meeting. The
Committee is satisfied that the Company’s valuation governance has
been enhanced in response to the FCA’s feedback and that the key
themes of the review, particularly in relation to conflict management
and valuation responsiveness, have been appropriately addressed.
Going concern and viability
The Committee assessed the Group’s going concern status and
longer-term viability in the context of financial forecasts and stress
testing scenarios. The going concern analysis modelled both a base
case and a ‘severe but plausible’ downside scenario, incorporating the
levers available to the Company including the revolving credit facility,
operational expenditure management, and acceleration of asset
realisations.
The Committee noted the availability of the £60 million revolving
credit facility as a potential bridge to realisations and the strong cash
position following the post-year end Revolut secondary transaction
which generated proceeds of approximately £63 million. The
Committee concluded that it was appropriate to prepare the financial
statements on a going concern basis.
The longer-term viability statement covers a three-year period,
reflecting the Company’s debt repayment profile and investment
planning horizon. The Committee reviewed the scenarios modelled,
including concentration risk, valuations risk and realisations risk, and
was satisfied that the viability statement, which can be found on
page 79, was appropriate.
Risk Management and Internal Control
Framework
The Committee reviewed the Group’s risk management and
internal control systems, which are designed to manage rather than
eliminate risk and to support the achievement of strategic objectives.
Responsibility for implementing and maintaining these controls lies
with management; the Committee’s role is one of oversight. Further
detail on the Company’s approach to risk management, including
the risk framework and mitigation strategies, is set out in the Risk
Management section of the Strategic Report on pages 65 to 67.
The Committee periodically reviewed the consolidated corporate risk
register, maintained by the Group General Counsel and Compliance
Officer with input from senior management. Each risk is scored on a
likelihood and impact basis, with controls assessed for effectiveness.
The Committee pays particular attention to principal risks and
uncertainties and emerging risks, reviewing mitigation strategies
against the Board-approved risk appetite. During the year, the
Committee noted the shifting macroeconomic backdrop, including
US tariff disruption, continued geopolitical tensions, elevated inflation,
and the SaaS sell-off in the second half of the year, and considered the
implications for the Company’s principal risks.
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Audit, Risk and Valuations Committee Report
continued
The Group’s internal control systems are structured around
documented delegation of authority, investment policies, legal and
compliance protocols and financial controls, supplemented by policies
communicated throughout the Group and by regular management
reporting. The Group has maintained a comprehensive Financial
Position and Prospects Procedures ("FPPP") memorandum since its
move to the Main Market in 2021. This operated as a live document
that evolved to capture the Company’s internal control framework,
documenting key processes, controls and reporting lines relevant
to the preparation of financial statements and management of the
business. The ARV Committee last reviewed the FPPP memorandum
at its June 2025 meeting. This framework has now been succeeded
by the Company’s work on compliance with Provision 29 of the
2024 Code (effective for financial years beginning on or after
1 January 2026), through which the Committee has overseen a
comprehensive mapping of the Company’s material controls as
described below.
FRC Code Provision 29 — Internal
controls
A key area of focus during FY26 has been the Committee’s work in
preparing for the new internal controls reporting requirements under
Provision 29 of the 2024 UK Corporate Governance Code (“Provision
29”), which requires Boards to make a declaration on the effectiveness
of their material internal controls. Provision 29 will first apply to the
Company for accounting periods beginning 1 April 2026, meaning the
first required disclosure will appear in the FY27 Annual Report.
Building on the Company’s already robust internal controls framework,
the Committee has overseen significant work during FY26 to enhance
and formalise the reporting infrastructure required under Provision 29.
This included a comprehensive controls mapping exercise covering
over 40 controls across multiple business areas, aligned to the
Company’s principal risks, which served to document and articulate
the strength of controls already embedded across the business. This
work was led by the Company Secretary, Finance team and legal and
compliance teams, with oversight from the Committee at each of its
meetings during the year. Post year end the Policies & Procedures
Committee’s terms of reference were approved with delegated
responsibilities from the Board and other group management
Boards to implement the day-to-day running and assessment of the
effectiveness of the material controls to assist the Directors in making
the required attestation next year.
The Committee noted the FRC’s revised guidance on Provision
29, published during the year, which informed discussion of the
previously anticipated scope and prescriptiveness of the reporting
obligation. The revised position confirms that companies are required
to provide assurance on material controls; that specific disclosure of
a commercially sensitive control failure is not required; and that the
overall direction of travel is towards a more flexible, proportionate
and principles-based approach. The regime continues to operate on a
comply-or-explain basis.
The Committee confirmed that no member had any concern that
the Company’s internal control environment was inadequate or
that control failures were going unidentified or unaddressed. The
Committee endorsed a pragmatic approach for FY26: to continue
developing and documenting the internal controls framework, to
monitor how disclosure expectations develop in practice among first-
wave reporters (those with calendar year-end accounting periods),
and to finalise the Provision 29 reporting approach in time for the FY27
Annual Report.
Cyber security
The Committee received a detailed presentation on the key cyber risks
to which the Company is exposed and the mitigating controls in place,
including the IT framework and service providers employed, third-
party system assessments, and the roadmap for future development.
The Committee noted the recent increase in high-profile cyber-attacks
at large UK corporates and was satisfied that the Company’s cyber
security strategy was appropriate for the business and would continue
to evolve in response to emerging best practice and the shifting cyber
security environment.
Internal audit considerations
The Committee considered whether a dedicated internal audit
function would provide additional assurance over the efficacy of
the Group’s internal control environment. Given the Company’s size
and operational structure, and the existing assurance mechanisms in
place, including external compliance consultants, regular Committee
oversight, and internal compliance functions, the Committee
concluded that a dedicated internal audit function is not currently
required. This decision will be kept under review, particularly in the
context of the evolving Provision 29 framework.
External audit oversight
The Committee is responsible for safeguarding auditor independence
and overseeing audit quality. During the year, the Committee:
•
Agreed the scope and terms of the FY26 audit;
•
Reviewed the external audit plan, including PwC’s evolving use
of artificial intelligence and automation tools to enhance audit
efficiency and quality;
•
Reviewed and approved the FY26 audit fee arrangements
following substantive negotiations with PwC;
•
Met with the audit team, with and without management present;
•
Evaluated PwC’s effectiveness based on structured feedback from
management and the finance team; and
•
Assessed PwC’s independence with reference to non-audit
services provided.
Audit fees
The Committee reviewed and agreed the auditor’s fees for FY26,
satisfying itself that the level of fees was appropriate to enable an audit
of sufficient quality to be delivered. In assessing the fee proposal, the
Committee considered the scope of the audit, the level of fee relative
to the prior year, and the need to ensure that auditor independence
and objectivity were not compromised. A detailed breakdown of the
Auditor’s remuneration is set out in Note 10 on page 159.
Audit effectiveness review
The Committee undertook a formal evaluation of the external audit
process, drawing on structured feedback from the Molten Ventures
finance team, meetings with PwC without management present,
the Chair’s meetings with the lead audit partner, and the FRC’s audit
quality report on PwC. The Committee confirmed that PwC continued
to provide effective audit and the Committee remains satisfied with
the quality of the audit process and maintains ongoing dialogue with
the auditor on audit scope, approach and fees.
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GOVERNANCE REPORT
Auditor independence and non-audit
services
The Committee has adopted a policy for engaging the external
Auditors for non-audit services. All non-audit engagements require
pre-approval and are evaluated on the basis of: whether the service
could impair the Auditors’ independence or objectivity; whether the
external Auditors are the most appropriate provider; the fee level
relative to the statutory audit fee; and cumulative exposure to non-
audit services over time.
In FY26, PwC provided limited permitted non-audit services, including
an interim review of the half-year report. The Committee reviewed
compliance with the Non-Audit Services Policy and confirmed that all
non-audit work provided by PwC remained within the required 70/30
ratio, that the pre-approval process was operating effectively, and
that no concerns or objections had been identified. During the year,
PwC identified an inadvertent breach of paragraph 5.40 of the FRC
Ethical Standard, relating to the provision of tax compliance services
to Connect Ventures One LP, an investment of the Group, for fees
of £23,615. Pre-approval was not sought for this service and upon
indentification, PwC immediately ceased providing those prohibited
services. Having considered PwC’s assessment of the breach, including
the nature, scope and value of the service and the remedial action
taken, the Committee is satisfied that the breach did not adversely
affect PwC’s objectivity or independence in connection with the audit,
and has concurred with PwC’s conclusion that its integrity, objectivity
and independence is not compromised.
Reappointment and audit tendering
PwC was first appointed in 2018 following a formal tender process.
The audit for the year ended 31 March 2026 was led by Robert
Hawkins, who succeeded Jeremy Jensen as lead audit partner during
the year following rotation. The Committee remains satisfied that PwC
continues to deliver a high-quality audit service and demonstrates
independence, professional scepticism and sector knowledge, and
recommends PwC’s reappointment at the 2026 AGM.
The Company confirms compliance with the Competition and Markets
Authority’s Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014 (the "CMA Order").
As a competitive tender has not been conducted within the last five
consecutive financial years, the Committee confirms that it intends to
undertake a competitive tender process no later than FY28, in line with
the CMA Order’s mandatory 10-year tender requirement. There are
no contractual restrictions limiting the Company’s choice of external
auditors.
Fair, balanced and understandable
assessment
The Committee reviewed the FY26 Annual Report and Financial
Statements to determine whether they meet the Code’s requirement
to be fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company’s performance,
business model and strategy. The Committee was unanimous in
recommending to the Board that the FY26 Annual Report meets this
requirement.
Conclusion
The Committee has discharged its duties diligently during the year.
The Chair transition has been completed in an orderly manner, the
Provision 29 framework is on track for the FY27 reporting cycle, and
the Committee is satisfied that audit quality, valuation integrity, risk
oversight and internal controls remain robust and effective.
Lara Naqushbandi
Chair of the Audit, Risk and Valuations Committee
9 June 2026
102
ANNUAL REPORT FY26
Audit, Risk and Valuations Committee Report
continued
Chair:
Sarah Gentleman
Other members:
Laurence Hollingworth
Grahame Cook
Lara Naqushbandi
Gervaise Slowey
FY26 Key activities
•
Monitored the effectiveness of the Company’s
remuneration framework
, ensuring it remained aligned
with strategy, performance delivery and evolving
governance expectations.
•
Reviewed FY26 annual bonus outcomes and the operation
of corporate KPIs
, applying judgement where appropriate
to ensure incentives supported long-term value creation
(including maintaining a focus on investment quality).
•
Led extensive shareholder engagement on the proposed
new Directors’ Remuneration Policy
, listening to feedback
and refining the proposed approach to strengthen
alignment with shareholder expectations.
FY27 Key priorities
•
Implement the refreshed Directors’ Remuneration Policy
(subject to shareholder approval)
and clearly communicate
how it supports the Company’s strategic priorities and long-
term value creation.
•
Ensure executive pay outcomes remain strongly aligned to
Company performance and the shareholder experience,
while supporting attraction, retention and motivation of key
talent.
•
Continue proactive engagement with shareholders and
proxy advisers,
including transparent disclosure of incentive
design, performance measures and the Committee’s use of
discretion.
Sarah Gentleman
Chair of the
Remuneration Committee
On behalf of the
Remuneration Committee,
I am pleased to present the
Directors’ Remuneration
Report for the year ended
31 March 2026.
Business
Performance in
FY26
•
NAV per share increased
13% to 760p and Gross
Portfolio Value increased
13% to £1,525m
•
£120m of realisations
generated at an average 3x
multiple on invested capital
•
The share price increased
from 256.50p to 457.80p
between 31 March 2025
and 31 March 2026, a rise of
201.30p (78.5%)
•
Returned £38 million to
shareholders through the
share buyback programme,
a NAV per share accretive
use of capital that
contributed 21p to the total
89p NAV per share uplift
Remuneration
Policy Review
The current Policy was last
approved at the 2025 AGM, in
line with the normal triennial
cycle, with 98% of votes cast in
favour. This Policy was largely
rolled forward without any
material amendments due to
the launch of the new strategy,
to allow the Committee to
undertake a thorough review
of Molten’s remuneration
framework during FY26.
Following a thorough review of
the Policy and consultation with
our largest shareholders, I am
pleased to present our proposed
new Directors’ Remuneration
Policy (the “Policy”), which will be
subject to a binding shareholder
vote at the 2026 Annual General
Meeting.
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Directors’ Remuneration Report
Context for the review
Following the appointment of a new CEO and CFO in October 2024,
the CEO has led a comprehensive review of our strategy to ensure
that Molten’s capital, team and operations are fully aligned with the
most compelling value creation opportunities in the market. We are
making strong progress against our strategic priorities and are already
delivering value for our shareholders, the key highlights of which are
set out above.
Over the past year, the Committee has undertaken a more
fundamental review of our remuneration arrangements to ensure that
they remain fit for purpose, allow us to attract and retain talent and
deliver value to our shareholders and, support the delivery of the
refreshed strategy.
In undertaking this review, the Committee has focused on the
following reward principles:
•
The incentive structure should reward the delivery of the Group’s
strategic priorities, long-term sustainable decision making and
value creation in a cyclical market where performance is measured
over the longer-term.
•
The incentive structure should reward strong market
outperformance and create alignment between Executive
Directors and the shareholder experience.
•
The total reward package should be competitively positioned
against peers, recognising that the vast majority of our direct
peers are private companies and operate different remuneration
arrangements to those typically seen in the UK-listed environment.
•
The total reward package should be sufficiently weighted towards
long-term value creation.
•
That the overall quantum and opportunity of the package should
be appropriately positioned compared to market for a business
of the size and complexity of Molten. When reflecting on market
data, the Committee determined that the overall package was well
positioned and therefore the new structure should not seek to
achieve an unjustified increase in reward opportunity.
Reflecting on the key principles set out above and following
its detailed review of the current remuneration framework, the
Committee considers that this plan is no longer fit for purpose to
appropriately reward and incentivise our Executive Directors. This is for
several reasons, including:
•
The performance share plan (‘PSP’) structure does not
appropriately align with the longer-term nature of our business
cycle. Molten occupies a unique position as one of a very small
number of UK-listed alternative asset managers. We operate in
an industry where investments are inherently long-term in nature
and where performance is measured over cycles that extend well
beyond a conventional three-year period. This is reflected in the
remuneration structures adopted by the majority of our peers,
most of whom are unlisted, where reward is typically linked to the
performance of underlying assets over the longer term, rather
than to three year cycles as is the case with the majority of our FTSE
350 peers.
•
As a result, it has been challenging to set robust and stretching
targets for the performance metrics. Outcomes can be “boom
or bust” and they are often impacted by macroeconomic and
external factors outside management control, rather than
underlying business performance.
•
The three-year PSP cycle has not adequately captured the longer
investment horizons inherent in venture capital or our underlying
business performance, which has proven resilient, and Executive
Directors are therefore not rewarded for this performance.
In light of the challenges set out above, the Committee concluded that
the current structure should be replaced by an alternative structure
that supports the delivery of long-term sustainable value and that
maintains alignment between Executive Directors and the shareholder
experience.
Proposed changes to the Policy
The principal change under the proposed Directors’ Remuneration
Policy is the replacement of the current PSP with a restricted share
plan (‘RSP’) award with an outperformance element. The Committee
considers that this structure best supports the delivery of sustainable,
long-term decision making which is aligned with Molten’s business
cycle (via the core RSP award), whilst also incentivising Executive
Directors to deliver strong market outperformance (via the
outperformance element).
The rationale for replacing the PSP with the RSP with an
outperformance element was:
•
Strong alignment to Molten’s strategy and business context –
Molten operates in an industry where investments are longer-term
in nature and business performance is not aligned to a three-year
performance period.
The Committee’s view is that the proposed
structure strikes a balance between supporting the delivery of
sustainable, long-term decision making which is aligned with
Molten’s business cycle (via the core RSP) whilst also incentivising
Executive Directors to deliver returns for shareholders (via the
outperformance element).
•
Since listing on the Main Market five years ago, vesting outcomes
under the long-term incentive plan have ranged between 0% and
66% of maximum. Whilst these outcomes have been in line with
the targets set, the Committee’s assessment is that the plan has
neither effectively driven performance nor served as a genuine
incentive and retention tool for the Executive Directors. For
employees below Executive level, we therefore removed the LTIP
and moved to an RSP two years ago.
•
Focus on long-term sustainable performance – it is imperative
that our Executive Directors are incentivised to focus on the
delivery of our refreshed strategic priorities and the long-term
sustainable growth of the business. The core RSP award supports
our executive team with making appropriate and timely decisions
aimed at the delivery of our long-term goals and portfolio value
creation, rather than the achievement of performance targets that
have been set over a pre-determined period which do not align
with the longer-term nature of our investments.
•
Alignment to shareholder experience – the Committee considers
it is important that our Executive Directors share the same
direct experience as our shareholders and that remuneration
outcomes are fully aligned to this. The introduction of the new
long-term incentive plan helps support our new management
team to achieve a material shareholding in the Company and
encourages long-term stewardship of the business. In addition,
Executive Directors are only eligible to receive the additional
outperformance element where superior shareholder returns have
been delivered.
•
Retention of key talent – the plan is intended to be retentive by
providing a greater certainty of reward compared to the “boom or
bust” outcomes under the previous PSP structure. This is critical for
Molten given the importance of our new management team to the
next phase of our journey.
•
The inclusion of the outperformance element is designed to
ensure that Executive Directors are appropriately and meaningfully
rewarded where truly exceptional performance is delivered.
The element has been deliberately structured so that there is no
pay-out in the ordinary course of business — awards under this
element will only vest where performance materially exceeds the
broader market and is consistent with Molten’s strategic objective
of delivering returns in excess of 20% per annum. The high-
performance bar is what makes the structure distinct from a typical
104
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
hybrid model. Further commentary on the distinction between the
proposed arrangement and a hybrid model are set out later in this
report.
The new incentive structure will continue to have a three-year vesting
period followed by a two-year holding period.
Performance measures
In order to ensure that awards continue to drive performance and
align to shareholder interests and safeguard against payment for
failure, the vesting of awards will be contingent on the satisfaction of
an underpin, assessed after a three-year period. The Committee can
make a discretionary downward adjustment in the event of material
weakness in the underlying financial health or sustainability of the
business, taking into consideration factors such as net asset value per
share; total shareholder return; and investment performance.
The
underpin will also consider individual performance, with a focus on
whether there has been a materially serious conduct, reputational or
regulatory event which could have been reasonably foreseen.
The outperformance element has been designed to incentivise and
reward Executive Directors for the delivery of superior shareholder
returns over the longer-term and will therefore be subject to
stretching performance conditions. For awards granted in 2026, the
outperformance element will be equally split between relative and
absolute total shareholder return (‘TSR’) performance to ensure strong
alignment with the shareholder experience. The Committee gave
careful consideration to the choice of performance measures and
concluded that a combination of absolute and relative TSR is the most
appropriate approach at this time. Absolute TSR ensures a direct link
to shareholder value creation, whilst the relative TSR element provides
important context by benchmarking performance against relevant
peers, thereby guarding against wider market conditions. The targets
for each element are as follows:
•
Relative TSR (50% of element) – Relative TSR performance will
be measured against the FTSE 250 index excluding mining,
energy and extraction companies as these sectors have the least
correlation with Molten performance. This component will vest
if Molten achieves upper quartile or above TSR performance
compared to the comparator group. If TSR performance is below
upper quartile performance, there will be no pay-out in respect of
this component of the outperformance element.
•
Absolute TSR (50% of element) – The absolute TSR target will
be set at 20% p.a. with this element vesting in full if this level is
achieved. The Committee believes this target represents a highly
ambitious benchmark, placing it among the most demanding
within FTSE 350 companies that utilise absolute TSR as a
performance metric.
This target is also directly consistent with
Molten’s target of delivering 20% IRR fair value return through the
cycle.
Under both measures, there is no ability for the Executive Directors to
earn the outperformance element if the pre-requisite level of strong
market outperformance is not delivered.
LTIP opportunities
The Committee recognises that with greater certainty of vesting,
there needs to be an appropriate reduction in quantum. As such, the
proposed RSP awards will have a maximum opportunity of 125% of
£0
£1,000,000
£2,000,000
£3,000,000
£4,000,000
£5,000,000
£6,000,000
£7,000,00
0
Integrafin Holdings (£1.1bn)
IP Group (£0.5bn)
Molten (proposed core) (£0.7bn)
JTC (£1.9bn)
Rathbones Group (£1.7bn)
Molten (proposed max) (£0.7bn)
Molten (current) (£0.7bn)
Quilter (£2.4bn)
Bridgepoint Group (£2.4bn)
Jupiter Fund Management (£0.7bn
)
Aberdeen (£3.6bn)
Ninety One (£1.9bn)
Man Group (£2.4bn)
Total maximum compensation - CEO
Total maximum compensation - CEO
0
£1,000,000
£2,000,000
£3,000,000
£4,000,000
£5,000,000
£6,000,000
£7,000,000
£8,000,000
£9,000,000
Molten current
Molten (proposed max)
Molten (proposed core)
CEO positioning vs. FTSE 250
CEO positioning vs. FTSE 250 Asset Managers
Molten Current
Molten (proposed max)
Molten (proposed core)
Total maximum compensation - CFO
0
£1,000,000
£2,000,000
£3,000,000
£4,000,000
£5,000,000
£6,000,000
Ninety One (£1.9bn)
Man Group (£2.4bn)
Jupiter Fund Management (£0.7bn)
Bridgepoint Group (£2.4bn)
Quilter (£2.4bn)
Aberdeen (£3.6bn)
Rathbones Group (£1.7bn)
Molten (current) (£0.7bn)
Molten (proposed max) (£0.7bn)
Molten (proposed core) (£0.7bn)
IP Group (£0.5bn)
Integrafin Holdings (£1.1bn)
JTC (£1.9bn)
Total maximum compensation - CFO
0
£500,000
£1,000,000 £1,500,000
£2,000,000 £2,500,000
£3,000,000 £3,500,000 £4000,000 £4,500,000 £6,000,000
CFO positioning vs. FTSE 250
CFO positioning vs. FTSE 250 Asset Managers
Note 1
Molten proposed remuneration is presented on two bases: (i) core LTIP award plus maximum bonus; and (ii) total compensation at maximum. Molten current is shown on a
total compensation at maximum basis.
Note 2
Market capitalisation figures reflect a three-month average to 31 May 2026 for the agreed peer group. Source: Thomson Reuters DataStream.
MOLTENVENTURES.COM
105
GOVERNANCE REPORT
salary, which is a 50% reduction when compared to the current PSP
award opportunity of 250% of salary, reflecting investor guidance and
the Investment Association (‘IA’) Principles of Remuneration where a
restricted share plan is introduced.
The outperformance element will be equivalent to 0.5x the core RSP
award (i.e. a maximum element of 62.5% of salary). The total maximum
opportunity under the LTIP will therefore be 187.5% of salary.
In determining appropriate LTIP opportunities and the total
compensation offering, the Committee also considered market
positioning, benchmarking both roles against FTSE 250 asset
managers, the broader FTSE 250 index, and private market CEO data.
Following the proposed increases, total maximum remuneration for
both the CEO and CFO continues to be positioned between the lower
quartile and median relative to both listed comparator groups, and at
a material discount to private venture capital competitor firms, where
the CEO and CFO would participate in carried interest arrangements.
Note, the charts on the previous page reflect the proposed
adjustments to base salaries for the Executive Directors, as detailed
later in my letter.
Other changes to the policy
No changes are proposed to the maximum award opportunities under
the annual bonus plan.
We are however proposing a minor change in relation to the
operation of deferral. Under our current Directors’ Remuneration
Policy any bonus awarded to Executive Directors in excess of 100% of
salary is deferred into shares for two years. Under our new policy the
following bonus deferral framework will apply:
•
Where shareholding guidelines have not been met: the current
deferral policy continues (100% of any bonus in excess of 100% of
salary deferred for two years).
•
Where shareholding guidelines have been met: 50% of any
bonus in excess of 100% of salary will be deferred into shares for
two years.
In this way, any reduction in deferral would only apply where an
Executive Directors already has a substantial shareholding, therefore
maintaining alignment with shareholder interests.
No other material changes are proposed to the Policy.
Shareholder consultation and feedback
The Committee engaged extensively with our largest shareholders
(representing 66% of the shareholder register) and key UK proxy
agencies, and I am grateful for the constructive and collaborative
engagement, which was carefully considered in shaping the final
proposals.
We were particularly encouraged by the feedback received on our
proposed long-term incentive re-design, replacing the existing PSP
with an RSP with an outperformance award. Investors acknowledged
the uniqueness of Molten as a listed venture capital business and, with
that, the importance of developing a remuneration framework that
can reflect performance through the cycle, something a conventional
three-year performance-based LTIP is inherently limited in its
ability to do.
During the consultation, two core areas of feedback were provided by
our shareholders.
The first was for the Committee to consider whether a metric linked
to closing the discount between the share price and NAV could be
included in the incentive framework. The Committee debated this at
length and determined that the right approach at this stage was for it
to be included in the annual bonus framework at a 10% weighting.
The second related to the approach to deferral. We had initially
proposed that the annual bonus would be paid fully in cash once the
Executive Director’s shareholding guideline had been met. However,
reflecting on the feedback received as part of the shareholder
consultation, which expressed a preference for an element of bonus
deferral to be retained even in the event that the shareholding
guidelines have been met, this was adjusted as set out above.
During our engagement with the proxy advisers, some questions
were raised as to whether the structure was akin to a ‘hybrid’ long-
term incentive structure. The Committee is satisfied that the proposed
structure does not meet the hallmarks of a traditional hybrid plan,
where both a restricted stock plan and a performance-based
incentive plan are operated concurrently.
The core difference is
that the restricted share plan will become the primary — and, in
normal circumstances, the only — long-term incentive received by
Executive Directors. The outperformance element sits alongside
this as a targeted mechanism to reward the Executive team where
genuine outperformance is delivered. There is no reward for threshold
performance as is standard in a traditional performance-based
incentive plan.
Whilst the Committee appreciates that the revised plan is a unique
structure, in line with the Investment Association Principles of
Remuneration, the Committee determined that an ‘alternative’
structure is the most appropriate way to support the delivery of
Molten’s strategy.
106
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Illustration of how the new policy works
The Committee recognises that the proposed structure is unique in the UK market.
I have therefore set out below an illustration of how the plan
is designed to work in practice in three different performance scenarios as well as the anticipated likelihood of each performance scenario being
achieved.
For reference, since IPO in 2016, Molten’s rTSR has ranked below the upper quartile vs the FTSE 250 in six of the seven completed three-year
performance periods and has been below the 20% per annum threshold in all bar one of these.
Scenario
Performance context
Reward outcome
Outcome as a % of salary
Likelihood of scenario
Scenario 1
•
Underpins met
•
rTSR below upper quartile
•
aTSR below 20% p.a.
Core award vests only
125%
Materially most likely
outcome – anticipated in
over 80% of scenarios
Scenario 2
•
Underpins met
•
rTSR above upper quartile
•
aTSR below 20% p.a.
Core award vests plus 50%
of the outperformance
element vests
156%
Anticipated in 10-15% of
awards based on historic
performance
Scenario 3
•
Underpins met
•
rTSR above upper quartile
•
aTSR above 20% p.a.
Core award vests plus 100%
of the outperformance
element vests
187.5%
Anticipated in only 5%-
10% of awards based on
historic performance
0
20
40
60
80
100
120
140
160
180
200
Scenario 3
Scenario 2
Scenario 1
125% of
salary
156% of
salary
187.5% of
salary
Outperformance
element 1
Outperformance
element 1
Outperformance
element 2
Core award
Core award
Core award
MOLTENVENTURES.COM
107
GOVERNANCE REPORT
Key Remuneration Decisions for
Executive Directors
FY26 Annual Bonus Outcome
Despite ongoing macroeconomic headwinds, the business has
delivered very strong performance during the year. As a result of
the performance in the year, based on the performance scorecard,
which includes four different performance categories (35% Fair
Value Growth, 37.5% Capital Efficiency, 20% Strategic Projects, and
7.5% Sustainability), the Committee approved a bonus of 90% of the
maximum opportunity. Full details of achievement against targets is set
out on page 119.
The Committee reviewed the overall bonus outcome at the end of the
year, taking into account multiple factors including the environment
in which targets were originally set, the Company’s performance in
the year, and the execution of strategic objectives by the Executive
Directors. Overall, the Committee considered that the bonus outcome
was in keeping with the Group’s performance and no adjustment was
made to the formulaic scorecard outcome.
FY24 LTIP Out-turn
The performance period for the FY24 LTIP award ended on
31 March 2026. The FY24 LTIP was measured against two performance
measures: AuM Growth (48% of the award) was strong, delivering
growth above maximum performance, resulting in 100% vesting for
this element and TSR vs. FTSE 250 (52% of the award), was between
median and upper quartile of the comparator group, resulting in a
vesting of 34.5% for this element. Overall, the total level of vesting
under the LTIP was 65.9% of maximum, which the Committee
considered was in keeping with the Group’s performance over the
performance period and therefore no adjustment was made to the
formulaic scorecard outcome.
FY27 Decisions
Salaries
All employees (excluding the CEO and CFO) received a 3.5%
inflationary uplift, with targeted additional increases for selected
employees reflecting expanded responsibilities or market
rebenchmarking. In aggregate, this translates to a 5.1% increase in
annual salaries for current employees, taking total annual salaries from
£6.16 million to £6.47 million for FY27.
For FY27, the CEO’s salary has been set at £560,000 and the CFO’s
salary has been set at £346,280, reflecting an 8% increase for both the
CEO and CFO. Both Directors’ salaries were set at a material discount to
their respective predecessors upon appointment, reflecting that both
were first-time appointees to their role. The proposed increases reflect
the Committee’s assessment of their strong individual performance
and the experience they have each continued to develop since
appointment. Key highlights for the CEO includes development and
articulation of the revised strategy, overseeing a c. 64.3% rebound
in share price performance (30 October 2024 to 31 May2026) and
chairing of the new Pensions and Private Capital Expert Panel; the CFO
has led the finance team that has recently won finance team of the
year, overseen the cost reduction and efficiency programme and led
the investor relations programme and marketing activity.
In the case of the CEO, the increase aligns the salary to that of
his predecessor; in the case of the CFO, the increase unwinds a
proportion of that discount, with the salary continuing to be positioned
at a c.8% discount to his predecessor as he continues to gain
experience in the role. The Committee will keep the CFO’s salary under
review in the coming years accordingly.
The salary increases set out above were included in the consultation
with investors with no concerns raised during the process.
Annual Bonus
In line with the new Policy, the maximum bonus opportunity for FY27
will remain at 200% of salary for the Executive Directors. The bonus
scorecard for FY27 will include a new metric with a 10% weighting
focused on closing the share price discount to NAV per share, in
response to shareholder feedback received during the consultation
process. Further details of the FY27 bonus metrics can be found on
page 109.
Long-Term Incentive Plan
In accordance with the new Policy, Executive Directors will receive
awards under the new Restricted Share Plan. The core RSP award will
be made at 125% of salary, with an outperformance element of up
to 0.5 times the core award, resulting in a maximum opportunity of
187.5% of salary. The outperformance element will be based on 50%
relative TSR (requiring upper quartile performance relative to the FTSE
250 index, excluding mining, energy and extraction companies) and
50% absolute TSR (requiring 20% p.a. growth). Awards will vest after
three years and be subject to a two-year post-vesting holding period.
Looking Forward
The Committee wishes to express its sincere appreciation to all
shareholders who participated in the consultation process. The
quality and depth of the feedback received was invaluable, and the
constructive dialogue that took place has meaningfully shaped the
Committee’s thinking. As a result of this engagement, the Committee
is satisfied that the revised Policy which will be put to shareholders for
approval at the 2026 AGM, strikes the appropriate balance between
the need to attract, retain and motivate the talent necessary to deliver
Molten’s strategy, and the expectations of our shareholders and wider
stakeholder community.
The Committee looks forward to shareholders’ continued support
for both the Directors’ Remuneration Report and the new Directors’
Remuneration Policy at the forthcoming AGM.
Sarah Gentleman
Chair of the Remuneration Committee
9 June 2026
108
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Remuneration Policy summary
Summary of Policy changes and implementation for FY27
The table below sets out a summary of our current Remuneration Policy for Executive and Non-Executive Directors, and an overview of the
principle proposed changes to the Policy and proposed implementation for FY27. In addition, other changes have been made to the wording of
the Policy to aid operation and to increase clarity and flexibility.
The full Policy appears on pages 111 to 117.
Element
Current
Summary of proposed 2026
Policy changes
Implementation for FY27
Fixed pay
Base salary
To provide competitive fixed remuneration.
To attract, retain and motivate Executive
Directors of the calibre required to deliver
the Company’s strategy.
No change
•
Ben Wilkinson – £560,000
(8% increase)
•
Andrew Zimmermann – £346,280
(8% increase)
•
Stuart Chapman – £450,225 (3.5%
increase)
Benefits and
pension
Executive Directors are eligible to receive
pension contributions aligned to the wider
workforce rate at 15% of basic salary per
annum.
Standard benefits apply, as available to other
UK employees.
Executive directors are also entitled to
reimbursement of reasonable expenses
incurred in line with the Company’s Travel &
Entertainment Policy.
No change
No changes to benefits or pension for
FY27.
Variable pay
Annual bonus
•
Maximum opportunity of 200%.
•
Weighting of performance measures
primarily focussed on financial measures.
•
Any bonus awarded to an Executive
Director in excess of 100% of basic salary
earned will be deferred in Ordinary
Shares under the Deferred Bonus Plan
(“DBP”) for two years.
•
Malus and clawback provisions apply.
•
No change to the maximum
opportunity.
•
Where shareholding
guidelines have not been
met: the current deferral
policy continues (100% of
any bonus in excess of 100%
of salary deferred into shares
for two years).
•
Where shareholding
guidelines have been met:
50% of any bonus in excess
of 100% of salary will be
deferred into shares for
two years.
In this way, any reduction in
deferral would only apply
where an executive already
has a substantial shareholding,
therefore maintaining alignment
with shareholder interests.
Maximum opportunity of 200% of
salary for all Executive Directors.
Performance measures that will apply
are as follows:
Financial 70%
•
Fair Value Growth (40%)
•
Realisations (20%)
•
Deployment (10%)
Non-financial 30%
•
Strategic Projects (25%) – including
a metric linked to the share price
discount to NAV
•
Sustainability (5%)
The Committee considers that the
detailed performance targets for the
FY27 bonus (excluding those related
to sustainability) are commercially
sensitive and that disclosing precise
targets in advance would not be in
shareholder interests. Actual targets,
performance achieved, and outturns
will be disclosed in the FY27 Annual
Report.
MOLTENVENTURES.COM
109
GOVERNANCE REPORT
Element
Current
Summary of proposed 2026
Policy changes
Implementation for FY27
Long-term
incentive
plan (“LTIP”)
•
Performance share plan (“PSP”) with
vesting dependent on the achievement
of performance conditions over a three-
year period.
•
Maximum opportunity of 250%.
•
Three-year performance period with
a two-year holding period on vesting
shares.
•
Malus and clawback provisions apply
•
Replacement of the PSP with
a restricted share plan (‘RSP’)
with an ‘outperformance
element’.
•
Reduction in maximum
opportunity of RSP award for
Executive Directors to 125%
of basic salary.
•
The outperformance
element will be equivalent
to 50% the core RSP award
(i.e. a maximum element of
62.5% of salary). Resulting in
a total maximum award level
of 187.5% of base salary.
Core award under the RSP of 125%
of salary. Outperformance element
of 50% of the core award. In total,
maximum opportunity of 187.5% of
salary for all Executive Directors.
Vesting of core awards will be
contingent on the satisfaction of an
underpin, assessed after a three-year
period.
1
Vesting of the outperformance
element will be assessed over a three-
year period, based on:
•
50% relative TSR – requires upper
quartile performance relative to
FTSE 250 index excluding mining,
energy and extraction companies.
This component will vest if Molten
achieves upper quartile or above
TSR performance compared to the
comparator group.
•
50% absolute TSR –20% p.a. with
this element vesting in full if this
level is achieved.
Share
ownership
guidelines
Each Executive Director is expected to
achieve a shareholding with a value of
equivalent to at least 250% of annual basic
salary.
Share ownership requirements will remain
in place until the second anniversary of
termination of employment of any Executive
Director and will apply to the lower of 250%
of such Executive Director’s basic salary or
the number of Shares held by the Executive
Director at the date of termination of
employment.
No change
No changes to share ownership
guidelines for FY27.
Details of each Executive Directors
shareholding are set out on page 123.
Non-
executive
director
(“NED”) fee
Fees are typically reviewed annually,
taking into account the time commitment
requirements and responsibility of the
individual roles, and after reviewing practice
in other comparable companies.
In response to the updated
guidance from both the FRC
and Investors Association, Policy
wording has been amended
to allow for the possibility for a
portion of fees being allocated
to shares.
The fees for Non-Executive Directors,
effective from 1 April 2026, are set out
below. Inflationary increases of 3.5%
in line with the wider workforce have
been applied.
•
Chair of the Board: £207,000
•
Non-Executive Director base fee:
£68,558
•
Senior Independent Director:
£12,855
•
Audit, Risk & Valuations
Committee Chair: £12,855
•
Remuneration Committee Chair:
£12,855
•
Sustainability Committee Chair:
£12,855
•
Designated NED for Workforce
Engagement: £5,356
1
The Committee will consider the following when determining whether a discretionary downward adjustment to awards is required:
•
Whether there is a material weakness in the underlying financial health or sustainability of the business. Factors such as, (but not limited to): net asset value per share; total
shareholder return; and investment performance would be considered.
•
Whether there has been a materially serious conduct, reputational or regulatory event which could have been reasonably foreseen.
110
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Remuneration Policy – for approval by shareholders at the
2026 AGM
Introduction
The Directors’ Remuneration Policy (the ‘Policy’) as set out below is subject to a shareholder vote at the 2026 AGM on 22 July 2026 and is then
intended to apply for a period of three financial years from the date of approval unless a new Policy is approved by the Company’s Shareholders
prior to the end of that period.
The Company’s remuneration strategy is to provide pay packages that attract, retain and motivate high-calibre talent to help ensure its continued
growth and success. It aims to encourage and support a high performance culture of reward for achievement of the Group’s corporate strategy
and delivery of sustainable growth; and align the interests of the Executive Directors, senior management and employees to the long-term
interests of shareholders; while ensuring that remuneration and incentives adhere to the principles of good corporate governance and support
good risk management practice and sustainable Company performance grounded in the principles of responsible investment.
The Committee may exercise discretion with respect to vesting and other outcomes that affect the actual level of reward payable to individuals,
as explained in the Policy below. Such discretion would only be used in exceptional circumstances and, if exercised, disclosed at the latest in the
report on implementation of the Policy (i.e. the annual remuneration report) for the year in question.
The Committee has appointed independent external advisers to receive material independent assistance and advice. In addition, to avoid any
conflicts of interest or appearance thereof, no director is involved in deciding their own remuneration outcome with such items being discussed
without their presence in the meeting.
Details of changes to the Policy are set out in the annual statement from the Remuneration Committee Chair and are detailed on the preceding
pages.
MOLTENVENTURES.COM
111
GOVERNANCE REPORT
Directors’ Remuneration Policy
Purpose and
link to strategy
Operation
Maximum opportunity
Performance targets
Base salary
To provide
competitive fixed
remuneration.
To attract, retain
and motivate
Executive
Directors of the
calibre required
to deliver the
Company’s
strategy.
The base salaries for Executive Directors will depend
on their experience and the scope of their role as well
as having regard to practices at peer companies of
equivalent size and complexity.
In considering the base salary (and other elements of
remuneration) of Executive Directors, due regard will be
taken of the pay and conditions of the wider workforce
generally.
Base salaries will typically be reviewed on an
annual basis.
When considering salary increases for the
Executive Directors in their current roles,
the Committee considers the general level
of salary increase across the Group and in
the relevant external market.
Increases above this level may be made in
certain circumstances such as:
•
where an Executive Director has been
appointed to the Board at a lower
than typical market salary
•
to allow for growth in the role
•
where an Executive Director has been
promoted or has had a change in
responsibilities;
•
where there has been a significant
change in market practice;
•
where there has been a change
in the size and complexity of the
organisation; and
•
other exceptional circumstances
Not applicable
Benefits and pension
To provide market
competitive levels
of employment
benefits.
The Executive Directors are eligible to receive
contributions to a pension plan and/or a cash
supplement in lieu of pension contributions (equal to
15% of basic salary) as each Executive Director may
direct. The contribution rate for Executive Directors is
the same as the rate provided to the wider workforce.
The Executive Directors will be able to participate in
the same benefits as available to other UK employees,
including but not limited to life insurance, private health
insurance and income protection insurance.
The Committee recognises the need to maintain suitable
flexibility in the benefits provided to ensure it is able
to support the objective of attracting and retaining
personnel. Additional benefits may therefore be offered
(including the tax cost where applicable).
Where an Executive Director is required to relocate to
perform their role, the appropriate one off or ongoing
expatriate benefits may be provided (e.g. housing,
schooling etc).
Each Executive Director is entitled to reimbursement of
reasonable expenses incurred in the performance of
such Executive Director’s duties in accordance with the
Company’s Travel & Entertainment policy.
The benefits package is set at a level which
the Remuneration Committee considers
provides an appropriate level of benefits
for the role and is appropriate in the
context of the benefits offered to the
wider workforce or to comparable roles in
companies of a similar size and complexity.
Not applicable
112
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Purpose and
link to strategy
Operation
Maximum opportunity
Performance targets
Annual bonus
Rewarding the
year-on-year
achievement
of demanding
annual
performance
metrics.
Performance measures, weightings and targets are
reviewed annually by the Committee and may be
changed from time to time.
Appropriately stretching targets are set by reference
to the operating plan and historical and projected
performance for the Company and its sector.
To the extent performance conditions are met, the
annual bonus will normally be paid in cash and,
where required deferred shares. Where shareholding
guidelines have not been met, any bonus awarded to
an Executive Director in excess of 100% of basic salary
earned will be deferred in Ordinary Shares for two
years. Where shareholding guidelines have been met,
the deferral requirement is reduced to 50% of any
bonus awarded to an Executive Director in excess of
100% of basic salary earned.
Deferred awards may be granted in the form of
conditional share awards, options or forfeitable share
awards. Awards may also be made or settled in cash in
exceptional circumstances.
The Committee has discretion to amend the vesting
outcome should it not reflect the Committee’s
assessment of overall business performance or if the
Committee considers the outcome is not appropriate
in the context of other factors considered by the
Committee to be relevant.
Participants may receive an additional payment (in cash
or shares) equal to any dividends which would have
been paid during the deferral period on the number of
shares that vest.
Malus and clawback provisions apply.
The maximum bonus opportunity is 200%
of salary in respect of a financial year.
Threshold bonus opportunity is set at no
more than 20% of the maximum.
The Target and Maximum pay-outs will be
specified by the Committee at the date
of award and disclosed in the following
Annual Report.
The award of any
bonus is discretionary
and subject to
the achievement
of challenging
performance
conditions, which
will be set by the
Committee each year.
Annual incentive plan
awards are normally
based 60%-100% on
financial measures
which may include,
but are not limited
to, measures of fair
value growth and
capital; and 0%-
40% on strategic
or sustainability
measures or other
objectives aligned to
Company strategy.
The Committee may
amend the targets
and their weightings
from time to time.
MOLTENVENTURES.COM
113
GOVERNANCE REPORT
Purpose and
link to strategy
Operation
Maximum opportunity
Performance targets
Long-term incentive plan (“LTIP”)
To align reward
with the long-
term interests of
our shareholders
and incentivise
the delivery of
outperformance.
Awards comprise a core award and an outperformance
element.
The core award is subject to the achievement of a
performance underpin, normally measured over the
vesting period.
The outperformance element is subject to the
achievement of one of more financial performance
conditions, normally measured over a three-year
performance period.
Awards will normally vest after three years and will then
be subject to a two-year holding period.
Awards may be granted in the form of conditional
share awards, options or forfeitable share awards.
Awards may also be made settled in cash in exceptional
circumstances.
The Committee has discretion to amend the vesting
outcome should it not reflect the Committee’s
assessment of overall business performance or if the
Committee considers the outcome is not appropriate
in the context of other factors considered by the
Committee to be relevant.
Participants may receive an additional payment
(in cash
or shares) equal to any dividends which would have
been paid during the vesting period on the number
of shares that vest. Any dividend equivalent payable to
Executive Directors will be made in the same form as
applicable for other participants.
Malus and clawback provisions apply.
The maximum opportunity for the core RSP
award is 125% of base salary in respect of a
financial year.
The maximum opportunity under the
outperformance element of the award is
50% of the core RSP award.
Overall maximum opportunity is 187.5% of
basic salary in respect of a financial year.
The core award
is subject to
achievement of
performance
underpins which will
consider individual
and firm-wide
performance over the
vesting period.
The vesting outcome
of an award may
be reduced by
the Committee
if a performance
underpin is not
achieved.
The outperformance
element will be
subject to one or
more financial targets,
normally over a three
year period.
The Committee,
if considered
appropriate, may
introduce alternate
performance
conditions from time
to time aligned to the
Company’s strategy.
There is no ability for
the executives to earn
the outperformance
element if the
pre-requisite level
of strong market
outperformance is not
delivered.
Share ownership guidelines
To provide long-
term alignment
between
Executive
Directors and
Shareholders.
Executive Directors are encouraged to build and
maintain over time a shareholding in the Company.
To the extent the share ownership guideline has
not been reached by the relevant vesting dates, the
Executive Directors have agreed to retain 50% of the
Shares that may be delivered to each of them pursuant
to the LTIP and the portion of annual bonus deferred
into shares (save to permit the sale of such number
of Shares as may be required to meet any tax liability
arising on the vesting of such awards).
Each Executive Director is expected to achieve
a shareholding with a value of equivalent to at
least 250% of their annual basic salary.
The share ownership requirements will
remain in place until the second anniversary
of termination of employment of any
Executive Director and will apply to the lower
of 250% of such Executive Director’s basic
salary or the number of Shares held by the
Executive Director at the date of termination of
employment.
Not applicable
114
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Purpose and
link to strategy
Operation
Maximum opportunity
Performance targets
Non-Executive Director fees
To attract and
retain Non-
Executive
Directors of a
high calibre
with relevant
commercial and
other experience.
Non-Executive Directors receive a basic annual fee in
respect of their board duties.
Additional fees may be paid to Committee chairs, the
Senior Independent Director and Designated Director for
workforce engagement. The Chairman receives a fixed
annual fee.
Additional fees may also be paid for additional
responsibilities or an increase in time commitments on a
one-off or ongoing basis.
Fees are typically reviewed annually, considering the
time commitment requirements and responsibility of the
individual roles, and after reviewing practice in other
comparable companies.
The fee paid to the Chairman is determined by the
Remuneration Committee, while the fees for other
Non-Executive Directors are determined by the Board as
a whole.
Each Non-Executive Director is entitled to reimbursement
of reasonable expenses incurred in the performance of
such Non-Executive Director’s duties.
Fees are normally paid in cash monthly, however, the
Board may determine that a proportion of fees should be
delivered in shares.
For the Non-Executive Directors, there is no
prescribed maximum annual increase.
The maximum cap for the total aggregate
remuneration paid to the Chairman of the
Company and the Non-Executive directors
is set within the Company’s Articles of
Association.
Actual fee levels are disclosed in the
Directors’ Remuneration Report for the
relevant financial year.
Not applicable
Notes to the Policy tables
Performance measures and targets
Measures used under incentive schemes are selected annually to
reflect the Group’s main short, mid and long-term objectives and
reflect both financial and non-financial priorities as appropriate.
Performance targets are set to be stretching yet achievable, and
take into account the Company’s strategic priorities and business
environment. The Committee sets targets based on a range of
reference points including the Company strategy and broker forecasts
for both the Company and the market.
Recovery provisions
The Remuneration Committee may exercise its discretion to adjust
annual bonus outcomes or levels of vesting under the share plans
where it believes that it is appropriate, including (but not limited to)
where outcomes are not reflective of the underlying performance
of the business or the experience of the Company’s shareholders,
employees or other stakeholders.
The Remuneration Committee may exercise malus on unvested
awards to reduce, cancel or impose further conditions on them. The
Remuneration Committee may also operate clawback on incentive
awards, normally up to three years from the date of payment/
end of the relevant assessment/vesting period (in part or in full) in
circumstances including gross misconduct, material misstatement
in the Company’s annual financial statements, material failure of risk
management, serious reputational damage to a member of the Group
of relevant business unit, serious misconduct, material corporate failure
and/or an error in assessing any condition or in the information or
assumptions on which an award is granted, vests or is released.
A clawback period of three years is considered appropriate by the
Committee on the basis that: (i) it is reasonable to assume that an event
relating to the performance / vesting period requiring clawback
would be discovered within a three-year period; (ii) it is aligned with
standard market practice across the FTSE 250.
Remuneration Policy on recruitment
On recruitment, the Committee would seek to align the remuneration
package with the Remuneration Policy approved by shareholders.
When determining a remuneration package for a new Executive
Director, the Committee will consider the relevant skills and experience
of the individual as well as the internal and external market conditions.
Incentive opportunities will be consistent with the Remuneration Policy
set out above.
The Committee will have the ability to buy out any remuneration
terms forgone at their previous employer on similar terms to the terms
foregone. The Committee may exercise its discretion to make sign-on
payments to new hires if it considers that the circumstances make
such payments necessary. However, such payments may be subject
to vesting requirements and deferral into shares to ensure that the
longer-term interests of shareholders are served. Malus and clawback
provisions will apply to such awards.
In the event of an internal hire who is promoted to the Board, any
existing entitlements (including to carried interest) will be honoured,
retained and paid out on their original terms for the relevant
proportion of the financial year in which they are appointed to the
extent that the basic salary will be adjusted to the appropriate level
for the role being assumed from the date of appointment. If they are
appointed prior to the granting of LTIP awards for that year, they will
participate in the new grants on similar terms as the other Executive
Directors.
MOLTENVENTURES.COM
115
GOVERNANCE REPORT
Other elements may be included where an interim appointment
is made to fill an executive director role on a short-term basis or if
exceptional circumstances require that a non-executive director takes
on an executive function on a short-term basis.
Remuneration Policy on termination
In the event of termination, any payments will be in accordance
with the terms of the Executive Directors’ service contracts with the
Company, and the share-based rules operated by the Company,
having regard to all of the relevant facts and circumstances available at
that time.
Element
Treatment on termination
Base salary,
pension and
benefits
Paid over the notice period. However, the
Committee may determine to make a payment
in lieu of notice for any reason the Committee
deems fit. Any such payments would normally
be subject to mitigation.
Annual bonus and
deferred bonus
awards
The annual bonus may be payable in respect of
the period of the bonus scheme year worked
by the Director.
The bonus would be payable at the normal
date and would normally be subject to deferral
provisions under the terms of the plan. Awards
would normally be pro-rated for time served
during the year.
Leavers would normally retain deferred bonus
shares from bonus awards in previous years,
albeit release would normally be at the end of
the deferral period, with Committee discretion
to treat otherwise.
Long-term
incentives
Good leavers:
awards will normally be retained
and will vest on the normal vesting date or an
earlier date as the Committee may determine.
Awards will remain subject to performance
conditions and performance underpins.
Awards will normally be pro-rated to the date
of cessation of employment.
Good leavers are defined as termination of
employment in the following circumstances:
death, injury, disability, sale of their employing
company or business unit, or any other reason
(other than gross misconduct) at the discretion
of the Committee.
Other leavers:
lapse of any unvested LTIP
awards.
The Committee reserves the right to make any other payments
(including appropriate legal fees) in connection with an Executive
Director’s cessation of office or employment where the payments are
made in good faith on discharge of an existing legal obligation (or by
way of damages for breach of their obligation) or by way of settlement
of any claim arising in contravention with the cessation of an Executive
Director’s office or employment.
In the event of a change of control, outstanding awards will be treated
in line with the provisions of the relevant plan rules, as approved by
shareholders.
Payments under previous policies
The Committee reserves the right to make any remuneration payments
and payments for loss of office notwithstanding that they are not in line
with the policy set out above, where the terms of that payment were
agreed:
(i)
Before the 2021 policy came into effect; or
(ii)
Before this Policy came into effect, provided that the terms
of payment were consistent with the shareholder approved
Directors’ Remuneration Policy in force at the time they were
agreed or were otherwise approved by shareholders; or
(iii)
At a time when the relevant individual was not a Director of the
Company and, in the opinion of the Committee the payment was
not in consideration for the individual becoming a Director of the
Company.
For these purposes, “payments” include the Committee satisfying
awards of variable remuneration and, in relation to an award or option
over shares, the terms of the payment are “agreed” at the time the
award is granted. For the avoidance of doubt, this includes awards
made under legacy long-term incentive plans operated by the Group
(including the previous long-term incentive plan).
Remuneration Policy for other
employees
The reward package for the wider employee group is based on the
principle that it should enable the Company to attract and retain the
best talent, rewarding employees for their contribution to Company
performance. It is driven by local market practice as well as level of
seniority and accountability of each role. There is alignment in the pay
structures for Executive Directors and the wider workforce, in the way
that remuneration principles are followed as well as the mechanics
of the salary review process and incentive plan design, which are
broadly consistent throughout the organisation. Pension contribution
rates are also consistent for all employees. Employees below Board
level may be eligible to participate in an annual bonus arrangement
which has a similar structure to that used for the Executive Directors
with award quantum reflective of seniority level and carried interest
scheme participation. Long-term incentive awards and/or discretionary
share options may be awarded to certain employees, for which the
maximum opportunity and the performance conditions may vary by
organisational level. The Group also offers a range of benefits that are
open to all employees.
Statement of consideration of
employment conditions elsewhere in
the Company
The Committee has responsibility for reviewing remuneration and
related policies applicable to the wider workforce. To support this, the
Committee is periodically briefed on the structure and quantum of all-
employee remuneration as well as being informed about the context,
challenges and opportunities related to wider workforce remuneration
topics. This enables the Committee to take the wider workforce into
account when setting the policy for Executive remuneration. While
there is no direct consultation with employees on Executive Director
remuneration, the Committee receives insights from the broader
employee population via the Designated Non-Executive Director for
Workforce Engagement. Further, when considering salary increases for
the Executive Directors, the Committee considers the general level of
salary increase across the Group and in the external market.
116
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Ben
Wilkinson, CEO (£’000)
Stuart Chapman, Executive Director
(£’000)
Andrew Zimmermann, CFO (£’000)
Fixed remuneration
Annual bonus
LTIP
Share price
£k
£500k
£1,000k
£1,500k
£2,000k
£2,500k
£3,000k
£3,500k
£3,500k
£3,500k
644,009
100%
Minimum
2,016,009
35%
33%
32%
Target
2,814,009
37%
40%
23%
Maximum
3,339,009
16%
31%
34%
19%
Maximum
+50% share
price increase
£k
£500k
£1,000k
£1,500k
£2,000k
£2,500k
£3,000k
517,771
100%
Minimum
1,620,822
35%
33%
32%
Target
2,262,393
37%
40%
23%
Maximum
2,684,479
16%
31%
34%
19%
Maximum
+50% share
price increase
£k
£500k
£1,000k
£1,500k
£2,000k
£2,500k
£3,000k
398,229
100%
Minimum
1,246,615
35%
33%
32%
Target
1,740,064
37%
40%
23%
Maximum
2,064,702
16%
31%
34%
19%
Maximum
+50% share
price incr
ease
Statement of consideration of
shareholder views
In line with our commitment to transparency and engagement with
our shareholders on the topic of Executive Director remuneration, the
Chair of the Remuneration Committee conducts periodic consultations
with major shareholders. This typically involves setting out changes
planned in writing, seeking shareholder input and views to various
Executive Directors remuneration matters including the development
of, or potential changes to, the Directors’ Remuneration Policy or
arrangements. The Committee values the continued dialogue with
our shareholders and periodically engages with shareholders and
representative bodies to take their views into account when setting
and implementing the Company’s remuneration policies.
Illustration of the application of the
remuneration policy
The charts below illustrate the remuneration that would be paid to
each of the Executive Directors for the 2026/27 financial year under
three different performance scenarios: (i) minimum; (ii) in line with
expectations; and (iii) maximum. The elements of remuneration
have been categorised into three components: (i) fixed; (ii) annual
bonus (including deferred bonus); and (iii) LTIP (including the
outperformance element.
The charts below are based on the following scenarios for each
Executive Director:
•
Minimum: Annual salary as at 1 April 2026, pension and FY26
benefits
•
Target: as Minimum plus Target Bonus (120% of salary) and
Threshold LTIP award opportunity (core element of the LTIP only at
125% of salary) as per the Remuneration Policy
•
Maximum: as Target except Bonus and LTIP included at maximum
opportunity, assuming the outperformance conditions are
met in full (200% and 187.5% of salary, respectively) as per the
Remuneration Policy
•
Maximum (with +50% share price increase): as Maximum except
the share price on the LTIP is assumed to increase by 50%
MOLTENVENTURES.COM
117
GOVERNANCE REPORT
Annual report on remuneration
The Annual Remuneration Report sets out how the Directors’ Remuneration Policy was put into practice during the year. It is divided into the
following sections:
•
Section 1: Single Total Figure Table
•
Section 2: Further information on remuneration for the year ended 31 March 2026
The Auditors have reported on certain sections of this report and stated whether, in their opinion, those sections have been properly prepared.
Those sections which have been subject to audit are clearly indicated within the heading as audited.
The Remuneration Policy which was applied in the year ended 31 March 2026 was as described in the FY25 Annual Report and approved by
Shareholders at the AGM held on 8 July 2025.
Section 1 – Single Total Figure Table
This section covers the reporting period from 1 April 2025 to 31 March 2026 and provides details of the implementation of the Remuneration
Policy during the period.
Directors’ Remuneration Single Total Figure Table (audited)
The following table summarises the gross aggregate remuneration of the Directors who served during the year to 31 March 2026:
£’000s
Year
Basic
salary/
fees
1
All taxable
benefits
2
Pension-
related
benefits
3
Annual bonus
4
Total fixed
remuneration
Total variable
remuneration
Total
remuneration
Carried
interest
(legacy
awards)
6
Total
Long-term
incentive
5
Cash
Deferred
Executive Directors
Ben
Wilkinson
FY26
518
9
78
518
414
1,003
604
1,934
2,539
495
3,034
FY25
429
7
64
429
317
0
500
746
1,246
433
1,679
Stuart
Chapman
FY26
435
12
65
435
348
1,024
512
1,807
2,319
1,342
3,662
FY25
373
9
56
373
276
0
438
649
1,087
2,407
3,494
Andrew
Zimmermann
FY26
320
7
48
320
256
0
375
576
951
0
951
FY25
58
1
9
101
0
0
68
101
169
0
169
Non-Executive Chairman
Laurence
Hollingworth
FY26
200
0
0
0
0
0
200
0
200
0
200
FY25
160
0
0
0
0
0
160
0
160
0
160
Non-Executive Directors
Grahame
Cook
FY26
73
0
0
0
0
0
73
0
73
0
73
FY25
88
0
0
0
0
0
88
0
88
0
88
Lara
Naqushbandi
FY26
75
0
0
0
0
0
75
0
75
0
75
FY25
64
0
0
0
0
0
64
0
64
0
64
Gervaise
Slowey
FY26
84
0
0
0
0
0
84
0
84
0
84
FY25
81
0
0
0
0
0
81
0
81
0
81
Sarah
Gentleman
FY26
88
0
0
0
0
0
88
0
88
0
88
FY25
76
0
0
0
0
0
76
0
76
0
76
1
The salaries of Executives were set to £517,500 for Ben Wilkinson, £435,000 for Stuart Chapman and £320,000 for Andrew Zimmermann with effect from 1 April 2025.
2
Benefits include private medical and critical illness cover for all Executive Directors and electric vehicle leases for Ben Wilkinson and Stuart Chapman.
3
Ben Wilkinson received total pension contributions of £77,625, equivalent to 15% of base salary. This comprised a cash allowance of £67,625, with the remaining £10,000,
contributed directly to a registered occupational pension scheme. Stuart Chapman receives a cash allowance equivalent to 15% of base salary in lieu of pension contributions.
Andrew Zimmermann receives 15% of base salary as pension contributions directly to a registered occupational pension scheme. The pension contribution rates for the
Executive Directors are in line with the level available to the workforce.
4
Details of the bonus targets, their levels of achievement and the resulting level of are disclosed on page 119 to 121.
5
Values for the year ended 31 March 2026 relate to the vesting of options granted under the FY24 Long-Term Incentive Plan which were subject to the performance conditions
listed on page 121. Values for the vesting of the FY2024 Long-Term Incentive Plan are calculated by reference to the number of shares expected to vest multiplied by the average
market value of the shares in the last quarter of the financial year, which was £4.80. The amount of the LTIP value attributable to share price appreciation is calculated as the
number of shares vesting (being the number of shares granted multiplied by the vesting outcome) multiplied by the difference between the share price at vesting and the share
price at grant. For Ben Wilkinson, this is 317,182 shares × 65.9% = 209,023 vested shares, multiplied by the share price appreciation of £2.06 (being £4.80 minus £2.74) = £430,587.
For Stuart Chapman, this is 324,014 shares × 65.9% = 213,525 vested shares, multiplied by the share price appreciation of £2.06 (being £4.80 minus £2.74) = £439,862. The vesting
outcome is determined based on performance to 31 March 2026 and was confirmed by the Remuneration Committee on 4 June 2026. Options are subject to a two-year
post-vesting holding period and are not exercisable until 23 June 2028.
6
The carried interest amounts are legacy award payments during the year in respect of awards no longer available to Executive Directors. These carried interest plan awards were
made in prior years and a further description of the plans can be found on page 121.
7
No provisions for malus or clawback were applied in respect of Directors during FY26.
118
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Commentary on Single Figure Table (audited)
Incentive outcomes for FY26
Annual bonus
The FY26 annual bonus for Executive Directors was assessed against performance conditions approved by the Committee. The annual bonus
was split across a range of corporate financial measures (72.5%), sustainability objectives and strategic priorities (27.5%). The Committee considers
the overall bonus outcome as determined by performance against the agreed measures to ensure that the bonus level is appropriate given the
Company’s performance and the overall stakeholder experience in the year, and has the ability to exercise discretion to override the indicative
formulaic outturn if it considers that it is not appropriate in the circumstances.
Overall, the Committee determined that the bonus outcome was appropriate in the context of the Company’s performance and the shareholder
experience in the year. The Committee noted performance above the maximum level for fair value growth and realisations, delivery of expense
management in line with plan, and delivery of the sustainability objectives. Strategic project delivery was mixed: the Committee assessed share
register diversification and business diversification as achieved, while determining that the third-party fundraising elements were not achieved
and therefore did not vest.
In assessing the deployment element, the Committee considered the year-end outturn relative to the budget reference point, as well as the
strategic quality of transactions completed during the year. The Committee also considered the broader context, including the Company’s
share price performance over the year and the prevailing macro-economic conditions, which warranted a measured and targeted approach to
deployment. The Committee determined that the deployment objective was effectively delivered in the context of the environment that Molten
was operating in and as such it was appropriate for this element to payout in full. The Committee determined an overall bonus vesting level of
90% of maximum for FY26. The maximum bonus opportunity for FY26 was 200% of salary for each of the Executive Directors.
Metric
Weighting
Threshold
(20% vesting)
On target
(50% vesting)
Maximum
(100% vesting)
Actual
% payout
% of max
bonus
opportunity
Fair Value
Fair value growth
1
35.00%
FY25 −5%
Straight line
FY25 +10%
14.07%
100%
35.00%
Capital Efficiency
37.50%
Realisations
17.50%
£40.0m
£55.0m
£70.0m
£119.55m
100%
17.50%
Deployment
10.00%
Subjective assessment with £92m reference point
£89.49m
100%
10.00%
Expense management
10.00%
£28.53m
£25.93m
£23.34m
£21.42m
100%
10.00%
Sustainability
7.50%
See below
100%
100%
7.50%
Strategic Projects
20.00%
Diversification of share register
5.00%
See below
100%
100%
5.00%
Third-party fundraising (a)
£100m target
5.00%
See below
0%
0%
0.00%
Third-party fundraising (b)
progress on unlocking DC
pension funds
5.00%
See below
0%
0%
0.00%
Business diversification
5.00%
See below
100%
100%
5.00%
Total
100%
90.00%
Notes:
1
Fair value growth represents the opening gross value of the portfolio (GPV), plus investments, less any cash from realisations, plus fair value growth which gives the year-end
Gross Portfolio Value. The percentage changes from the opening GPV to the closing GPV is the fair value growth figure for the performance measure. In line with the approach
adopted by the Group in prior years, where Group resources are used to acquire assets, fair value growth captures the value of assets acquired in the year (including the value of
the underlying asset and the change in movements in values between the date of acquisition and the end of the year).
MOLTENVENTURES.COM
119
GOVERNANCE REPORT
Sustainability measures
The sustainability measures agreed by the Committee for FY26 and the Committee’s assessment of the Company’s performance against them is
summarised below. See the Sustainability Report on page 59 for further details.
Sustainability objective (FY26)
Outcome
Committee assessment
% of max bonus opportunity
Introduce assessment of positive
environmental and/or social impact
of prospective investments as part of
sustainability analysis in Investment
Committee papers
100% (8/8) of IC papers
for new deals included the
assessment
100%
1.67%
Ensure consistent tracking and reporting of
pipeline diversity data and present this for
discussion at dealflow meetings no less than
bi-annually
95% of pipeline tracked
during FY26; data discussions
held on 6 October 2025 and
2 February 2026
100%
1.67%
Conduct an internal assessment of
sustainability-related risks and opportunities
for 75%+ of in-scope portfolio companies and
establish an action plan where material risks
are identified
Assessment completed for
24 of 28 (86%) in-scope
companies
100%
1.67%
Deliver the next phase of the Company’s
Culture Project Roadmap focusing on People
and Performance
Key workstreams delivered
— new values & behaviours,
Learning & Development
framework, Investment Team
progression matrix; confirmed
at Sustainability Committee on
26 March 2026
100%
2.50%
Total
7.50%
Strategic projects
The strategic measures agreed by the Committee for FY26 and the Committee’s assessment of performance against them is summarised below.
Strategic measure (FY26)
Weighting
Committee assessment
% of max bonus opportunity
Diversification of share register
5.0%
Achieved
5.0%
Third-party fundraising: (a) £100m target
5.0%
Not achieved
0.0%
Third-party fundraising: (b) progress on
unlocking DC pension funds
5.0%
Not achieved
0.0%
Business diversification
5.0%
Achieved
5.0%
Diversification of share register (FY26)
The Committee reviewed share register diversification by way of quantitative analysis of the register’s concentration and balance, comparing
the position at the start of the year with the position at the measurement date. The paper set out a range of sub-metrics evidencing reduced
concentration across the register, including a reduction in the Herfindahl-Hirschman Index (HHI), alongside an increase in the number of fund
managers on the register (reflecting 45 new entrants, offset by 38 departures, resulting in a net increase). New entrants included a number of
notable institutional names, and the analysis also indicated a broadening of the shareholder base by geography and style of investor.
The Committee noted that diversification had been supported by targeted investor relations and engagement activity during the year, including
enhanced external research and coverage, the use of specialist investor relations support, and outreach that contributed to increased interest
from non-UK investors. The Committee also noted that the Company’s buyback programme had supported market visibility and attracted new
institutional holders, while recognising that certain contextual factors (including elevated stock lending levels and the entry of some discount-
focused strategies) required ongoing monitoring and did not, in the Committee’s view, undermine the overall diversification trend evidenced by
the core concentration metrics. The Committee agreed that the progress demonstrated in the paper was tangible and assessed the KPI as met.
This assessment formed the basis for awarding the full score for this element within the FY26 bonus outcome.
Business diversification (FY26)
The Committee also reviewed a paper on the business diversification strategic objective, which set out a qualitative scorecard of the activity
undertaken during the year. The Committee commended the accelerated implementation of business diversification strategies during FY26,
noting that management had undertaken a multi-advisor strategic review of structural options (including detailed workstreams with external
advisers and Board scenario modelling) and reached a disciplined conclusion on M&A, determining that available opportunities were not
sufficiently attractive to generate shareholder value in the context of the Company’s discount to NAV.
120
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Alongside this strategic review, the Committee noted tangible execution steps that supported diversification of the business, including
strengthening leadership capability, and the build-out of dedicated capability in secondaries, with a new team established to develop a
third-party secondary fund as a new product line with its own investor base, return profile and potential fee stream. The Committee also noted
actions taken to sharpen market relationships and strengthen the Company’s external positioning, including corporate broker changes and
initiatives to enhance access to institutional pools of capital.
Based on this progress, the Committee treated business diversification as achieved for FY26 bonus purposes (with full vesting for the relevant
scorecard element).
Bonus deferral
The FY26 bonus amounts will be paid in cash for an amount up to 100% of each Director’s salary, with the balance being paid in the form of a
deferred share award. The deferral period under the bonus scheme is two years from the date of the award. Vesting is not subject to any further
conditions.
Long-term incentive plan vesting
Vesting of FY24 award
The FY24 LTIP award included in the single total figure of remuneration table for FY26 had a performance period from 1 April 2023 to
31 March 2026. Details of performance against the performance targets are shown in the table below.
Measure
1
Weighting
Threshold
Target
Maximum
Actual
Outcome
Relative Total Shareholder Return (“TSR”)
versus FTSE 250
2
52%
Median
21.8%
Upper quartile
48.7%
Upper decile
90.2%
32.9%
17.90%
Total Assets under Management (“AUM”)
48%
£1,665m
£1,742m
£1,823m
£1,932.92
48.00%
Total
65.90%
1
For the TSR measure – 15.4% of this element vests for achieving threshold performance, rising to 61.5% for ‘on target’ and 100% vesting for achieving maximum performance.
Awards vest on a straight-line basis between these points.
For the AUM measure – 25% of the element vests for achieving threshold performance, rising to 62.5% for the mid-point target and 100% for achieving maximum. Straight-line
vesting applies between these points.
2
The vesting outcome is based on Molten’s TSR performance as compared to the FTSE 250. Note, the calculation is based on Molten’s relative TSR performance, not ranking.
Molten’s performance exceeded the median TSR of the peer group but was below the upper quartile, resulting in a vesting for this element of 34.5% of maximum or 17.9% of
the LTIP award. TSR is the percentage change in a share price plus the value of dividends reinvested on the ex-dividend date over the interim measurement period. Calculations
have been undertaken using DataStream Return Index data. The TSR calculation is based on a three-month weekday average Return Index ended on: (1) the day before the
measurement period start date of 1 April 2023; and (2) the measurement period end date of 31 March 2026. The TSR performance of Molten has been compared against the TSR
performance of the FTSE 250 as at the start of the measurement period. Companies that de-listed during the performance period have been excluded.
Carried interest (legacy awards)
Carried interest values shown in the single total figure of remuneration table for FY26 and FY25 relate to legacy carried interest arrangements
established following the Company’s IPO and admission to AIM.
Under these plans, "Plan Participants", including Executive Directors, members of the Investment Team, and other eligible employees, are
collectively entitled to 15% of net realised cash profits from the investments and follow-on investments made during the relevant period covered
by each plan. This is subject to a minimum aggregate annualised realised return of 10% on investments and follow-on investments (or 8% for plans
from April 2020 onwards). Each carried interest plan vests over five years and is subject to standard good and bad leaver provisions (as defined in
the relevant plan rules).
Since April 2020, Executive Directors have not been eligible to join new carried interest plans, though entitlements under plans joined prior to that
date are retained.
MOLTENVENTURES.COM
121
GOVERNANCE REPORT
Section 2 – Further information on remuneration for the
year ended 31 March 2026
Scheme interests awarded during the financial year (audited)
Long-Term Incentive Plan
Awards were made to all Executive Directors under the Company’s Long-Term Incentive Plan on 20 June 2025 as set out below. The awards were
made in the form of options with a nominal value exercise price of £0.01 per share as set out below:
Director
Position
Basis of award
Face value
Number
of Options
awarded
1
Ben Wilkinson
CEO
250% of salary
£1,293,750
429,817
Stuart Chapman
Executive Director
250% of salary
£1,087,500
361,295
Andrew Zimmermann
CFO
250% of salary
£800,000
265,780
1
A share price of £3.01, based on the average closing price of shares for the five dealing days after release of annual results, was used to calculate the number of option shares
granted.
The vesting of these awards is subject to the performance targets set out below, with performance measured over the three-year period from
1 April 2025 to 31 March 2028. The awards will vest on 20 June 2028 to the extent that performance conditions are met and are subject to a two-
year post-vesting holding period.
Relative Total Shareholder Return ("TSR") versus FTSE 250 (weighting – 52% of maximum opportunity)
Threshold
On target
Maximum
TSR ranking versus FTSE 250
Median
Upper quartile
Upper decile
Vesting (% of salary)
20%
80%
130%
Assets Under Management (Balance Sheet NAV) (weighting – 48% of maximum opportunity)
Threshold
On target
Maximum
Total AUM (FY26)
£2,200m
£2,316m
£2,431m
Vesting (% of salary)
30%
75%
120%
No amounts vest below threshold. Vesting is on a straight-line basis between threshold, on-target and maximum performance points.
122
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Statement of Directors’ interests (audited)
The interests of the Directors who served in the year and who held an interest in the ordinary shares of the Company are as follows:
Outstanding scheme interests 31 March 2026
Beneficially owned shares
4
Unvested
scheme
interests
subject to
performance
conditions
1
Unvested
scheme
interests not
subject to
performance
conditions
2
Vested but
unexercised
scheme
interests
3
Total shares
subject to
outstanding
scheme
interests
As at 31 March
2025
As at 31 March
2026
Total of all
scheme
interests and
shareholdings
as at 31 March
2026
Ben Wilkinson
1,011,260
154,998
484,539
1,650,797
77,287
91,973
1,742,770
Stuart Chapman
917,304
142,397
611,938
1,671,639
1,054,756
1,054,756
2,726,395
Andrew Zimmermann
290,471
–
–
290,471
4,950
11,868
302,339
Laurence Hollingworth
–
–
–
–
43,000
43,000
43,000
Grahame Cook
–
–
–
–
55,548
55,548
55,548
Sarah Gentleman
–
–
–
–
4,444
4,444
4,444
Gervaise Slowey
–
–
–
–
10,000
10,000
10,000
Lara Naqushbandi
–
–
–
–
–
–
–
1
LTIPs awarded to Ben Wilkinson, Stuart Chapman and Andrew Zimmermann from 2023 onwards.
2
Deferred bonus plan options from 2024 and 2025.
3
CSOP options awarded to Stuart Chapman and Ben Wilkinson in 2016, 2017, 2018, 2019 and 2021. LTIP options awarded to Stuart Chapman and Ben Wilkinson in 2020 and 2021.
Deferred Bonus Plan options awarded to Ben Wilkinson in 2022.
4
Includes shares held by persons closely associated.
There were no changes to the Directors’ beneficial interests as set out above and at the date of this report.
Executive Directors’ share ownership guidelines (audited)
Shareholding requirements in operation at the Company are currently 250% of base salary for the Executive Directors. Executive Directors are
required to build their shareholdings by retaining at least 50% of any share awards vesting under the Long-Term Incentive Plan or deferred bonus
until the guideline is met. The Committee keeps the progress of the Executive Directors in meeting the shareholding requirement under review
and notes the progress that has been made during the financial year. Non-Executive Directors are not subject to a shareholding requirement.
The table below shows, for the Executive Directors, their actual share ownership compared with the share ownership guidelines. Andrew
Zimmermann continues to build his shareholding and will retain at least 50% of any share awards vesting under the Long-Term Incentive Plan or
deferred bonus until the guideline is met.
Director
Number of
shares counting
to guidelines
31 March 2026
Shareholding
requirement
(% of salary)
Current
shareholding
(% of salary)
1
Shareholding
requirement
met?
Ben Wilkinson
348,599
250
308%
YES
Stuart Chapman
1,379,083
250
1,451%
YES
Andrew Zimmermann
11,868
250
17%
NO
1
The share price of £4.58 as at 31 March 2026 has been used for the purpose of calculating the current shareholding as a percentage of salary. Shares counting to the guidelines
include beneficially owned shares, and a net-of tax estimated number of vested but unexercised scheme interests. Unvested LTIP and CSOP awards do not count towards
satisfaction of the shareholding guidelines.
Molten Ventures plc
FTSE 250
FY End
£ 0
£50
£100
£150
£200
£250
£300
£350
£400
£450
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Performance graph
The graph below shows the Total
Shareholder Return (TSR) performance of
an investment of £100 in Molten Ventures
plc shares from its initial admission to AIM
in June 2016 to the end of the period,
compared with £100 invested in the FTSE
250 Index over the same period. The FTSE
250 Index was chosen as a comparator
because it represents a broad equity market
index of which the Company is a constituent
as of the date of this report.
MOLTENVENTURES.COM
123
GOVERNANCE REPORT
Executive Directors’ share plan interest movements during FY26 (audited)
Date of grant
Vesting,
exercise of
release
date
Number of
options/
awards
held as at
1 April 2025
Awarded
Exercised
Lapsed
Number of
options/
awards
held as at
31 March
2026
Share price
at date
of grant/
award
(exercise
price for
CSOP)
Face value
of awarded
options (at
exercise
price for
CSOP)
Ben Wilkinson
CSOP (Unapproved)
30/07/18
30/07/21
178,100
–
–
–
178,100
£4.92
–
CSOP (Unapproved)
12/02/19
12/02/22
178,434
–
–
–
178,434
£5.30
–
LTIP
29/06/20
29/06/23
36,615
–
–
–
36,615
£4.49
£274,000
LTIP
16/07/21
16/07/24
18,645
–
–
–
18,645
£8.88
£812,500
LTIP
17/06/22
17/06/25
187,320
–
–
187,320
–
£4.47
£836,875
DBP
17/06/22
17/06/24
72,745
–
–
–
72,745
£4.47
£325,000
LTIP
23/06/23
23/06/26
317,182
–
–
–
317,182
£2.74
£870,350
LTIP
24/06/24
24/06/27
233,592
–
–
–
233,592
£4.02
£939,974
LTIP
03/12/24
03/12/27
30,669
–
–
–
30,669
£3.22
£98,754
DBP
24/06/24
24/06/26
49,625
–
–
–
49,625
£4.02
£199,691
LTIP
20/06/25
20/06/28
–
429,817
–
–
429,817
£3.01
£1,293,750
DBP
20/06/25
20/06/27
–
105,373
–
–
105,373
£3.01
£317,173
Stuart Chapman
CSOP (Unapproved)
28/11/16
28/11/19
226,385
–
226,385
–
–
£3.55
–
CSOP (Unapproved)
28/11/17
28/11/20
234,835
–
–
–
234,835
£3.87
–
CSOP (Unapproved)
30/07/18
30/07/21
178,100
–
–
–
178,100
£4.92
–
CSOP (Unapproved)
12/02/19
12/02/22
178,434
–
–
–
178,434
£5.30
–
CSOP (Unapproved)
26/07/21
26/07/22
1,522
–
–
–
1,522
£9.85
£15,000
LTIP
29/06/20
29/06/23
38,619
–
38,619
–
–
£4.49
£289,000
LTIP
16/07/21
16/07/24
19,047
–
–
–
19,047
£8.88
£823,000
LTIP
17/06/22
17/06/25
191,355
–
–
191,355
–
£4.47
£854,900
DBP
17/06/22
17/06/24
74,312
–
74,312
–
–
£4.47
£332,175
LTIP
23/06/23
23/06/26
324,014
–
–
–
324,014
£2.74
£889,095
LTIP
24/06/24
24/06/27
231,995
–
–
–
231,995
£4.02
£933,547
DBP
24/06/24
24/06/26
50,694
–
–
–
50,694
£4.02
£203,993
LTIP
20/06/25
20/06/28
–
361,295
–
–
361,295
£3.01
£1,087,498
DBP
20/06/25
20/06/27
–
91,703
–
–
91,703
£3.01
£276,027
Andrew Zimmermann
LTIP (Restricted shares)
28/06/24
28/06/27
24,691
–
–
–
24,691
£4.04
£99,750
LTIP
20/06/25
20/06/28
–
265,780
–
–
265,780
£3.01
£800,000
124
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Historical remuneration of the Chief Executive Officer
The table below sets out the total remuneration delivered to the CEO over the last ten years valued using the methodology applied to the single
total figure of remuneration.
Year
Total single
figure (£’000)
Annual bonus
payment level
achieved
(% of max
opportunity)
LTIP vesting
(% of max
opportunity)
FY26
3,285
90%
65.9%
FY25 (Ben Wilkinson)
1
1,679
87%
0%
FY25 (Martin Davis)
1
1,078
87%
0%
FY24
1,486
79%
20%
FY23
1,162
38%
60%
FY22
1,530
100%
N/A
FY21
885
93%
N/A
FY20 (Martin Davis)
2
505
100%
N/A
FY20 (Simon Cook)
3
317
53%
N/A
FY19
503
75%
N/A
FY18
466
89%
N/A
FY17
373
94%
N/A
1
Martin Davis served as CEO from November 2019 until Ben Wilkinson’s appointment in October 2024.
2
Martin Davis was appointed as CEO in November 2019. The total single figure above includes a contractual bonus which was paid in full.
3
Simon Cook served as CEO until Martin Davis’ appointment in November 2019, and CIO from that date until 1 July 2020.
Change in remuneration of Directors compared to employees
The table below sets out the percentage change in salary, taxable benefits and annual bonus set out in the single figure of remuneration tables (on
page 118) paid to each Director from FY21 to FY26. The relevant statutory regulations also require a comparison of the change in the remuneration
of the employees of Molten Ventures plc. A comparator for all employees excluding Directors is included below.
% change in element
between FY21 and FY22
% change in element
between FY22 and FY23
% change in element
between FY23 and FY24
% change in element
between FY24 and FY25
% change in element
between FY25 and FY26
Salary
and fees
Taxable
benefits
2
Annual
bonus
Salary
and fees
Taxable
benefits
Annual
bonus
Salary
and fees
Taxable
benefits
Annual
bonus
Salary
and fees
Taxable
benefits
Annual
bonus
Salary
and fees
Taxable
benefits
Annual
bonus
Executive
Directors
Ben Wilkinson
18.6
33.3
150.0
3.1
25.0
(60.7)
4.0
7.0
114.6
23.3
44.6
36.2
20.6
38.6
24.8
Stuart Chapman
14.9
25.0
142.3
2.9
20.0
(60.7)
4.1
11.6
114.8
5.0
32.5
16.0
16.5
35.6
20.6
Andrew
Zimmermann
1
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
449.5
555.6
468.7
Martin Davis
15.0
125.0
142.7
3.1
25.0
(60.7)
3.9
(6.9)
114.4
(39.0)
(3.4)
(13.2)
N/A
N/A
N/A
Non-Executive
Directors
Laurence
Hollingworth
3
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
300.0
N/A
N/A
25
N/A
N/A
Grahame Cook
33.3
N/A
N/A
5.6
N/A
N/A
32.7
N/A
N/A
(30.2)
N/A
N/A
(17.3)
N/A
N/A
Sarah
Gentleman
4
N/A
N/A
N/A
79.5
N/A
N/A
0
N/A
N/A
8.6
N/A
N/A
15.3
N/A
N/A
Gervaise
Slowey
5
N/A
N/A
N/A
46.3
N/A
N/A
16.6
N/A
N/A
15.8
N/A
N/A
3.5
N/A
N/A
Lara
Naqushbandi
6
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
91.3
N/A
N/A
17.6
N/A
N/A
All employees
23.2
(44.2)
12.9
14.6
32.9
(4.2)
10.0
4.6
32.5
28.0
25.8
42.0
34.8
70.9
53
1
Appointed on 28 January 2025.
2
Karen Slatford resigned on 17 January 2023 and Grahame Cook was appointed Interim Chair. Laurence Hollingworth was appointed as Chairman with effect from 2 January 2024.
3
Appointed on 8 September 2021.
4
Appointed on 19 July 2021.
5
Appointed on 11 September 2023.
CEO pay ratio
As the Company has fewer than 250 employees it is not required to include a CEO pay ratio disclosure.
MOLTENVENTURES.COM
125
GOVERNANCE REPORT
Relative importance of spend on pay
The table below sets out the relative importance of the spend on pay in FY25 and FY26 compared with other disbursements. All figures provided
are taken from the relevant Company financial statements.
FY25
£m
FY26
£m
Percentage
change
Distributions to shareholders
0
0
0%
Overall spend on pay including Executive Directors
19.0
16.6
(12.6%)
Payments to past Directors (audited)
No payments were made to, or in respect of, former Directors in excess of the minimum threshold of £25,000 set for this purpose. No payments
were made to Directors for loss of office.
Service agreements and letters of appointment
Executive Directors’ service agreements and Non-Executive Directors’ letters of appointment are available for inspection at the Company’s
registered office during normal business hours and will be available for inspection at the Annual General Meeting. Each of the Executive Directors’
service agreements is for a rolling term and may be terminated by the Company or the Executive Director by giving six months’ notice. The
Remuneration Committee’s policy for setting notice periods is that a six-month period will apply for Executive Directors. The Remuneration
Committee may in exceptional circumstances arising on recruitment allow a longer period, which would in any event reduce to six months
following the first year of employment.
Name
Position
Date of
current service
agreement
Notice period
by Company
(months)
Notice period
by Director
(months)
Ben Wilkinson
CEO
29 October 2024
6
6
Stuart Chapman
Director
19 July 2021
6
6
Andrew Zimmermann
CFO
28 January 2025
6
6
The Non-Executive Directors of the Company do not have service contracts and are appointed by letters of appointment. Their terms are subject
to their re-election by the Company’s Shareholders at any AGM at which the Non-Executive Directors stand for re-election (in accordance with the
Company’s Articles of Association). The details of each Non-Executive Director’s current terms are set out below:
Name
Date of appointment
Commencement date of current term
Unexpired term as at 9 June 2026
Laurence Hollingworth
2 January 2024
2 January 2024
Continuation of appointment
is subject to re-election by
shareholders at each AGM.
Grahame Cook
15 June 2016
19 July 2021
Sarah Gentleman
8 September 2021
8 September 2021
Lara Naqushbandi
11 September 2023
11 September 2023
Gervaise Slowey
19 July 2021
19 July 2021
Statement of voting at general meetings
The following votes were cast in respect of the Directors’ Remuneration Policy and Directors’ Remuneration Report at the Company’s 2025 AGM:
Approval of the Directors’
Remuneration Policy
No. of votes
% of votes cast
For (including discretionary)
129,296,046
98.06%
Against
2,556,539
1.94%
Withheld
1,183,494
–
Approval of the Directors’
Remuneration Report
No. of votes
% of votes cast
For (including discretionary)
129,282,547
97.71
Against
3,035,361
2.29
Withheld
718,171
–
126
ANNUAL REPORT FY26
Directors’ Remuneration Report
continued
Remuneration Committee composition
and responsibilities
Composition
The UK Corporate Governance Code recommends that all members
of the Remuneration Committee be Non-Executive Directors,
independent in character and judgement and free from any
relationship or circumstance which may, could or would be likely
to, or appear to, affect their judgement. The composition of the
Committee has comprised only the independent Non-Executive
Directors for the year under review. In accordance with provision 32
of the UK Corporate Governance Code, Sarah Gentleman had served
as a member of the Remuneration Committee of Rathbones Group
plc for more than 12 months prior to her appointment as Chair of the
Committee.
Role and responsibilities
The Committee operates under Terms of Reference, which are reviewed
annually and approved by the Board. A copy of the Terms of Reference
are available on the Company’s website – investors.moltenventures.
com. The Remuneration Committee receives assistance from the
Chairman of the Board, CEO and Company Secretary (each of whom
attend meetings by invitation except when decisions relating to their
own remuneration are being discussed) and independent advisers. The
Remuneration Committee will normally meet at least three times per
year. Executive Director remuneration is communicated to employees
after financial year end, with performance against bonus and LTIP
targets explained as well as the targets for the year financial year ahead
being presented. The Committee receives insights from the broader
employee population from management and the DNED can update the
Committee on feedback received at any of the employee engagement
sessions held during the year.
Advisers
The Committee appointed Deloitte LLP following a competitive
tender process, to provide independent advice on Executive
remuneration matters with effect from 10 October 2022. Deloitte is
a founding member of the Remuneration Consultants Group and
voluntarily operates under the code of conduct in relation to Executive
remuneration consulting in the UK. The fees paid to Deloitte in relation
to advice provided to the Committee for FY26 were £171,216 on a time
and materials basis.
The Committee assesses the performance of its advisers, the
associated fees and the quality of advice provided annually, to
ensure that the advice is independent of any support provided to
management and monitors adviser independence, noting advice
received is predominantly based on objective data trends/facts. The
Committee is comfortable that the remuneration advisers do not have
any connections with the Group or any Director that may impair their
independence.
On behalf of the Board
Sarah Gentleman
Chair of the Remuneration Committee
9 June 2026
MOLTENVENTURES.COM
127
GOVERNANCE REPORT
The Directors present their report and audited consolidated financial statements for the year ended
31 March 2026. The Strategic Report on pages 6 to 79, the Corporate Governance Statement on pages 82
to 130 and this Directors’ Report have been drawn up and presented in accordance with, and in reliance
upon, applicable English company law and any liability of the Directors in connection with these reports
shall be subject to the limitations and restrictions provided by such law.
Additional information which is incorporated by reference into this
Directors’ Report, including information required in accordance with
the Companies Act 2006 and the Listing Rule 6.6.1R of the UK Financial
Conduct Authority’s Listing Rules, can be located as follows:
Disclosure
Location
Future business developments
Strategic Report – pages 10 to 50
Research and development
activities
We do not perform any research
and development activities
Greenhouse gas emissions
Sustainability – pages 61 to 62
Financial risk management
objectives and policies
(including hedging policy and
use of financial instruments)
Note 30 to the Financial
Statements – pages 175 to 177
Exposure to price risk, credit
risk, liquidity risk and cash
flow risk
Note 30 to the Financial
Statements – pages 175 to 177
Details of long-term incentive
schemes
Directors’ Remuneration Report
– pages 121 to 124
Statement of Directors’
responsibilities
Can be found on page 131
Directors’ interests
Details can be found on
page 123 of the Directors’
Remuneration Report
Directors
The Directors of the Company who held office during the year are:
•
Laurence Hollingworth (Chairman)
•
Sarah Gentleman (Senior Independent Director)
•
Grahame Cook (Independent Non-Executive Director)
•
Lara Naqushbandi (Independent Non-Executive Director)
•
Gervaise Slowey (Independent Non-Executive Director)
•
Ben Wilkinson (Chief Executive Officer)
•
Stuart Chapman (Executive Director)
•
Andrew Zimmermann (Chief Financial Officer)
The roles and biographies of the Directors in office as at the date of this
report are set out on pages 84 and 85. The appointment and replacement
of Directors is governed by the Company’s Articles of Association, the UK
Corporate Governance Code and the Companies Act 2006.
Regulation
The Company has three wholly owned subsidiaries which are
authorised and regulated by the UK Financial Conduct Authority:
(1) Esprit Capital Partners LLP (FRN: 451191) a full-scope AIFM and
investment manager of Molten Ventures plc; (2) Encore Ventures LLP
(FRN: 510101) a small authorised AIFM and investment manager of
the EIS Funds; and (3) Elderstreet Investments Limited (FRN: 148527) a
small authorised AIFM and manager to Molten Ventures VCT plc. Esprit
Capital Partners LLP does not employ any staff. Molten Ventures plc
employees provide services to the regulated entities named above via
services agreements.
Investment objective and
investment policy
The investment objective of the Group is to generate capital growth
for Molten Shareholders by the creation, funding, incubation and
development of high-growth technology businesses.
The Group intends to meet its investment objective by: (i) providing
early stage businesses with initial smaller rounds of seed and Series A
primary investments, co-investments and commitments to third party
seed funds; (ii) making larger Series B+ and later Series C+ primary
investments and co-investments for scaling technology companies;
and (iii) undertaking secondary transactions (including through the
acquisition of investment funds (private and/or public)).
The Group will seek exposure to early stage companies which
combine technology and service provision, are able to generate
strong margins through significant intellectual property or strong
barriers to entry, are scalable and require relatively modest investment.
The Molten Group will primarily seek exposure to developing
companies in, but not limited to, the following sectors of the digital
economy: consumer technology, enterprise technology, hardware &
deeptech, and digital health & wellness.
The Group’s main focus is on making investments in the UK and
Europe.
No investment will be made if its costs exceed 15 per cent. of the Gross
Portfolio Value at the time of investment. A further investment may be
made in an existing portfolio business provided the aggregate cost of
that investment and of all other unrealised investments in that portfolio
business does not exceed 15 per cent of the Gross Portfolio Value.
Dividends
The Group’s profit after tax for the year was £120.3 million (year ended
31 March 2025: loss of £1 million). The Directors’ current intention is to
reinvest any income received from investee companies as well as the
net proceeds of any realisations in the Group’s portfolio. Accordingly,
the Directors do not recommend the payment of a dividend in respect
of the financial year ended 31 March 2026.
128
ANNUAL REPORT FY26
Directors’ Report
Articles of Association
The rules governing the appointment and replacement of Directors can
be found in the Company’s Articles of Association (the “Articles”), which
may be amended by a special resolution of the Company’s Shareholders.
A copy of the Articles can be found on the Company’s website: investors.
moltenventures.com/investor-relations/plc/documents.
Directors’ indemnity provisions
As permitted by the Articles, the Directors have the benefit of an
indemnity, which is a qualifying third-party indemnity provision as
defined by Section 234 of the Companies Act 2006. The indemnity was
in force throughout the financial period and at the date of approval of
the financial statements.
The Company has purchased and maintained throughout the financial
period Directors’ and Officers’ liability insurance in respect of itself and
its Directors.
Compensation for loss of office
The Company does not have any agreements with any Executive
Director or employee that would provide compensation for loss of
office or employment resulting from a takeover except that provisions
of the Company share schemes may cause options and awards
outstanding under such schemes to vest on a takeover.
Political donations
The Company made no political donations during the year ended
31 March 2026.
Branches
The Company has a branch in the Republic of Ireland.
Share capital
At 31 March 2026, the Company’s issued share capital consisted of
189,046,450 (2025: 189,046,450) ordinary shares of £0.01 each. The
total number of Ordinary Shares in treasury was 14,921,377 and the total
number of voting rights in the Company was
174,125,073. Details of
the movements in issued share capital in the year are set out in Note 26
to the financial statements.
Ordinary Shareholders are entitled to receive notice of, and to attend
and speak at, any general meeting of the Company. On a show of
hands, every Shareholder present in person or by proxy (or being a
corporation represented by a duly authorised representative) shall
have one vote, and on a poll every Shareholder who is present in
person or by proxy shall have one vote for every share of which he
or she is the holder. The Notice of Annual General Meeting specifies
deadlines for exercising voting rights and appointing a proxy or
proxies.
The holders of ordinary shares are entitled to one vote per share at
meetings of the Company. There are no restrictions on the transfer of
shares. No Shareholder holds securities carrying any special rights or
control over the Company’s share capital.
The Directors are not aware of any agreements between holders of
the Company’s shares that may result in the restriction of the transfer
of securities or of voting rights. Shares held by the Company’s
Employee Benefit Trust rank pari passu with the shares in issue and
have no special rights, but voting rights and rights of acceptance of
any offer relating to the shares rest with the plan’s Trustees and are not
exercisable by employees.
Authority for the Company to issue
and make market purchases of
ordinary shares
At the Company’s AGM held on 8 July 2025, the Company was
generally and unconditionally authorised by its Shareholders to make
market purchases of up to a maximum of 18,170,428 of its ordinary
shares. The Company has repurchased 6,713,188 ordinary shares under
this authority, which is due to expire at the next AGM. Any shares
bought back have been held as treasury shares. The Company was
also granted authority to allot equity securities up to a nominal value of
£630,154.83 and to issue those shares for cash without offering those
shares to Shareholders in accordance with their statutory pre-emption
rights. In addition, a further aggregate nominal amount of £630,154.83
may be allotted in connection with an offer by way of a rights issue,
these powers will expire at the AGM to be held on 22 July 2026 and
renewal of the authorities will be sought at that AGM.
Change of control – significant
agreements
There are no significant agreements to which the Group is a party that
take effect, alter or terminate upon a change of control of the Group.
MOLTENVENTURES.COM
129
GOVERNANCE REPORT
Substantial shareholdings
Information provided to the Company by substantial shareholders pursuant to the FCA’s Disclosure Guidance and Transparency Rules (DTR)
is published via a Regulatory Information Service and are available on the Company’s website. The table below shows the interests in shares
(whether directly or indirectly held) disclosed to the Company in accordance with DTR 5.
At 31 March 2026
At 5 June 2026
Name of Shareholder
Number of
ordinary shares
of 1 pence each
held
Percentage of
total voting
rights held¹
Number of
ordinary shares
of 1 pence each
held
Percentage of
total voting
rights held¹
Saba Capital Management, L.P.
2
17,604,799
10.09
18,957,414
10.89
BlackRock, Inc.
16,353,538
9.21
–
–
National Treasury Management Agency, as controller and manager of the
Ireland Strategic Investment Fund (“ISIF”)
14,004,502
8.00
–
–
Bank of America Corporation
3
12,180,796
6.99
20,942,658
12.04
Schroders plc
8,927,199
5.83
–
–
Baillie Gifford
8,869,143
4.99
–
–
Border to Coast Pensions Partnership Ltd
8,707,378
4.99
–
–
Liontrust Investment Partners LLP
9,278,704
4.98
–
–
Canaccord Genuity Group Inc
7,615,956
4.98
–
–
1
The percentages are as stated by the Company making the disclosure and have not been updated to reflect the Company’s ongoing buyback programme.
2
This interest is held predominantly by way of a cash-settled total return swap and does not represent a direct holding of equity shares. Saba Capital Management, L.P. holds
voting rights over 256,342 shares (0.15%).
3
This interest is held predominantly by way of cash-settled equity swaps and securities lending arrangements and does not represent a direct holding of equity shares. Bank of
America Corporation holds voting rights over 102,367 shares (0.06%).
Going concern
The Directors confirm that they have a reasonable expectation that
the Group will have adequate resources to continue in operational
existence for at least the next 12 months from the date of the approval
of the financial statements and accordingly they continue to adopt the
going concern basis in preparing the financial statements. A statement
in compliance with provision 31 of the Code can be found on page 79.
External Auditors
As far as the Directors are aware, there is no relevant audit information
of which the Group’s Auditors are unaware, and each Director has taken
all reasonable steps that he or she ought to have taken as a Director in
order to make himself or herself aware of any relevant audit information
to establish that the Group’s Auditors are aware of that information.
PwC has indicated its willingness to continue in office as Auditors and
a resolution to re-appoint them will be proposed at the forthcoming
Annual General Meeting.
Post balance sheet events
Details of post balance sheet events can be found in Note 35 of the
financial statements on page 181.
Annual General Meeting
The next AGM of the Company will be held at 10:00 on 22 July 2026
at 4 More London Riverside, London, SE1 2AU. The notice convening
the meeting, together with details of the business to be considered
and explanatory notes for each resolution, will be published separately
and will be available on the Company’s website and distributed to
Shareholders who have elected to receive hard copies of Shareholder
information.
By order of the Directors
Gareth Faith
Company Secretary
9 June 2026
130
ANNUAL REPORT FY26
Directors’ Report
continued
The Directors are responsible for preparing the Annual Report and the financial statements in accordance
with applicable law and regulation.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors have prepared
the group financial statements in accordance with UK-adopted
international accounting standards and the company financial
statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 “Reduced Disclosure Framework”, and
applicable law).
Under company law, 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 Group and Company and of the profit
or loss of the Group and Company for that period. In preparing the
financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
•
state whether applicable UK-adopted international accounting
standards have been followed for the group financial statements
and United Kingdom Accounting Standards, comprising FRS 101
have been followed for the company financial statements, subject
to any material departures disclosed and explained in the financial
statements;
•
make judgements and accounting estimates that are reasonable
and prudent; and
•
prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the group and company will
continue in business.
The Directors are responsible for safeguarding the assets of the
group and company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting
records that are sufficient to show and explain the group’s and
company’s transactions and disclose with reasonable accuracy at any
time the financial position of the group and company and enable them
to ensure that the financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the
Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider 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
Group’s and Company’s position and performance, business model
and strategy.
Each of the Directors, whose names and functions are listed in Board of
Directors section on pages 84 and 85 confirm that, to the best of their
knowledge:
•
the Group financial statements, which have been prepared in
accordance with UK-adopted international accounting standards
give a true and fair view of the assets, liabilities, financial position
and loss of the Group;
•
the Company financial statements, which have been prepared
in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets,
liabilities, financial position of the Company; and
•
the Strategic Report includes a fair review of the development and
performance of the business and the position of the Group and
Company, together with a description of the principal risks and
uncertainties that it faces.
By order of the Board
Andrew Zimmermann
Chief Financial Officer
9 June 2026
MOLTENVENTURES.COM
131
GOVERNANCE REPORT
Statement of Directors’ responsibilities
in respect of the financial statements
132
ANNUAL REPORT FY26
Contents
Financial Report
134
Independent Auditors’ Report
141
Consolidated statement
of comprehensive income
142
Consolidated statement of financial position
143
Consolidated statement of cash flows
144
Consolidated statement of changes in equity
145
Notes to the consolidated financial statements
182
Company statement of financial position
183
Company statement of changes in equity
184
Notes to the Company financial statements
191
Board, management and administration
192
Glossary
Financials
Attendees at Molten Corporate Innovation Event.
MOLTENVENTURES.COM
133
Report on the audit of the financial statements
Opinion
In our opinion:
•
Molten Ventures plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of
the state of the Group’s and of the Company’s affairs as at 31 March 2026 and of the Group’s profit and the Group’s cash flows for the year
then ended;
•
the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in
accordance with the provisions of the Companies Act 2006;
•
the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise:
•
the Consolidated and Company statements of financial position as at 31 March 2026;
•
the Consolidated statement of comprehensive income for the year then ended;
•
the Consolidated statement of cash flows for the year then ended;
•
the Consolidated and Company statements of changes in equity for the year then ended; and
•
the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit, Risk and Valuations Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under
ISAs (UK) are further described in the Auditors’ 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.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements
in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
During the period, we identified that we had provided tax compliance services to Connect Ventures One LP (an investment of the Group, with a
majority holding acquired in September 2024) for £23,615 which are prohibited under paragraph 5.40 of the FRC Revised Ethical Standard 2024
and 2019. Upon identifying the inadvertent breach, we immediately ceased providing those prohibited services. We confirm that, based on our
assessment of the breach, nature and scope of the service and the subsequent action taken, the provision of this service has not, in our opinion,
adversely affected our professional judgement in connection with the audit report.
Other than the matter referred to above, to the best of our knowledge and belief, we declare that no non-audit services prohibited by the FRC’s
Revised Ethical Standard 2024 and 2019 or Article 5(1) of Regulation (EU) No 537/2014 were provided to the group or the parent company.
Our audit approach
Overview
Audit scope
•
The scope of our audit and the nature, timing and extent of audit procedures performed were determined by our risk assessment, the
significance of components due to risk or size and other qualitative factors (including history of misstatement through fraud and error). We
performed audit procedures over components considered to be significant due to risk or size in the context of the Group (full scope audit).
Key audit matters
•
Valuation of financial assets held at fair value through profit or loss (Group and Company).
Materiality
•
Overall Group materiality: £26.4m (2025: £24.7m) based on 2% of net assets.
•
Overall Company materiality: £25.1m (2025: £23.5m) based on 2% of net assets of the Company constrained by the allocation of overall Group
materiality.
•
Performance materiality: £19.9m (2025: £18.5m) (Group) and £18.9m (2025: £17.6m) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
134
ANNUAL REPORT FY26
Independent Auditors’ report
to the members of Molten Ventures plc
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the
auditors, 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, and any comments we make on the results of our procedures thereon, 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.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Valuation of financial assets held at fair
value through profit or loss (Group and
Company)
Refer to Audit, Risk and Valuations
Committee Report, Note 4 (Material
accounting policy information), Note
5 (Critical accounting estimates and
judgements), Note 16 (Financial assets
held at fair value through profit and
loss), Note 29 (Fair value measurements).
The fair value of unquoted financial
assets (“portfolio company(s)” or
“investment(s)”) is an area of focus due
to the fact that unquoted investments
do not have readily determinable
prices and involve a number of
estimates and unobservable inputs.
As detailed in Note 30 (Financial
instruments risk) to the financial
statements the level of estimation
uncertainty can produce a valuation
range. The fair value of investments
is established in accordance with
UK-adopted international accounting
standards and with reference to
the International Private Equity and
Venture Capital Valuation Guidelines
issued by the International Private
Equity and Venture Capital Valuation
Board
(‘IPEV Guidelines’). The
valuation methodologies primarily
used by the Group are the ‘calibrated
price of recent investment’, ‘market
comparables’ and ‘NAV of underlying
fund’ approaches as detailed in Note
5 and 29 to the financial statements.
Whilst the underlying investments
are held within Molten funds or
other investment entities such as
Molten Ventures (Ireland) Limited,
management looks through these
vehicles to fair value the underlying
investments.
We understood and evaluated the valuation methodologies applied, by reference to industry
practice, guidelines and applicable accounting standards, and tested the techniques used by
management in determining the fair value of the investments.
For a sample of investments valued on ‘calibrated price of recent investment’ and ‘market
comparables’ valuation methodologies, we performed the following, where applicable:
•
Held discussions with management to understand the performance of the portfolio company,
and the key drivers of the valuation;
•
Discussed with management and challenged the methodology, key judgements and assumptions
adopted in the valuations, understanding whether alternatives had been considered and
evaluated before determining the final valuation;
•
Agreed recent transaction prices to supporting documentation such as purchase agreements,
funding drawdown requests or bank statements;
•
Reviewed management’s calibration analysis to evaluate post transaction performance against
relevant milestones and comparable public companies;
•
Obtained management information, board reports and external market data to validate
management’s calibration analysis and adjustments made, if any, to the recent transaction price
and challenged assumptions made, where appropriate;
•
Reviewed the comparable companies, and evaluated the range of comparable companies used
in the valuation and understood the rationale and consistency of discounts or premiums applied;
•
Verified market comparable revenue multiples to independent sources;
•
Performed back testing over portfolio company management accounts, comparing prior
reported results to audited accounts and/or forecasts to actual results to assess portfolio company
ability to appropriately report and forecast results;
•
Agreed inputs into the valuation model to financial information and board papers from the
portfolio companies and publicly available information and understood the basis for forecast
revenue figures used; and
•
Confirmed the capital structure with the portfolio company and reviewed the allocation of
value between the capital structure to ensure the amount attributable to the Group entities was
appropriate.
For a selection of investments where the Group invested capital into a separately managed fund (a
‘Fund’), and valuation is based on ‘NAV of underlying fund’ we:
•
Performed back testing by comparing the most recent audited financial statements to that
period's corresponding quarterly report to assess fund managers’ ability to accurately report the
net asset value of the Fund;
•
Confirmed the commitments and capital drawn down with the Fund;
•
Reviewed the latest investor reports of the Fund and agreed the net assets of the fund and
reperformed the valuation calculation for accuracy; and
•
Assessed the appropriateness of any adjustments necessary from the latest reported net asset
value to fair value.
We considered the appropriateness and adequacy of the disclosures around the estimation
uncertainty and sensitivities on the accounting estimates.
Based on the work performed and the evidence obtained, we consider the valuations to be
reasonable.
MOLTENVENTURES.COM
135
FINANCIALS
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a
whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they
operate.
We have performed a top-down scoping approach to assess group scoping, taking into consideration the Molten standalone company including
investment entities held at fair value, its consolidated subsidiaries, and the consolidation adjustments. As a result, Molten Ventures plc and the
consolidation adjustments are the main significant components within the Group due to their size. We have extended our scope to include three
additional components, namely, Esprit Capital Partners LLP, Encore Ventures LLP and Elderstreet Investments Limited based on our risk assessment.
The impact of climate risk on our audit
In planning our audit, we made enquiries with management to understand the extent of the potential impact of climate change risk on the
Group’s and Company’s financial statements. Management concluded that there was no material impact on the financial statements. Our
evaluation of this conclusion included challenging key judgements and estimates in areas where we considered that there was greatest potential
for climate change impact such as the valuation of unquoted investments. We found management’s assessment to be consistent with our
understanding of the investment portfolio. We also considered the consistency of the climate change disclosures included in the Strategic Report
with the financial statements and our knowledge from our audit.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together
with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements - Group
Financial statements - Company
Overall materiality
£26.4m (2025: £24.7m).
£25.1m (2025: £23.5m).
How we
determined it
2% of net assets
2% of net assets of the Company constrained by the
allocation of overall Group materiality
Rationale for
benchmark applied
Net assets is the primary measure used by the
shareholders in assessing the performance of the Group,
and is a generally accepted auditing benchmark for
a business such as the Group, which invests in other
businesses for capital appreciation.
Net assets is the primary measure used by the
shareholders in assessing the performance of the
Company, and is a generally accepted auditing
benchmark for a business such as the Company, which
invests in other businesses for capital appreciation.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of
materiality allocated across components was between £0.03m and £25.1m. Certain components were audited to a local statutory audit materiality
that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and
extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 75% (2025: 75%) of overall materiality, amounting to £19.9m (2025: £18.5m) for the Group financial statements and £18.9m (2025:
£17.6m) for the Company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation
risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit, Risk and Valuations Committee that we would report to them misstatements identified during our audit above £1.3m
(Group audit) (2025: £1.2m) and £1.3m (Company audit) (2025: £1.2m) as well as misstatements below those amounts that, in our view, warranted
reporting for qualitative reasons.
136
ANNUAL REPORT FY26
Independent Auditors’ report
to the members of Molten Ventures plc
continued
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group's and the Company’s ability to continue to adopt the going concern basis of accounting
included:
•
Obtained the Directors’ going concern assessment, attended the Audit, Risk and Valuations Committee meeting where the assessment was
discussed and corroborated key assumptions to underlying documentation, ensuring this was consistent with our audit work in these areas;
•
Assessed the appropriateness of the key assumptions used both in the base case and in the severe but plausible downside scenario, including
assessing whether we considered the downside sensitivities to be appropriately severe;
•
Tested the cash flows and the integrity of the underlying formulae and calculations within the going concern base case and severe but
plausible downside case cash flow models;
•
Considered the appropriateness of the mitigating actions available to management in the event of the downside scenario materialising.
Specifically, we focused on whether these actions are within the Directors’ control and are achievable;
•
Evaluated access to credit facilities through review of the facility agreements; and
•
Reviewed the disclosures provided relating to the going concern basis of preparation and found that these provided an explanation of the
Directors’ assessment that was consistent with the evidence we obtained.
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 Group's and 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 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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the Company's
ability to continue as a going concern.
In relation to the directors’ reporting on how they have 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..
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon.
The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to
be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to
conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006
have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as
described below.
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 Directors’ Report for the
year ended 31 March 2026 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic report and 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.
MOLTENVENTURES.COM
137
FINANCIALS
Corporate governance statement
The Listing Rules require us to review the directors’ statements 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.
Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance
statement, included within the Governance Report is materially consistent with the financial statements and our knowledge obtained during the
audit, and we have nothing material to add or draw attention to in relation to:
•
The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
•
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an
explanation of how these are being managed or mitigated;
•
The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability to continue to do so
over a period of at least twelve months from the date of approval of the financial statements;
•
The directors’ explanation as to their assessment of the Group's and Company’s prospects, the period this assessment covers and why the
period is appropriate; and
•
The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its
liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications
or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group and Company was substantially less in scope than an
audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement
is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with
the financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course of
the audit.
In addition, 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 and our knowledge obtained during the audit:
•
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the Group’s and Company's position, performance, business model and strategy;
•
The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
•
The section of the Annual Report describing the work of the Audit, Risk and Valuations Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Company’s compliance with the
Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the directors are responsible for the
preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The
directors are also responsible for such internal control as they 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 Group’s and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ 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 auditors’ 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.
138
ANNUAL REPORT FY26
Independent Auditors’ report
to the members of Molten Ventures plc
continued
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.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related
to UK regulatory principles, such as those governed by the Financial Conduct Authority, and we considered the extent to which non-compliance
might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial
statements such as Companies Act 2006 and relevant UK and other tax legislation. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related
to the posting of inappropriate journal entries and the potential for intentional bias in accounting estimates in the financial statements such as the
valuation of unquoted financial assets held at fair value through profit or loss. Audit procedures performed by the engagement team included:
•
Challenging assumptions and judgements made by management in their significant areas of estimation such as procedures relating to the
valuation of unquoted investments described in the related key audit matter;
•
Reviewing correspondence with the Financial Conduct Authority in relation to compliance with laws and regulations;
•
Enquiring with management as to any actual or suspected instances of fraud or non compliance with laws and regulations;
•
Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
•
Identifying and testing journal entries with unusual characteristics such as unexpected account combinations; and
•
Reviewing relevant meeting minutes, including those of the Board of Directors, for additional matters relevant to the audit.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with
laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target
particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent
in writing.
MOLTENVENTURES.COM
139
FINANCIALS
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not obtained all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches
not visited by us; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting
records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Company for the financial year ended 31 March 2019. Our uninterrupted engagement covers eight financial years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements
in an annual financial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage
Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual
financial report has been prepared in accordance with those requirements.
Robert Hawkins (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
9 June 2026
140
ANNUAL REPORT FY26
Independent Auditors’ report
to the members of Molten Ventures plc
continued
Notes
Year ended
Year ended
31 March 2026
31 March 2025
£m
£m
Movements on investments held at fair value through profit or loss
6
Fee income
7
Total investment gain
Operating expenses
General administrative expenses
8
(24.5 )
(28.4 )
Depreciation and amortisation
15, 18
(0.5 )
(0.3 )
Share-based payments – resulting from Company share option scheme
14
(2.6 )
(4.9 )
Total operating expenses
(27.6 )
(33.6 )
Gain from operations
Finance income
11
Finance expense
11
(12.2 )
(12.7 )
Profit before tax
Tax expense
12
(1.3 )
(1.0 )
Profit/(loss) for the year
(0.8 )
Other comprehensive income
Total comprehensive profit/(loss) for the year
(0.8 )
Profit/(loss) per share attributable to owners of the parent:
Basic profit/(loss) per weighted average share
13
(0 p)
Diluted profit/(loss) per weighted average share
13
(0 p)
The consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of comprehensive income
For the year ended 31 March 2026
MOLTENVENTURES.COM
141
FINANCIALS
Notes
Year ended
Year ended
31 March 2026
31 March 2025
£m
£m
Non-current assets
Intangible assets
15
Financial assets held at fair value through profit or loss
16
Property, plant and equipment
18
Total non-current assets
Current assets
Trade and other receivables
21
Cash and cash equivalents
20
Total current assets
Current liabilities
Trade and other payables
22
(13.2 )
(13.1 )
Financial liabilities
23
(10.4 )
(0.3 )
Total current liabilities
(23.6 )
(13.4 )
Non-current liabilities
Deferred tax
24
(13.0 )
(12.7 )
Provisions
(0.1 )
(0.1 )
Financial liabilities
23
(120.5 )
(121.0 )
Total non-current liabilities
(133.6 )
(133.8 )
Net assets
Equity
Share capital
25
Share premium account
25
Own shares reserve
26(i)
(62.7 )
(27.8 )
Other reserves
26(ii)
Retained earnings
Total equity
Net assets per share (pence)
13
The consolidated financial statements on pages 141 to 181 were approved by the Board of Directors on 9 June 2026 and signed on its behalf by:
Andrew Zimmermann
Chief Financial Officer
Molten Ventures plc registered number 09799594
Consolidated statement of financial position
As at 31 March 2026
142
ANNUAL REPORT FY26
Notes
Year ended
Year ended
31 March 2026
31 March 2025
£m
£m
Cash flows from operating activities
Profit/(Loss) after tax
(0.8 )
Adjustments to reconcile profit/(loss) to net cash outflow in operating activities
27
(130.2 )
(2.9 )
Purchase of investments
16
(79.5 )
(72.6 )
Proceeds from disposals of investments
16
Net loans made to underlying investment vehicles and Group companies
16
(21.8 )
(27.1 )
Interest received
11
Net cash inflow from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
18
(0.2 )
(0.4 )
Net cash outflow from investing activities
(0.2 )
(0.4 )
Cash flows from financing activities
Loan proceeds
23
Fees paid on issuance of loan
23(i)
(0.9 )
Interest paid
11
(12.2 )
(11.3 )
Disposal or transfer of shares by the Trust
26(i)
Acquisition of own shares
26(i)
(38.0 )
(19.0 )
Cost of acquisition of own shares
(0.1 )
(0.2 )
Repayments of leasing liabilities
23
(0.4 )
(0.3 )
Net cash outflow from financing activities
(47.6 )
(1.7 )
Net (decrease)/increase in cash and cash equivalents
(37.3 )
Cash and cash equivalents at beginning of year
20
Exchange differences on cash and cash equivalents
11
Cash and cash equivalents at end of year
Total cash and cash equivalents and restricted cash at year end
20
The consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of cash flows
For the year ended 31 March 2026
MOLTENVENTURES.COM
143
FINANCIALS
Year ended 31 March 2026
£m
Note
Share
capital
Share
premium
Own shares
reserve
Other
reserves
Retained
earnings
Total
equity
Brought forward as at 1 April 2025
(27.8 )
Comprehensive income for
the year
Income for the year
Total comprehensive income for
the year
Contributions by and
distributions to the owners:
Share based payment expenses
14, 26
Options granted and awards
exercised
26
(1.7 )
Options lapsed and expired
26
(3.2 )
Disposal or transfer of shares by
the Trust
26
Acquisition of treasury shares
26
(38.0 )
(38.0 )
Total contributions by and
distributions to the owners
(34.9 )
(2.3 )
(32.3 )
Balance as at 31 March 2026
(62.7 )
Year ended 31 March 2025
£m
Note
Share
capital
Share
premium
Own shares
reserve
Other
reserves
Retained
earnings
Total
equity
Brought forward as at 1 April 2024
(8.8 )
Comprehensive expense
for the year
Loss for the year
(0.8 )
(0.8 )
Total comprehensive expense
for the year
(0.8 )
(0.8 )
Contributions by and
distributions to the owners:
Options granted and awards
exercised
14, 26
Acquisition of treasury shares
26
(19.0 )
(19.0 )
Total contributions by and
distributions to the owners
(19.0 )
(14.1 )
Balance as at 31 March 2025
(27.8 )
The consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of changes in equity
For the year ended 31 March 2026
144
ANNUAL REPORT FY26
FINANCIALS
Notes to the consolidated financial statements
MOLTENVENTURES.COM
145
Name of the Company
LEI code of the Company
213800IPCR3SAYJWSW10
Domicile of Company
Legal form of the Company
Country of incorporation
United Kingdom
Address of Company’s registered office
Principal place of business
Description of nature of entity’s operations and principal activities
Name of parent entity
Name of ultimate parent of Group
Period covered by financial statements
1 April 2025 – 31 March 2026
Molten Ventures plc (the “Company”) is a public limited company incorporated and domiciled in England and Wales .
The Company is the ultimate parent company in which the results of all subsidiaries are consolidated in line with IFRS 10 (see Note 4(b) for further
details). The consolidated financial statements for the year ended 31 March 2026 and for the comparative year ended 31 March 2025 comprise the
consolidated financial statements of the Company and its subsidiaries (together, the “Group”).
The consolidated financial statements are presented in Pounds Sterling (GBP/£), which is the currency of the primary economic environment in
Going concern
The Group’s primary sources of liquidity are the cash flows it generates from its operations, realisations of its investments and borrowings. The
primary use of this liquidity is to fund the Group’s operations (including the purchase of investments). Responsibility for liquidity risk management
rests with the Board, which has established a framework for the management of the Group’s funding and liquidity management requirements.
The Group manages liquidity risk by maintaining adequate reserves and with ongoing monitoring of forecast and actual cash flows. The Group
has undertaken a going concern assessment and the latest assessment showed sufficient headroom for liquidity for at least the next 12 months
from the date of signing of these financial statements.
The assessment of going concern considered both the Group’s current performance and future outlook, including:
•
An assessment of the Group’s liquidity and solvency position using a number of severe but plausible downside case to assess the potential
impact on the Group’s operations and portfolio companies. This downside scenario include (i) unpredictability of exit timing, being only
contractually committed realisations throughout the Going Concern period; (ii) portfolio company valuations subject to change, being a 25%
decrease in GPV to assess the impact on covenant compliance; and (iii) the impact of an additional 2% increase in interest rates to take SONIA
to 7.2%. The Group manages and monitors liquidity regularly and continually assesses investments, commitments, realisations, operating
expenses, and receipt of portfolio cash income including under stress scenarios ensuring liquidity is adequate and sufficient. As at the date
of signing, the Directors believe the Group has sufficient cash resources and liquidity, and is well placed to manage the business risks in the
current economic environment with the ability to utilise the Debt Facility as required.
•
The Group must comply with financial and non-financial covenants as part of its Debt Facility agreement (see Note 23(i) for further details). In
order to assess forecast covenant compliance, management have performed an assessment to identify the level at which covenants would
be breached. This is based on the current portfolio and assuming no intervention to manage a breach. For a breach to occur under these
circumstances, a 33% decrease in gross asset value would need to occur which would trigger debt repayment. The Directors do not consider
this to be plausible based on the performance in the year and the current outlook. Management action would be taken in advance of such a
significant decrease to the gross asset value such as the sale of investments in the secondaries market to repay the Debt Facility.
After making enquiries and following challenge and review, the Directors have a reasonable expectation that the Group has adequate resources
to continue in operational existence for 12 months from the date of approval of these financial statements. For this reason, they continue to adopt
the going concern basis in preparing the financial statements.
For further information, please refer to the Audit, Risk and Valuations Committee Report on pages 99 to 102 and the Directors’ Report on
pages 127 to 130.
Principal risks
The Group has reviewed its exposure to its principal risks and concluded that these did not have a significant impact on the financial performance
and/or position of the Group for the year and as at 31 March 2026, respectively. For further details on the Group’s principal risks, as well as its risk
Notes to the consolidated financial statements
continued
146
ANNUAL REPORT FY26
i. Adoption of new and revised standards
No changes to IFRS have impacted this year’s financial statements.
ii. Impact of standards issued not yet applied
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial
statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they
become effective.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for
presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income
and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued
operations, whereof the first three are new.
It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new
requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS)
and the notes.
In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for
determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality
around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.
IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after 1 January 2027, but earlier application
is permitted and must be disclosed. IFRS 18 will apply retrospectively.
The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial
statements.
Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
In May 2024, the Board issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7),
which clarifies that a financial liability is derecognised when the related obligation is discharged, cancelled, expires or the liability otherwise
qualifies for derecognition (the ‘settlement date’). It also allows for the option to derecognise financial liabilities that are settled through an
electronic payment system before settlement date if certain conditions are met. It also clarifies how to assess contractual cash flow characteristics
of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features, and the treatment
of non-recourse assets and contractually linked instruments.
Additional disclosures in IFRS 7 will also be required for financial assets and liabilities with contractual terms that reference a contingent event
(including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income The publication of the
amendments concludes the classification and measurement phase of the lASB’s post implementation review (PIR) of IFRS 9 Financial Instruments.
The amendments are effective for annual reporting periods beginning on or after 1 January 2026, with early adoption allowed for amendments
that relate to the classification of financial assets and the related disclosures. The rest of the amendments may be applied at a later date. The new
requirements will be applied retrospectively with an adjustment to opening retained earnings.
The consolidated financial statements have been prepared under the historical cost convention as modified for the revaluation of certain financial
assets and financial liabilities held at fair value. A summary of the Group’s principal accounting policies, which have been applied consistently
across the Group, is set out below. The consolidated financial statements have been approved for issue by the Board of Directors on 9 June 2026.
The financial reporting framework that has been applied in the preparation of the Company’s financial statements (beginning on page 182) is
Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial statements have been prepared under the historical
cost convention, as modified by the revaluation of certain financial assets and financial liabilities measured at fair value through profit or loss, and
in accordance with the Companies Act 2006. The Company has taken advantage of disclosure exemptions available under FRS 101 as explained
further in Note 1 of the Company’s financial statements. The financial statements are prepared on a going concern basis as disclosed in the Audit,
Risk and Valuations Committee Report (pages 99 to 102), in the Directors’ Report (pages 127 to 130) and in Note 2.
In preparing the financial statements we have considered the impact of climate change, particularly in the context of the disclosures included
in the Strategic Report this year. There has not been a material impact on the financial reporting judgements and estimates arising from our
considerations. Specifically, we note the following:
•
We measure our full carbon footprint and have offset Scope 1 and Scope 2 and select Scope 3 emissions for the financial year (see more details
on page 61 of the Annual Report).
FINANCIALS
MOLTENVENTURES.COM
147
•
We continue to engage sustainability consulting partners to support us with respect to our sustainability roadmap including our Climate
Strategy, GHG verification and TCFD analysis.
•
As stated in Note 29, based on work performed so far, management have considered climate-related risks and consider these to be currently
immaterial to the value of our portfolio for FY26 (FY25: immaterial).
The consolidated financial statements comprise the Company (Molten Ventures plc, 20 Garrick Street, London, England WC2E 9BT) and the results,
cash flows and changes in equity of the following subsidiary undertakings as well as the Molten Ventures Employee Benefit Trust:
Name of undertaking |
Nature of business |
Country of incorporation |
% ownership |
AIFM to the Company and Irish co-investment limited |
England and Wales |
100% |
|
Esprit Capital Partners LLP^ |
partnership |
||
Elderstreet Holdings Limited^ |
Intermediate holding company |
England and Wales |
100% |
Elderstreet Investments Limited^ |
AIFM to Molten Ventures VCT plc and Molten SP I LLP |
England and Wales |
100% |
Grow Trustees Limited^ |
Trustee of the Group’s employment benefit trust |
England and Wales |
100% |
Molten Ventures Advisors Limited^ |
Dormant |
England and Wales |
100% |
Molten Ventures (Nominee) Limited^ |
Dormant |
England and Wales |
100% |
Encore Ventures LLP^ |
AIFM to the Encore Funds |
England and Wales |
100% |
Esprit Capital I (GP) Limited^¹ |
General Partner and co-invest vehicle |
England and Wales |
100% |
Esprit Capital I General Partner^¹ |
General Partner |
England and Wales |
100% |
Esprit Capital III Founder GP Limited* |
General Partner |
Scotland |
100% |
Esprit Capital III GP LP* |
General Partner |
Scotland |
100% |
Encore I Founder GP Limited † ¹ |
General Partner |
Cayman Islands |
100% |
Encore I GP Limited † ¹ |
Intermediate holding company |
Cayman Islands |
100% |
Esprit Capital Holdings Limited^ |
Dormant |
England and Wales |
100% |
Esprit Nominees Limited^ |
Nominee company |
England and Wales |
100% |
Esprit Capital I (CIP) Limited^¹ |
Dormant |
England and Wales |
100% |
Esprit Capital III MLP LLP^ |
Intermediate holding company |
England and Wales |
100% |
Esprit Capital III GP Limited^¹ |
General Partner (dormant) |
England and Wales |
100% |
Molten East Fund I GP S.a.r.l (formally |
|||
Molten Ventures Growth Fund I GP S.a.r.l) |
General Partner (dormant) |
Luxembourg |
100% |
Molten East SP GP LLP (formally |
|||
Molten Ventures Growth SP GP LLP) |
General Partner (dormant) |
England and Wales |
100% |
Molten Ventures FoF I GP LLP^ |
General Partner |
England and Wales |
100% |
Molten Ventures Investments GP LLP^ |
General Partner |
England and Wales |
100% |
Molten Ventures Ireland (GP) LLP^ |
General Partner |
England and Wales |
100% |
Forward Partners Group Limited^ |
Intermediate holding company |
England and Wales |
100% |
Forward Partners Management Company |
Intermediate holding company |
England and Wales |
100% |
| Limited^ |
|||
Forward Partners Venture Advance Ltd^ |
Revenue-based financing |
England and Wales |
100% |
Forward Partners General Partner Limited^ |
General Partner |
England and Wales |
100% |
Forward Partners Carried Interest General |
General Partner |
Scotland |
100% |
| Partner Limited* |
|||
FPGP Nominees Limited^ |
Dormant |
England and Wales |
100% |
1
Esprit Capital I (GP) Limited, Esprit Capital I General Partner, Encore I Founder GP Limited, Encore I GP Limited, Esprit Capital I (CIP) Limited, and Esprit Capital III GP Limited have
Registered addresses
^
20 Garrick Street, London, England, WC2E 9BT
*
50 Lothian Road, Festival Square, Edinburgh, Scotland, EH3 9WJ
† c/o Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Subsidiaries are entities controlled by the Group. Control, as defined by IFRS 10, is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries are fully
consolidated from the date on which the Group effectively obtains control. They are deconsolidated from the date that control ceases. Control is
reassessed whenever circumstances indicate that there may be a change in any of these elements of control.
All transactions and balances between Group subsidiaries are eliminated on consolidation, including unrealised gains and losses on transactions
between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested
for impairment from a Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to
ensure consistency with consolidated accounting policies adopted by the Group. Profit or loss and other comprehensive income of subsidiaries
Notes to the consolidated financial statements
continued
continued
4. Material accounting policy information
148
ANNUAL REPORT FY26
acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as
applicable. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling
Employee Benefit Trust
On 27 November 2020, Molten Ventures Employee Benefit Trust (the “Trust”) was set up to operate as part of the Molten Ventures employee
share option schemes. The substance of the relationship is considered to be one of control by the Group and, therefore, the Trust is consolidated,
and all assets and liabilities are consolidated into the Group. Grow Trustees Limited was appointed trustee of the Trust and the substance of this
relationship is also considered to be one of control by the Group and, as such, Grow Trustees Limited is consolidated.
In accordance with the provisions of IFRS 10, Molten Ventures plc considers itself to be an investment entity. As a result of its listed status, it
obtains funds from its Shareholders to acquire equity interests in multiple high-growth technology businesses (indirectly) with the purpose of
capital appreciation over the life of the investments. These investments are made on behalf of investors in Molten Ventures plc across a number
of deployment strategies – see page 21. Exit strategies for the portfolio vary depending on each investment, with realisations occurring typically
five to ten years after the investment is made. Exit strategies for each of the portfolio companies are documented and discussed as part of regular
portfolio reviews. The Group reviews exit opportunities regularly and each member of the Deal Team is responsible for an exit thesis for the
investee companies they are responsible for prior to any investment being made. An exit thesis is set out in the original investment papers and
it is reiterated or amended thereafter, as appropriate, in the Group’s regular quarterly reports. Exit strategies for successful investments include
the sale of the investment via private placement or in a public market, IPO, trade sale of a company, and distributions to investors from funds
invested into. All exits are approved by a sub-committee of the Investment Committee, following a similar approval process to any approval of
a new investment, requiring a majority vote. Although Molten Ventures plc holds these investments indirectly, it has been deemed appropriate
to directly consider the investment strategies for the portfolio as the intermediary investment vehicles discussed below were formed to hold
investments on behalf of Molten Ventures plc. Molten Ventures plc evaluates its investments on a fair value basis and reports this financial
information to its Shareholders.
The Directors have also satisfied themselves that Molten Ventures plc’s wholly owned subsidiaries, as well as certain partnerships listed below,
meet the characteristics of an investment entity. Although they have one or two investors, in substance these partnerships and companies are
investing funds on behalf of the Shareholders of Molten Ventures plc. They have obtained funds for the purpose of acquiring equity interests
in high-growth technology businesses with the purpose of capital appreciation over the life of the investments for the benefit of Shareholders
of Molten Ventures plc and this has been communicated directly to the Shareholders. Exit strategies for investments (directly or indirectly)
are previously discussed. The Group evaluates its portfolio on a fair value basis and this financial information is communicated directly to the
Molten Ventures plc Shareholders. In line with the IFRS 10 consolidation exemption, entities meeting the definition of investment entity do not
consolidate certain subsidiaries and instead measure those investments that are controlling interests in another entity (i.e., their subsidiaries) as
investments held at fair value through profit or loss on the consolidated balance sheet. Loans to investment vehicles are treated as net investments
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The following entities are controlled by the Group but are not consolidated and are instead held at fair value through profit or loss in the
consolidated statement of financial position
Name of undertaking |
Principal activity |
Country of incorporation |
% ownership |
Molten Ventures (Ireland) Limited 1 |
Investment entity |
Republic of Ireland |
100% |
| Esprit Capital III, L.P. 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
certain investments |
|||
| Esprit Capital III B, L.P. 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
certain investments |
|||
| Esprit Capital IV LP 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
| certain investments |
|||
| Esprit Investments (1) L.P. 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
| certain investments |
|||
| Esprit Investments (2) LP 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
| certain investments |
|||
| Esprit Investments (1)(B) LP 2 |
Limited partnership pursuant to which the Group |
||
and Molten Ventures FoF I LP hold Fund of Fund |
England and Wales |
100% |
|
investments |
|||
| Esprit Investments (2)(B) LP 2 |
Limited partnership pursuant to which the Group |
||
and Molten Ventures FoF I LP hold Fund of Fund |
England and Wales |
100% |
|
investments |
|||
| SC_4_OF1 LP 4 |
Limited partnership pursuant to which the Group holds |
England and Wales |
100% |
| certain investments |
|||
| Molten Ventures Investments LP 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
certain investments |
|||
| Molten East Fund I SCSp 5 |
Limited partnership pursuant to which the Group makes |
Luxembourg |
100% |
certain investments (dormant) |
|||
| Molten Ventures Holdings Ltd 2 |
Intermediate Company and Qualifying Asset Holding |
England and Wales |
100% |
Company (“QAHC”) |
|||
| Esprit Investments (1)(B)(SC) LP 2 |
Limited partnership uses to hold the Group’s |
||
investments which were previously held by Seedcamp |
England and Wales |
100% |
|
Fund’s I and II |
|||
| Esprit Investments (2)(B)(II) LP 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
certain investments |
|||
| Molten Ventures FoF I LP 2 |
Limited partnership under the Group’s management |
England and Wales |
100% |
which makes Fund of Fund investments |
|||
| Molten Ventures FoF II LP 2 |
Limited partnership under the Group’s management |
England and Wales |
100% |
which makes Fund of Fund investments |
|||
| Molten Venture Investments (Ireland) I LP |
Limited Partnership under the Group’s management |
England and Wales |
56% |
which makes Irish domiciled investments |
|||
| Forward Partners 1 L.P. 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
certain investments |
|||
| Forward Partners II L.P. 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
certain investments |
|||
| Forward Partners III L.P. 2 |
Limited partnership pursuant to which the Group makes |
England and Wales |
100% |
certain investments |
|||
| Connect Ventures One LP 6 |
Limited partnership pursuant to which the Group holds |
England and Wales |
96% |
certain investments |
1
32 Molesworth Street, Dublin 2, Ireland D02 Y512.
2
20 Garrick Street, London, England WC2E 9BT.
3
c/o Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1–1104, Cayman Islands.
4
12 Little Portland Street, 5th Floor, London, W1W 8BJ.
5
412F, Route d’Esch, Grand Duchy of Luxembourg, 1471, Luxembourg.
6
4th Floor, 140 Aldersgate Street, London, EC2Y 5AS, United Kingdom
Notes to the consolidated financial statements
continued
continued
4. Material accounting policy information
150
ANNUAL REPORT FY26
Carried interest vehicles and co-investment limited partnerships (“CIPs”) – the Group’s general partners are members of these limited partnerships.
These vehicles are set up with two purposes: 1) to facilitate payments of carried interest from the fund to carried interest participants; and 2)
in certain circumstances to facilitate co-investment into the funds. Carried interest and co-investment partnerships are investment entities and
are measured at FVTPL with reference to the performance conditions described in Note 4(u) and held at FVTPL, which equates to the net asset
question are as follows:
Name of undertaking |
Principal activity |
Country of incorporation |
Esprit Capital III Founder LP* |
Co-investment limited partnership/carry partner |
Scotland |
Esprit Investments (2) (Carried Interest) LP* |
Carry vehicle |
Scotland |
Esprit Capital III (Carried Interest) LP* |
Carry vehicle |
Scotland |
Esprit Investments (1) (Carried Interest) LP* |
Carry vehicle |
Scotland |
Molten East I Special Partner LP |
Carry vehicle |
Scotland |
Molten Ventures Investments (Carried Interest) LP* |
Carry vehicle |
Scotland |
Molten Ventures FoF I (Special Partner) LP* |
Carry vehicle |
Scotland |
Third Party Capital Investment vehicle structured as a |
||
Molten SP I LLP † |
limited liability partnership |
England and Wales |
Forward Partners Carried Interest L.P.* |
Carry vehicle |
Scotland |
* 50 Lothian Road, Festival Square, Edinburgh, Scotland EH3 9WJ.
†
Each carry vehicle indirectly holds interests in a vintage of investments within our portfolio with the purpose of producing profits for distribution
among the carried interest partners. The Group evaluates its interest in carried interest at fair value as part of the valuations cycle. Indirectly, the
carry partnerships have exit strategies for each investment within which they have an interest as the manager of both the carry partner and the
investment vehicles regularly considers exit strategies as discussed above.
Limited partnerships (managed by Group entities)
A number of limited partnerships are managed by entities within the Group but are not considered to be controlled and, therefore, they are not
consolidated in these financial statements.
EIS/VCT funds
Enterprise Investment Scheme funds and Molten Ventures VCT plc are managed by the Group. The Group has no direct beneficial interest in
the assets being managed and its sole exposure to variable returns are to performance fees payable on exits above a specified hurdle and
management fees based on subscriptions (and Promoter’s fees in certain cases), which is a small proportion of the total capital within each fund.
The Board believes that this results in an agency relationship with the funds where the Group acts as an agent, which is primarily engaged to act
on behalf, and for the benefit, of the fund investors rather than for its own benefit. Although the managers (Encore Ventures LLP – EIS funds,
Elderstreet Investments Limited – VCT fund and Molten SP I LLP) have the power to influence the returns generated by the fund, the Group only
has an insignificant interest in their returns. As a result, the Group is not deemed to control these managed funds and they are not consolidated.
The EIS/VCT funds have the following details:
EIS funds:
DFJ Esprit Angels’ EIS Co-Investment Fund, DFJ Esprit Angels’ EIS Co-Investment II, DFJ Esprit EIS III, DFJ Esprit EIS IV, Draper Esprit
EIS 5, Molten Ventures EIS and Molten Ventures Approved KI EIS Funds.
VCT funds:
Molten Ventures VCT plc – The Office Suite, Den House, Den Promenade, Teignmouth, United Kingdom, TQ14 8SY.
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Audit exemption for members of the Group
The following entities are included in the parent’s consolidated financial statements. As a result of section 479A of the Companies Act 2006, these
subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of financial statements under section 475 of the
Companies Act 2006.
Esprit Capital Holdings Limited, Molten Ventures (Nominee) Limited, Esprit Nominees Limited, Grow Trustees Limited, Esprit Capital III MLP LLP,
Esprit Capital III GP Limited, Esprit Capital III Founder GP Limited, Elderstreet Holdings Limited, Encore I GP Limited, Encore I Founder GP Limited,
Esprit Capital III GP LP, Molten East Fund I GP S.a.r.l (formally Molten Ventures Growth Fund I GP S.a.r.l), Molten East SP GP LLP (formally Molten
Ventures Growth SP GP LLP), Molten Ventures FoF I GP LLP, Molten Ventures Investments GP LLP, Forward Partners Management Company
Limited, Forward Partners Venture Advance Ltd, Forward Partners Group Limited, Forward Partners General Partner Limited and Forward Partners
Carried Interest General Partner Limited.
Esprit Foundation
Molten Ventures plc is the sole member of the Foundation. However, this is not controlled by Molten Ventures plc or the Group, as the Esprit
Foundation has a separate board of trustees with a separate governance and decision-making process.
A donation was received during the
year ended 31 March 2026 and 31 March 2025. A total of £0.5m in grants were made for the year ended 31 March 2026 (31 March 2025: 0.1m).
Charitable Incorporated Organisation status was entered onto the Register of Charities with the Registered Charity Number 1198436 on 30 March
2022. Stuart Chapman is one of, and a donor to, the three Trustees of the Esprit Foundation and is also an Executive Director on the Board of
IFRS 8, ‘Operating Segments’, defines operating segments as those activities of an entity about which separate financial information is available
and which are evaluated by the Chief Operating Decision Maker to assess performance and determine the allocation of resources.
The Board of Directors have identified Molten’s Chief Operating Decision Maker to be the Chief Executive Officer (“CEO”). The Group’s investment
portfolio engages in business activities from which it earns revenues and incurs expenses, has operating results, which are regularly reviewed by
the CEO to make decisions about resources and assess performance, and the portfolio has discrete financial information available. The Group’s
investment portfolio has similar economic characteristics, and investments are similar in nature. Dealflow for the investment portfolio is now
consistent across all funds and the Group’s Investment Committee reviews and approves (where appropriate) investments for all of the investment
portfolio in line with the strategy set by the Molten Ventures plc Board of Directors (approvals from the Molten Ventures plc Board of Directors
is required for higher value investments where the proposed value of the investment to be made by plc is above £3.0 million). Although the
managers of our EIS funds, VCT funds and plc funds have a separate management committee, the majority of those sitting on the committees are
consistent across all. Taking into account the above points, and in line with IFRS 8, the investment portfolio (across all funds) has been aggregated
into one single operating segment.
The majority of the Group’s revenues are not from interest, and Management does not primarily rely on net interest revenue to assess the
performance of the Group and make decisions about resource allocation. Therefore, the Group reports interest revenue separately from interest
expense.
The Group’s management considers the Group’s investment portfolio represents a coherent and diversified portfolio with similar economic
characteristics and as a result these individual investments have been aggregated into a single operating segment. In the view of the Directors,
Revenue is comprised of management fees from EIS/VCT funds and Molten SP I LLP, as well as performance fees and promoter fees. Priority Profit
Share is incorporated within management fees, presented as management fees charged on the underlying investment vehicles.
Revenue is also generated from Directors’ fees from a small number of portfolio companies where members of the Investment Team act as
Directors for portfolio companies.
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring
services to a customer.
For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract;
determines the transaction price which takes into account the time value of money; allocates the transaction price to the separate performance
obligations on the basis of the relative standalone selling price of each distinct service to be delivered; and recognises revenue when or as each
performance obligation is satisfied in a manner that depicts the transfer to the customer of the services promised.
All revenue from services is generated within the UK and is stated exclusive of value added tax.
Notes to the consolidated financial statements
continued
continued
4. Material accounting policy information
152
ANNUAL REPORT FY26
Revenue presented as fee income are services comprised of:
i.
Management fees (Priority Profit Share)
Management fees are earned by General Partners of Limited Partnerships, through a Priority Profit Share arrangement. The basis of calculation of
fund management fees differs depending on the fund and its stage. Fund management fees are either earned at a fixed annual rate or are set at a
fixed percentage of funds under management, measured by commitments or invested cost, depending on the stage of the fund being managed.
Revenues are recognised as the related services are provided.
ii.
Management fees earned by Encore Ventures LLP.
Fund Close April 2019 and prior.
Management fees are chargeable, annually in advance,
Net Subscription for the first four years of the life of the portfolio. A portion of cash
received from investors is set aside at the outset and used to settle the management fees as they become due.
For these Fund Closes, the transaction price is fixed for the life of the contract and management fees are recognised over the estimated life of the
portfolio.
Fund Close July 2019 onwards.
Management fees are chargeable, annually in advance, on Net Subscription for the first five years of the life of the portfolio. Thereafter,
management fees are charged on the cost of investments remaining in the investor’s portfolio (subject to a minimum annual charge).
A portion of cash received from investors is set aside at the outset and used to settle management fees in the first 2.75 years of the life of the
portfolio as they become due. Once this cash is utilised, management fees are deducted from cash proceeds generated by exits. If no proceeds
are received, these fees will not be charged.
For these Fund Closes, management fees in the first 2.75 are recognised in the period for which they are receivable. Management fees relating to
later periods are only recognised when an exit takes place and their recoverability becomes highly probable.
iii.
Performance fees
Performance fees are earned on a percentage of returns over a hurdle rate. These are recognised in the statement of comprehensive income on
realisation of underlying investment. Amounts are recognised as revenue when it can be reliably measured and is highly probable funds will flow
to the Group, which is generally at the point of invoicing or shortly before due to the unpredictability associated with realisations but is assessed
on a case-by-case basis.
iv.
Promoter’s fees
Promoter’s fees are earned by Elderstreet Investments Limited, as manager of the VCT funds, based on amounts subscribed during each offer.
Fees are agreed on an offer-by-offer basis and are receivable when the shares are allotted. Elderstreet Investments Limited may also be entitled
to promoter’s fees when it promotes offers for new subscriptions into the funds it manages. Promoter’s fees are earned at a percentage of
subscriptions received. Revenue is recognised in full at the time valid subscriptions are received.
v.
Directors’ fees
Portfolio Directors’ fees are annual fees charged to an investee company. Directors’ fees are only charged on a limited number of the investee
e) Deferred income
The Group’s management fees are typically billed quarterly or half-yearly in advance. Where fees have been billed for an advance period, the
amounts are credited to deferred income, and then subsequently released through the statement of comprehensive income during the period
to which the fees relate. Certain performance fees and portfolio Directors’ fees are also billed in advance and these amounts are credited to
deferred income, and then subsequently released through the statement of comprehensive income accounting during the period to which the
The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control
of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement.
Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination, regardless of whether they have been
previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally
measured at their acquisition-date fair values. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as
the excess of the sum of: a) fair value of consideration transferred; b) the recognised amount of any non-controlling interest in the acquiree; and
c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the
fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in the
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Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and
the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable
assets acquired and the liabilities assumed. If, after reassessment, the net acquisition-date amounts of the identifiable assets acquired and liabilities
assumed exceed the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the
acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
When the consideration transferred by the Group in a business combination includes an asset or liability resulting from a contingent consideration
arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred
in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted
retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional
information obtained during the “measurement period” (which cannot exceed one year from the acquisition date) about facts and circumstances
Certain previously unrecognised assets acquired in a business combination that qualify for separate recognition are recognised as intangible
assets at their fair values, e.g. brand names, customer contracts and lists. All finite-lived intangible assets are accounted for using the cost model
whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed
at each reporting date. In addition, they are subject to impairment testing as described below. Customer contracts are amortised on a straight-
line basis over their useful economic lives, typically the duration of the underlying contracts. The following useful economic lives for customer
contracts were applied on the date of acquisition:
i.
Encore Ventures LLP: eight years; and
ii.
For the purposes of assessing impairment, assets are grouped at the lowest level for which there are largely independent cash inflows (“cash
generating units” or “CGU”). As a result, some assets are tested individually for impairment, and some are tested at cash-generating unit level.
Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and
represent the lowest level within the Group at which management monitors goodwill. All other individual assets or cash-generating units are
tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised in the consolidated statement of total comprehensive income for the amount by which the assets or cash-
generating units carrying amount exceeds its recoverable amount that is the higher of fair value less costs to sell and value-in-use.
To determine value-in-use, management estimates expected future cash flows over five years from each cash-generating unit and determines
a suitable discount rate in order to calculate the present value of those cash flows. Discount factors are determined individually for each
cash-generating unit and reflect their respective risk profile as assessed by management. Impairment losses for cash-generating units reduce
first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro-rata to the other
assets in the cash-generating unit with the exception of goodwill, and all assets are subsequently reassessed for indications that an impairment
loss previously recognised may no longer exist. An impairment charge is reversed if the cash-generating unit’s recoverable amount exceeds its
Transactions entered into by Group entities in a currency other than the functional currency in which they operate are recorded at the rates
prevailing when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates prevailing at the reporting date.
Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the statement of
comprehensive income.
The individual financial statements of the Group’s subsidiary undertakings are presented in their functional currency. For the purpose of these
consolidated financial statements, the results and financial position of each subsidiary undertaking are expressed in Pounds Sterling, which is the
presentation currency for these consolidated financial statements.
The assets and liabilities of the Group’s undertakings, whose functional currency is not Pounds Sterling, are translated at exchange rates prevailing
All financial assets are recognised when economic benefit is expected to be transferred to the Group.
On recognition, a financial asset is initially measured at fair value, plus transaction costs, except for those financial assets classified at “fair value
through profit or loss” (“FVTPL”), which are initially measured at fair value.
Financial assets are classified by the Group into the following specified categories:
•
Financial assets “FVTPL”; and
•
Amortised cost.
The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.
Notes to the consolidated financial statements
continued
continued
4. Material accounting policy information
154
ANNUAL REPORT FY26
A financial asset may be designated as at FVTPL upon initial recognition if:
a.
such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
b.
the financial asset forms part of a group of financial assets or financial liabilities, or both, which is managed, and its performance is evaluated on
a fair value basis, in accordance with the Molten Venture Group’s documented risk management or investment strategy, and information about
the grouping is provided internally on that basis; or
c.
it forms part of a contract containing one or more embedded derivatives, and IFRS 9 ‘Financial Instruments’ permits the entire combined
contract (asset or liability) to be designated as at FVTPL.
The Group considers its investment interests referred to in Note 4(b) are appropriately designated as at FVTPL as they meet criteria (b) above.
Further details of the accounting policy can be found in Note 29, Fair value measurements. Financial assets through profit or loss are accounted for
Amortised cost
A financial asset is held at amortised cost under IFRS 9 where it is held for the collection of cash flows representing solely payments of principal
and interest. These assets are measured at amortised cost using the effective interest method, less any expected losses.
The Group’s financial assets held at amortised cost comprise trade and other receivables, and cash and cash equivalents in the consolidated
The Group’s financial liabilities include trade and other payables, and borrowings.
Trade and other payables are recognised when the Group enters into contractual arrangements with an expectation that economic benefits will
flow from the Group.
Borrowings are initially recognised at fair value that is deemed to be the carrying value at inception. Fees related to the debt facility are amortised
over the term of the loan, see Note 23(i) for further detail regarding the debt facility.
The carrying amount of borrowings is deemed to be presented at amortised cost as the fair value of future cash flows have not been
incorporated.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the outflow
of resources embodying the economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the
Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or
financial asset.
The Group’s shares are classified as equity instruments. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Group shares acquired as part of Molten’s share buyback programme are recognised at cost and deducted from equity. No gain or loss is
recognised in the Statement of Comprehensive Income on the purchase, sale, issue or cancellation of the Group's own equity instruments.
Contributions to the defined contribution pension scheme are charged to the consolidated statement of comprehensive income in the years to
When equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated
statement of comprehensive income over the vesting period on a straight-line basis. Non-market vesting conditions are taken into account by
adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over
the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored
into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market
vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting
condition is not satisfied.
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Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately
before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income is charged with
the fair value of goods and services received.
The employee share option plans are administered by the Molten Ventures Employee Benefit Trust, which is consolidated in accordance with the
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of
comprehensive income because it excludes items of income or expense that are taxable or deductible in other years, and it further excludes
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that
it is probable that taxable profits will be available, against which deductible temporary differences can be utilised. Such assets and liabilities are
not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will
not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and
interests are only recognised to the extent that it is probable that there will be sufficient taxable profits, against which to utilise the benefits of the
temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on
tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in
other comprehensive income.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group
expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities
are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when they relate to income taxes
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised to write
off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method, on the following basis:
•
Leasehold improvements – over the term of the lease
•
Fixtures and equipment – 33% per annum straight line
•
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any
Cash and cash equivalents comprise cash at bank and on hand, and short-term highly liquid money market funds and deposits with a maturity of
three months or less, that are held for the purpose of meeting short-term cash commitments and are readily convertible to a known amount of
Interest income earned on cash and deposits and short-term liquidity investments is recognised when it is probable that the economic benefits
will flow to the Group and the amount of income recognised can be measured reliably. Interest income is accrued on a time basis, with reference
continued
4. Material accounting policy information
The Company has established carried interest plans for the Executive Directors (see the following associated note), other members of the
Investment Team and certain other employees (together the “Plan Participants”) in respect of any investments and follow-on investments made
from IPO. To 31 March 2020 each carried interest plan operated in respect of investments made during the 24-month period from inception of
the fund, being the investment period, and related follow-on investments made for a further 36-month period. From 1 April 2020, a new carried
interest plan was implemented, which operates for a five-year period in respect of any investment. From April 2020 onwards, the Executive
Directors were not eligible to participate in new carried interest plans, and instead now participate in the Long-Term Incentive Plan. Continued
participation in existing carried interest schemes that pre-dated the start of the 2021 financial year were not affected.
Subject to certain exceptions, Plan Participants will receive, in aggregate, 15% of the net realised cash profits from the investments and follow-
on investments made over the relevant period once the Company has received an aggregate annualised 10% realised return on investments
and follow-on investments made during the relevant period. The carried interest plan from 1 April 2020 has an aggregate annualised 8%
realised return on investments and follow-on investments made during the relevant period, to bring the plans more in line with market. The
Plan Participants’ return is subject to a “catch-up” in their favour. Plan Participants’ carried interests vest over five years for each carried interest
plan and are subject to good and bad leaver provisions. Any unvested carried interest resulting from a Plan Participant becoming a leaver can
be reallocated by an adjudication committee formed by Esprit Capital Partners LLP as manager of the carried interest plan at their discretion,
including to the Group, and, therefore, an assumption is made in the financial statements that any unvested carried interest as at the reporting
date would be reallocated to the Group. See Note 29 for further information on amounts that have been attributed to the Group.
Carried interest is measured at FVTPL with reference to the performance conditions described above. This is deducted from the gross value of
our portfolio as an input to determine the fair value of our investment vehicles, which are held at FVTPL in the statement of financial position in
line with our application of IFRS 10 for investment entities. The external carry is deducted as it will be paid to members external to the Group from
Management uses valuation techniques to determine the fair value of financial assets. This involves developing estimates and assumptions
consistent with how market participants would price the assets. Management bases its assumptions on observable data as far as possible, but this
is not always available, in that case, management uses the best information available. Estimated fair values may vary from the amount which may
The Group classifies items of income and expenditure as exceptional when the nature of the item or its size is likely to be material, to assist the
reader of the financial statements to better understand the results of the operations of the Group. Such items by their nature are not expected to
The Directors have made the following judgements and estimates that have had the most significant effect on the carrying amounts of the assets
and liabilities in the consolidated financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods. Actual results may differ from estimates. The key estimate, (5)
(a), and judgement, (5)(b), are discussed below. There have been no new critical accounting estimates and judgements in the financial year ended
31 March 2026.
Estimates:
a. Valuation of unquoted equity investments at fair value through profit or loss
The Group invests into Limited Companies and Limited Partnerships, which are considered to be investment companies that invest for the benefit
of the Group. These investment companies are measured at fair value through profit or loss based on their net asset value (“NAV”) at the year-
end. The Group controls these entities and is responsible for preparing their NAV, which is mostly based on the valuation of their unquoted
investments. The Group’s valuation of investments measured at fair value through profit or loss is, therefore, dependent upon estimations of the
valuation of the underlying portfolio companies.
The Group, through its controlled investment companies also invests in investment funds, which primarily focus on seed investments. These
investments are considered to be “Fund of Fund investments” for the Group and are recognised at their NAV at the year-end date. These Fund
of Fund investments are not controlled by the Group and some do not have coterminous year-ends with the Group. To value these investments,
management obtains the latest audited financial statements or partner reports of the investments and discusses further movements with the
management of the funds following consideration of whether the funds follow the IPEV Guidelines.
Where the Fund of Funds hold investments that are individually material to the Group, management perform further procedures to determine
that the valuation of these investments has been prepared in accordance with the Group’s valuation policies for portfolio companies, as outlined
below, and these valuations will be adjusted by the Group where necessary based on the Group valuation policy for portfolio companies.
156
ANNUAL REPORT FY26
Notes to the consolidated financial statements
continued
FINANCIALS
MOLTENVENTURES.COM
157
The estimates required to determine the appropriate valuation methodology of investments means there is a risk of material adjustment to the
carrying amounts of assets and liabilities. These estimates include whether to increase or decrease investment valuations and require the use of
assumptions about the carrying amounts of assets and liabilities that are not readily available or observable.
The fair value of investments is established with reference to the IPEV Guidelines. An assessment will be made at each measurement date as to the
most appropriate valuation methodology.
The Group invests in early-stage and growth technology companies, through predominantly unlisted securities. Given the nature of these
investments, there are often no current or short-term future earnings or positive cash flows. Consequently, although not considered to be the
default valuation technique, the appropriate approach to determine fair value may be based on a methodology with reference to observable
market data, being the price of the most recent transaction. Fair value estimates that are based on observable market data will be of greater
reliability than those based on estimates and assumptions and, accordingly, where there have been recent investments by third parties, the price
of that investment will generally provide a basis of the valuation.
If this methodology is used, its initial use and the length of period for which it remains appropriate to use the calibration of last round price
depends on the specific circumstances of the investment, and the Group will consider whether this basis remains appropriate each time valuations
are reviewed. In addition, the inputs to the valuation model (e.g. revenue, comparable peer group, product roadmap, and other milestones) will
be recalibrated to assess the appropriateness of the methodology used in relation to the market performance and technical/product milestones
since the round and the company’s trading performance relative to the expectations of the round.
The Group considers alternative methodologies in the IPEV Guidelines, being principally price-revenue or price-earnings multiples, depending
upon the stage of the asset, requiring management to make assumptions over the timing and nature of future revenues and earnings when
calculating fair value. When using multiples, we consider public traded multiples as at measurement date (31 March 2026 for this report) in similar
lines of business, which are adjusted based on the relative growth potential and risk profile of the subject company versus the market and to
reflect the degree of control and lack of marketability as well as considering company performance against milestones (e.g. financial/technical/
product milestones).
The equity values of our portfolio companies are generally assessed via the methodologies described above. For direct investments, the equity
values are run through their relevant waterfalls to assess the fair value of the investment to Molten Ventures under the current value methodology.
Other methodologies would be considered if appropriate.
In all cases, valuations are based on the judgement of the Directors after consideration of the above and upon available information believed
to be reliable, which may be affected by conditions in the financial markets. Due to the inherent uncertainty of the investment valuations, the
estimated values may differ significantly from the values that would have been used, had a ready market for the investments existed, and the
differences could be material. Due to this uncertainty, the Group may not be able to sell its investments at the carrying value in these financial
statements when it desires to do so or to realise what it perceives to be fair value in the event of a sale. See Note 29(iv) for information on
unobservable inputs used and sensitivity analysis on investments held at fair value through profit or loss.
Judgement:
b. The Company and certain subsidiaries as an investment entity
The Group has a number of entities within its corporate structure and a judgement has been made regarding which should be consolidated in
accordance with IFRS 10, and which should not. The Group consolidates all entities where it has control, as defined by IFRS 10, over the following:
•
power over the investee to significantly direct the activities;
•
exposure, or rights, to variable returns from its involvement with the investee; and
•
the ability to use its power over the investee to affect the amount of the investor’s returns.
The Company does not consolidate qualifying investment entities it controls in accordance with IFRS 10 and instead recognises them as
investments held at fair value through profit or loss. An investment entity, as defined by IFRS 10, is an entity that:
•
obtains funds from one or more investors for the purpose of providing those investor(s) with the investment management services;
•
commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or
both; and
•
measures and evaluates the performance of substantially all of its investments on a fair value basis.
When judging whether an entity within the Group is an investment entity, the Group structure as a whole is considered. As a Group, the
investment entities listed in Note 4(b) have the characteristics of an investment entity. This is because the Group has:
•
more than one investment;
•
more than one investor;
•
unrelated investors; and
•
equity ownership interests.
Notes to the consolidated financial statements
continued
158
ANNUAL REPORT FY26
6. Movements on investments held at fair value through profit or loss
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Movement in unrealised gains/(losses) on investments held at fair value through profit or loss |
45.9 |
(15.7) |
Movement in realised gains on investments held at fair value through profit or loss |
79.5 |
60.0 |
Net foreign exchange gains/(losses) on investments held at fair value through profit or loss |
16.2 |
(21.6) |
Total movements on investments held at fair value through profit or loss |
141.6 |
22.7 |
Revenue is derived solely within the UK, from continuing operations for all years. An analysis of the Group’s revenue is as follows:
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Management fees |
15.9 |
18.1 |
Performance fees |
1.2 |
1.7 |
Promoter’s fees |
0.5 |
0.3 |
Directors’ and other fees |
0.1 |
0.8 |
Total fee income |
17.7 |
20.9 |
Administrative expenses comprise:
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Employee and employee related expenses (Note 9) |
16.6 |
19.0 |
Legal and professional |
3.0 |
4.1 |
Performance fees payable |
1.1 |
1.3 |
Operational and support costs |
2.6 |
3.0 |
Other administrative costs |
1.2 |
1.0 |
Total administrative expenses |
24.5 |
28.4 |
A total of £0.9 million of employee-related expenses in the year ended 31 March 2026 (31 March 2025: £1.7 million) relates to non-recurring costs.
The current year amount relates entirely to employee and setup costs associated with the establishment of a new investment capability (Molten East)
(31 March 2025: £1.2 million).
The Molten East costs, whilst currently expensed, are expected to be recovered from the Molten East Fund following its launch.
FINANCIALS
MOLTENVENTURES.COM
159
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Wages and salaries |
12.2 |
15.2 |
Pension costs – defined contribution plans |
1.2 |
1.2 |
Benefits (healthcare and life assurance) |
0.6 |
0.4 |
Recruitment costs |
0.4 |
0.1 |
Social security costs |
2.2 |
2.1 |
General employee and employee-related expenses |
16.6 |
19.0 |
Share-based payments – resulting from Company share option scheme |
2.6 |
4.9 |
Total employee benefit expenses |
19.2 |
23.9 |
The monthly average number of persons (including Executive and Non-Executive Directors) employed by the Group during the year was:
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
Number |
Number |
|
Executive Directors |
3 |
3 |
Non-Executive Directors |
5 |
5 |
Investment |
20 |
22 |
Infrastructure |
30 |
32 |
Total |
58 |
62 |
At 31 March 2026, there were five Non-Executive Directors (31 March 2025: five). See Nomination Committee report for further details of changes
in the year.
The total remuneration paid to Senior Management and Material Risk takers (14 members of staff in total, as defined in FCA rules) was £6.4 million
during the year, excluding any carried interest payments which are disclosed separately in the Director’s remunerations reported and Note 31.
The profit for the year has been arrived at after charging:
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Fees paid to the Company’s auditor for the audit of the Company and Group consolidated financial statements |
0.6 |
0.5 |
Fees payable to the Company’s auditors and associates for other services: |
||
Audit of the financial statements of the subsidiaries and related undertakings |
0.2 |
0.3 |
Audit-related assurance services |
0.1 |
0.1 |
Total fees payable to the Company’s auditors |
0.9 |
0.9 |
Audit-related assurance services paid to the Company’s Auditors in the year were £0.03m related to CASS reporting to the FCA in respect of
certain subsidiaries (for the year ended 31 March 2025: £0.03m), £0.08m in respect of the review of the Group’s interim financial statements (for the
year ended 31 March 2025: £0.08m).
For the year ended 31 March 2026, the Group paid Grant Thornton £0.3m for other non assurance services relating to tax compliance and tax
return preparation (for the year ended 31 March 2025: £0.3m). Fees were paid in the year to Grant Thornton for the audit of the Group subsidiaries
were Nil (for the year ended 31 March 2025: £0.01m).
During the year, PricewaterhouseCoopers LLP provided non-audit services amounting to £0.02m (2025: £Nil) in respect of tax compliance services
Notes to the consolidated financial statements
continued
160
ANNUAL REPORT FY26
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Interest and expenses on loans and borrowings |
(12.1) |
(12.6) |
Interest on leases (Note 23(ii)) |
(0.1) |
(0.1) |
Net foreign exchange loss |
– |
– |
Finance expense |
(12.2) |
(12.7) |
Interest income on cash and cash equivalents |
2.1 |
2.7 |
Net foreign exchange gain |
– |
0.2 |
Finance income |
2.1 |
2.9 |
Net finance expense |
(10.1) |
(9.8) |
The charge to tax, which arises in the Group and the corporate subsidiaries included within these financial statements, is:
Year ended |
Year ended |
|
31 March 2026 |
31 March2025 |
|
£m |
£m |
|
Current tax expense |
||
Current tax on profits for the year |
(1.0) |
– |
Total current tax expense |
(1.0) |
– |
Deferred tax (expense)/benefit |
||
Movement on deferred tax (note 24) |
(0.3) |
(1.0) |
Total deferred tax expense |
(0.3) |
(1.0) |
Income tax expense |
(1.3) |
(1.0) |
The UK standard rate of corporation tax is 25% as at year-end (for the year ended 31 March 2025: 25%). The reasons for the difference between the
actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profit for the year before tax are as follows:
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Profit for the year before tax |
121.6 |
0.2 |
Tax at the UK tax rate of 25% (31 March 2025: 25%) |
30.4 |
0.1 |
Gains on investments |
(35.4) |
(5.7) |
Movement on deferred tax (note 24) |
(0.3) |
(1.0) |
Other |
4.0 |
5.6 |
Income tax expense |
(1.3) |
(1.0) |
FINANCIALS
MOLTENVENTURES.COM
161
The calculation of basic earnings per weighted average shares is based on the profit attributable to Shareholders and the weighted average
number of shares. When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effect of all
dilutive share options and awards.
Basic earnings/(loss) per ordinary share
Profit/(Loss) |
|||
after tax |
No. of shares |
Pence |
|
£m |
m |
per share |
|
For the year ended 31 March 2026 |
120.3 |
174.1 |
69.1 |
For the year ended 31 March 2025 |
(0.8) |
184.2 |
(0.4) |
Diluted earnings/(loss) per ordinary share
Profit/(Loss) |
|||
after tax |
No. of shares 1 |
Pence |
|
£m |
m |
per share |
|
For the year ended 31 March 2026 |
120.3 |
175.3 |
68.6 |
For the year ended 31 March 2025 |
(0.8) |
184.8 |
(0.4) |
1
The basic number of shares is 174.1 million (FY25: 184.2 million), which has been adjusted for treasury shares of
14.9
million (FY25: 4.9 million). Please see Note 26 for further details.
Diluted shares have been calculated after adjusting for share options of 1.1 million in the year (FY25: 0.6 million), resulting in a diluted number of 175.3 million (FY25: 184.8 million).
Net asset value per share is based on the net asset attributable to Shareholders and the number of shares at the relevant reporting date. When
calculating the diluted earnings per share, the number of shares in issue at balance sheet date is adjusted for the effect of all dilutive share options
and awards.
Net assets |
No. of shares |
Pence |
|
£m |
m |
per share |
|
As at 31 March 2026 |
1,323.8 |
174.1 |
760.0 |
As at 31 March 2025 |
1,235.8 |
184.2 |
671.0 |
Diluted net asset value per ordinary share
Net assets |
No. of shares 1 |
Pence |
|
£m |
m |
per share |
|
As at 31 March 2026 |
1,323.8 |
175.3 |
755.0 |
As at 31 March 2025 |
1,235.8 |
184.8 |
669.0 |
1
The basic number of shares is 174.1 million (FY25: 184.2 million), which has been adjusted for treasury shares of
14.9
million (FY25: 4.9 million). Please see Note 26 for further details.
Notes to the consolidated financial statements
continued
162
ANNUAL REPORT FY26
Fair |
|||||||||
value per |
|||||||||
b/f |
Granted in |
Lapsed in |
Exercised |
c/f |
Exercise |
granted |
|||
Date of |
1 April 2025 |
the year |
the year |
in the year |
31 Mar 2026 |
Vesting |
price |
instrument |
|
Grant |
(No.) |
(No.) |
(No.) |
(No.) |
(No.) |
period |
(pence) |
(pence) |
|
28–Nov–16 |
499,320 |
– |
– |
(326,385) |
172,935 |
3 years |
355 |
64.1 |
|
Molten Ventures |
11–Nov–17 |
120,000 |
– |
– |
– |
120,000 |
3 years |
530 |
89.3 |
plc 2016 Company |
28–Nov–17 |
306,384 |
– |
– |
(41,549) |
264,835 |
3 years |
387 |
70.9 |
Share Option Scheme |
30–Jul–18 |
650,750 |
– |
(109,600) |
– |
541,150 |
3 years |
530 |
67.8 |
(“CSOP”) |
12–Feb–19 |
546,868 |
– |
(80,000) |
– |
466,868 |
3 years |
449 |
81.2 |
26–Jul–21 |
28,754 |
– |
(1,522) |
(6,088) |
21,144 |
1 year |
1 |
986 |
|
29–Jun–20 |
123,774 |
– |
– |
(46,275) |
77,499 |
3 years |
1 |
449 |
|
29–Jun–20 |
131,359 |
– |
– |
(94,744) |
36,615 |
3 years |
1 |
81 |
|
16–Jul–21 |
118,187 |
– |
(544) |
(19,480) |
98,163 |
3 years |
1 |
940 |
|
17–Jun–22 |
373,006 |
– |
(373,006) |
– |
– |
3 years |
1 |
540 |
|
17–Jun–22 |
543,609 |
– |
(543,609) |
– |
– |
3 years* |
1 |
540 |
|
22–Jun–23 |
77,849 |
– |
(77,849) |
– |
– |
2 years |
1 |
241 |
|
Molten Ventures plc |
22–Jun–23 |
113,453 |
– |
(113,453) |
– |
– |
2 years |
1 |
447 |
Long-Term Incentive |
23–Jun–23 |
2,156,156 |
– |
(418,690) |
– |
1,737,466 |
3 years |
1 |
274 |
Plan (“LTIP”) |
19–Jun–24 |
803,099 |
– |
(234,383) |
– |
568,716 |
3 years |
1 |
359 |
28–Jun–24 |
768,153 |
– |
(130,389) |
– |
637,764 |
3 years |
1 |
365 |
|
01–Sep–24 |
51,582 |
– |
– |
– |
51,582 |
3 years |
1 |
409 |
|
03–Dec–24 |
30,669 |
– |
– |
– |
30,669 |
3 years |
1 |
271 |
|
20–Jun–25 |
– |
1,056,892 |
– |
– |
1,056,892 |
3 years |
1 |
197 |
|
20–Jun–25 |
– |
848,106 |
(162,299) |
– |
685,807 |
3 years |
1 |
292 |
|
20–Jun–25 |
– |
62,292 |
– |
– |
62,292 |
3 years |
1 |
291 |
|
17–Jun–22 |
211,110 |
– |
– |
(150,925) |
60,185 |
2 years |
1 |
540 |
|
| Molten Ventures plc |
22–Jun–23 |
44,058 |
– |
– |
(31,498) |
12,560 |
2 years |
1 |
241 |
Deferred Benefit Plan |
|||||||||
(“DBP”) |
19–Jun–24 |
174,070 |
– |
– |
– |
174,070 |
2 years |
1 |
401 |
20–Jun–25 |
– |
327,023 |
– |
– |
327,023 |
2 years |
1 |
292 |
|
Total |
7,872,210 |
2,294,313 |
(2,245,344) |
(716,944) |
7,204,235 |
* This is a vesting period of three years and a further two-year holding period.
Set out below are summaries of options granted under the plan
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
As at 1 April |
7,872,210 |
6,983,618 |
Granted during the year |
2,294,313 |
1,994,088 |
Lapsed in the year |
(2,245,344) |
(1,079,400) |
Exercised during the year |
(716,944) |
(26,096) |
As at 31 March |
7,204,235 |
7,872,210 |
The CSOP, LTIP and DBP are, as of 31 March 2026, partly administered by the Molten Ventures Employee Benefit Trust (“Trust”). The Trust is
consolidated in these consolidated financial statements. The Trust may purchase shares from the market and, from time to time, when the options
are exercised, the Trust transfers the appropriate number of shares to the employee or sells these as agent for the employee. The proceeds
received, net of any directly attributable transaction costs, are credited directly to equity. Shares held by the Trust at the end of the reporting
period are shown as own shares in the consolidated financial statements (see Note 26(i)). Of the 716,944 options exercised during the year, none
were satisfied with new ordinary shares issued by Molten Ventures plc (FY25: 26,096) options exercised with no new ordinary shares issued). All
outstanding options have been assessed to be reportable as equity-settled.
The options granted under the LTIP have an exercise price of 1p per share and are subject to performance conditions for Directors. Additional
share options awarded to employees under the LTIP also have an exercise price of 1p per share and are subject to performance conditions based
on either total shareholder return vs the FTSE 250 and assets under management, or Group NAV.
The fair value of the LTIP shares is valued using the Black–Scholes model, which includes a Monte Carlo simulation model. A six-monthly review
takes place of non-market performance conditions and, as at 31 March 2026, the best estimate for expected vesting of unvested share options
is 52%.
The options awarded under the DBP also have an exercise price of 1p each and are subject to a two-year deferral period before they can be
exercised. FY26 bonus amounts were paid in cash for an amount up to 100% (FY25: 100%) of each Director’s salary, with the balance being paid
in the form of a deferred share award over a number of shares calculated based on the Volume Weighted Average Price per share for the five
trading days immediately prior to the date of grant. The deferral period under the bonus scheme is two years from the date of the award. See the
Directors’ Remuneration Report on pages 103 to 127 for further details.
FINANCIALS
MOLTENVENTURES.COM
163
Vesting is not subject to any further performance conditions (other than continued employment at the date of vesting). The Black–Scholes Option
Pricing Model has been used for valuation purposes.
Customer |
|||
Goodwill |
contracts |
Total |
|
As at 31 March 2026 |
£m |
£m |
£m |
Cost |
|||
Cost carried forward as at 1 April 2025 |
10.4 |
1.1 |
11.5 |
Additions during the period |
– |
– |
– |
Cost as at 31 March 2026 |
10.4 |
1.1 |
11.5 |
Accumulated amortisation |
|||
Amortisation carried forward as at 1 April 2025 |
– |
(1.1) |
(1.1) |
Charge for the period |
– |
– |
– |
Accumulated amortisation as at 31 March 2026 |
– |
(1.1) |
(1.1) |
Net book value: |
|||
As at 31 March 2026 |
10.4 |
– |
10.4 |
Customer |
|||
Goodwill |
contracts |
Total |
|
As at 31 March 2025 |
£m |
£m |
£m |
Cost |
|||
Cost carried forward as at 1 April 2024 |
10.4 |
1.1 |
11.5 |
Additions during the period |
– |
– |
– |
Cost as at 31 March 2025 |
10.4 |
1.1 |
11.5 |
Accumulated amortisation |
|||
Amortisation carried forward as at 1 April 2024 |
– |
(1.0) |
(1.0) |
Charge for the period |
– |
(0.1) |
(0.1) |
Accumulated amortisation as at 31 March 2025 |
– |
(1.1) |
(1.1) |
Net book value: |
|||
As at 31 March 2025 |
10.4 |
– |
10.4 |
The Group holds investments through investment vehicles it manages. The investments are carried at fair value through profit or loss. The Group’s
valuation policies are set out in Note 5(a) and Note 29. The table below sets out the movement in the balance sheet value of investments from the
start to the end of the year, showing investments made, cash receipts and fair value movements.
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
As at 1 April |
1,279.9 |
1,292.1 |
Investments made in the period1 |
89.5 |
72.6 |
Realisation of investments during the year |
(119.6) |
(134.6) |
Carry external |
7.8 |
12.4 |
Portfolio Deferred tax |
(1.4) |
– |
Non-investment cash movements |
14.1 |
14.7 |
Unrealised gains/(losses) on the revaluation of investments |
143.0 |
22.7 |
As at 31 March |
1,413.3 |
1,279.9 |
1
Notes to the consolidated financial statements
continued
164
ANNUAL REPORT FY26
For further details of other related undertakings within the Group, see Note 4(b).
Please see below details of investments held by the Group’s investment companies, where the ownership percentage or partnership interest
exceeds 20%. These are held at fair value through the profit or loss in the statement of financial position.
Interest FD category* |
||||
at reporting date/ |
||||
Name |
Address |
Principal activity |
Type of shareholding |
partnership interest |
Earlybird GmbH & Co. |
c/o Earlybird Venture Capital, |
Limited partnership pursuant to which |
Partnership interest |
E |
Beteiligungs-KG IV |
Promenadeplatz 9 80333 Munich |
the Group holds certain investments |
||
Earlybird Special |
c/o Earlybird Venture Capital, |
Limited partnership pursuant to which |
Partnership interest |
E |
Opportunities LP |
Promenadeplatz 9 80333 Munich |
the Group holds certain investments |
||
Earlybird DWES |
c/o Earlybird Venture Capital, |
Limited partnership pursuant to which |
||
Fund VI GmbH & |
Promenadeplatz 9 80333 Munich |
the Group holds certain investments |
Partnership interest |
E |
Co. KG |
||||
Recode Health |
95 3rd Street, 2nd Floor, |
Limited partnership pursuant to which |
||
Opportunities Fund I, |
San Francisco, CA 94103 |
the Group holds certain investments |
Partnership interest |
E |
LP |
||||
2480 Regents Court, The Crescent, |
||||
| Vektor UK Limited |
Birmingham Business Park, |
Limited partnership pursuant to which |
Partnership interest |
D |
West Midlands B37 7YE, |
the Group holds certain investments |
|||
United Kingdom |
||||
| Black Seed LP |
Coldharbour Lane Unit 63, |
Limited partnership pursuant to which |
Partnership interest |
D |
Brixton Village, London SW9 8PS |
the Group holds certain investments |
|||
| Realeyes OÜ |
86-90 Paul Street, London, |
Trading company |
Ordinary Shares |
E |
EC2A 4NE, United Kingdom |
Preference shares |
|||
| Makers Academy |
Unit 2f Zetland House, |
Ordinary Shares |
E |
|
| Limited |
5-25 Scrutton St, |
Trading company |
Preference shares |
|
London, England, EC2A 4HJ |
||||
| SettleMint NV |
Philipssite 5 bus 30, |
Trading company |
||
3001 Leuven, Belgium |
||||
Driftrock Limited |
124 City Road, London, |
Trading company |
Ordinary Shares |
E |
United Kingdom, EC1V 2NX |
Preference shares |
|||
RavenPack |
Centro Negocios Oasis, Local 8, |
Ordinary Shares |
||
International S.L.U. |
Ctra Nacional 340, KM 176, |
Trading company |
Preference shares |
D |
Marbella, Malaga 29602, Spain |
Ordinary Shares |
|||
| Outthink LTD |
80 Cheapside, London, |
Trading company |
Preference shares |
D |
| United Kingdom, EC2V 6EE |
||||
Ordinary Shares |
D |
|||
| 74 Fitzwilliam Lane, |
Preference shares |
|||
| &Open Incentive |
Dublin 2, D02 YX95, |
Trading company |
||
Limited |
Ireland |
Ordinary Shares |
D |
|
| Preference shares |
||||
Speedinvest I |
Praterstraße 1, Stiege 1, Top 6 |
|||
Continuation I GmbH |
1020 Vienna |
Limited partnership pursuant to which |
Partnership interest |
E |
& Co KG |
Austria |
the Group holds certain investments |
* Fully diluted interest categorised as follows: Cat A: 0–5%, Cat B: 6–10%, Cat C: 11–15%, Cat D: 16–25%, Cat E: >25%.
FINANCIALS
MOLTENVENTURES.COM
165
Right-of-use |
Furniture and |
Computer |
Leasehold |
||
assets |
fixtures |
equipment |
Improvements |
Total |
|
Year ended 31 March 2026 |
£m |
£m |
£m |
£m |
£m |
Cost |
|||||
Cost carried forward as at 1 April 2025 |
2.0 |
0.8 |
0.2 |
– |
3.0 |
Additions during the year |
– |
– |
0.1 |
0.1 |
0.2 |
Disposals during the year |
– |
– |
– |
– |
– |
Cost as at 31 March 2026 |
2.0 |
0.8 |
0.3 |
0.1 |
3.2 |
Accumulated depreciation |
|||||
Depreciation carried forward as at 1 April 2025 |
(0.3) |
(0.7) |
(0.2) |
– |
(1.2) |
Charge for the year |
(0.4) |
(0.1) |
– |
– |
(0.5) |
Disposals during the year |
– |
– |
– |
– |
– |
Accumulated depreciation as at 31 March 2026 |
(0.7) |
(0.8) |
(0.2) |
– |
(1.7) |
Net book value: |
|||||
As at 31 March 2026 |
1.3 |
– |
0.1 |
0.1 |
1.5 |
Right-of-use |
Furniture and |
Computer |
Leasehold |
||
assets |
fixtures |
equipment |
Improvements |
Total |
|
Year ended 31 March 2025 |
£m |
£m |
£m |
£m |
£m |
Cost |
|||||
Cost carried forward as at 1 April 2024 |
1.6 |
0.8 |
0.2 |
– |
2.6 |
Additions during the year |
2.0 |
– |
– |
– |
2.0 |
Disposals during the year |
(1.6) |
– |
– |
– |
(1.6) |
Cost as at 31 March 2025 |
2.0 |
0.8 |
0.2 |
– |
3.0 |
Accumulated depreciation |
|||||
Depreciation carried forward as at 1 April 2024 |
(1.6) |
(0.7) |
(0.2) |
– |
(2.5) |
Charge for the year |
(0.3) |
– |
– |
– |
(0.3) |
Disposals during the year |
1.6 |
– |
– |
– |
1.6 |
Accumulated depreciation as at 31 March 2025 |
(0.3) |
(0.7) |
(0.2) |
– |
(1.2) |
Net book value: |
|||||
As at 31 March 2025 |
1.7 |
0.1 |
– |
– |
1.8 |
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Cash at bank and on hand |
27.8 |
39.8 |
Cash equivalents |
23.9 |
49.2 |
Total |
51.7 |
89.0 |
Cash on hand earns interest at floating rates based on daily bank deposit rates.
Notes to the consolidated financial statements
continued
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Trade receivables |
2.5 |
0.6 |
Other receivables and prepayments |
1.6 |
1.3 |
Total |
4.1 |
1.9 |
The ageing of trade receivables at reporting date is as follows:
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Not past due |
2.5 |
0.5 |
Past due 1–30 days |
– |
– |
Past due 31–60 days |
– |
– |
More than 60 days |
– |
0.1 |
Total |
2.5 |
0.6 |
Trade receivables are held at amortised cost. The maximum exposure to credit risk of the receivables at the reporting date is the fair value of each
class of receivable mentioned above, which is as shown above due to the short-term nature of the trade receivables. The Group does not hold any
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Trade payables |
(2.6) |
(0.9) |
Other taxation and social security |
(0.6) |
(0.3) |
Other payables |
(2.8) |
(3.4) |
Accruals and deferred income |
(7.2) |
(8.5) |
Total |
(13.2) |
(13.1) |
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Current liabilities |
||
Leases |
(0.4) |
(0.3) |
Deferred consideration on investments |
(10.0) |
– |
Loans and borrowings |
– |
– |
Total current financial liabilities |
(10.4) |
(0.3) |
Non-current liabilities |
||
Leases |
(0.9) |
(1.3) |
Loans and borrowings |
(119.6) |
(119.7) |
Total non-current financial liabilities |
(120.5) |
(121.0) |
Total |
(130.9) |
(121.3) |
The below table shows the changes in liabilities from financing activities.
Borrowings |
Leases |
|
£m |
£m |
|
At 1 April 2024 |
(89.4) |
– |
Capitalisation of costs |
– |
(1.8) |
Amortisation of costs |
(0.3) |
(0.1) |
Drawdowns |
(30.0) |
– |
Payment of lease liabilities |
– |
0.3 |
At 31 March 2025 |
(119.7) |
(1.6) |
Amortisation of costs |
0.1 |
(0.1) |
Payment of lease liabilities |
– |
0.4 |
At 31 March 2026 |
(119.6) |
(1.3) |
166
ANNUAL REPORT FY26
FINANCIALS
MOLTENVENTURES.COM
167
On 6 September 2022, the Company entered into a facility agreement relating to a debt facility (the “Debt Facility”) with J.P. Morgan Chase Bank
N.A., London Branch (“JPM”) and HSBC Bank Plc (“HSBC”), with a JPM affiliate acting as the appointed agent. The Company extended their facility
agreement, effective from 7 September 2024, with J.P. Morgan Chase Bank, N.A. (“JPM”) and HSBC Innovation Banking Limited (“HSBCIB”), which
may be used for investment and corporate purposes.
The Extended Debt Facility comprises a £120.0 million term loan (“Term Loan”) drawn on day one and a revolving credit facility (“RCF”) of up to
£60.0 million, both with a three-year tenor. Repayment date is September 2027, reflecting the extension agreed in July 2024. The headline interest
rate applied on both the Term Loan and RCF remains at SONIA plus a “margin” of 5.50% per annum. The Debt Facility is secured against various
Group assets, LP interests and bank accounts in the Group.
Drawdown of the RCF component of the Extended Debt Facility is subject to a maximum loan to value ratio of 12.5%. The Company’s ability to
satisfy its financial and non-financial covenants is dependent on the value of the investment portfolio. The value of the portfolio will continue to be
subject to ad hoc independent third-party valuation.
The Group incurred transaction fees of £0.9 million in the prior year, which are presented within loans and borrowings on the statement
of financial position and are amortised over the life of the facility. Interest-related charges are reported in the consolidated statement of
comprehensive income as finance costs.
The Debt Facility contains financial and non-financial covenants, which the Company and certain members of the Group must comply with
throughout the term of the Debt Facility:
•
Maintain a value to cost ratio of investments of at least 10% (1.10:1.00).
•
Total financial indebtedness not to exceed 20% (12.5% on each utilisation) of the value of investments in the portfolio with adjustments for
concentration limits (see below) together with the value of all amounts held in specified bank accounts subject to the security package.
•
Total aggregate financial indebtedness of the Company and certain members of the Group is not to exceed 35% (25% on each utilisation) of
the value of secured investments in the portfolio with adjustments for concentration limits calculated by reference to specified assets and bank
accounts subject to the security package.
•
The Company, and certain members of its Group, must maintain a minimum number of investments subject to concentration limits connected
to sector, geography, joint or collective value, and/or listed status.
Failure to satisfy financial covenants may limit the Company’s ability to borrow and/or also trigger events of default, which in some instances could
trigger a cash sweep on realisations and/or require the Company to cure those breaches by repaying the Debt Facility (either partially or in full).
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Bank loan senior facility amount |
180.0 |
180.0 |
Interest rate |
SONIA + 5.5% |
SONIA + 5.5% |
Drawn at balance sheet date |
(120.0) |
(120.0) |
Arrangement fees |
0.4 |
0.3 |
Loan liability balance |
(119.6) |
(119.7) |
Undrawn facilities at balance sheet date |
60.0 |
60.0 |
23(ii). Leases
The Group leases office buildings in London for use by its staff. Information about leases for which the Group is a lessee is presented below. The
Group also has an office in Dublin, however this contract is classified as a service contract and not a lease. This is not deemed to be a lease as it has
been assessed not to be controlled by the Group as these are managed offices with no alterations to the space allowed by the Group. The Group
leases IT equipment such as printers for use by staff. The Group has elected to apply the recognition exemption for leases of low value to these
leases.
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Right-of-use asset |
1.3 |
1.7 |
Total |
1.3 |
1.7 |
i. Lease liabilities
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Current |
(0.4) |
(0.3) |
Non-current |
(0.9) |
(1.3) |
Total |
(1.3) |
(1.6) |
Additions to the right-of-use assets during the year ending 31 March 2026 were Nil (year ending 31 March 2025: £2.0m).
Notes to the consolidated financial statements
continued
continued
23. Financial liabilities
ii.
Amounts recognised in the consolidated statement of comprehensive income
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Interest on lease liabilities |
(0.1) |
(0.1) |
Depreciation charge for the period on right-of-use assets |
(0.3) |
(0.3) |
Deferred tax is calculated in full on temporary differences under the balance sheet liability method using the tax rate expected to apply when the
temporary differences reverse. See breakdown below:
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Arising on share-based payments |
1.1 |
(1.2) |
Arising on the investment portfolio |
(14.1) |
(11.4) |
Other timing differences |
– |
(0.1) |
Deferred tax liability |
(13.0) |
(12.7) |
Ordinary share capital
Year ended 31 March 2026 – Allotted and fully paid |
Number |
Pence |
£m |
As at 1 April |
189,046,450 |
1 |
1.9 |
As at 31 March |
189,046,450 |
1 |
1.9 |
Year ended 31 March 2025 – Allotted and fully paid |
Number |
Pence |
£m |
As at 1 April |
189,046,450 |
1 |
1.9 |
As at 31 March |
189,046,450 |
1 |
1.9 |
Share premium
31 March 2026 |
31 March 2025 |
|
Allotted and fully paid |
£m |
£m |
As at 1 April |
671.2 |
671.2 |
Premium arising on the issue of ordinary shares |
– |
– |
Equity issuance costs |
– |
– |
As at 31 March |
671.2 |
671.2 |
i. Own shares reserve
Own shares are shares held in Molten Ventures plc that are held by Molten Ventures Employee Benefit Trust (“Trust”) and shares in Molten Ventures
plc repurchased as part of a share buyback programme during the year.
Shares held in Molten Ventures plc held by the Trust are for the purpose of issuing shares under the Molten Ventures plc 2016 Company Share
Options Plan, Long-Term Incentive Plan and Deferred Bonus Plan. Shares issued to employees are recognised on a weighted average cost basis.
The Trust holds 0.5% of the issued share capital at 31 March 2026.
168
ANNUAL REPORT FY26
FINANCIALS
MOLTENVENTURES.COM
169
For the year ended 31 March 2026, the Company acquired a total of 10,049,610 (31 March 2025: 4,871,767 31) ordinary shares (representing
approximately 5.3% of the Company's issued share capital) (31 March 2025: 2.6%) under its share buyback programme, for an aggregate
consideration of £37.5m (31 March 2025: £16.6m) at an average price of 373 pence per share (31 March 2025: 340 pence per share). Fees incurred
in connection with the buyback programme were £150k (31 March 2025: £68k). All repurchased shares are held in treasury. Details of individual
transactions were announced via regulatory news service announcements during the year. The repurchased shares and directly associated fees are
recognised directly in equity.
31-Mar-26 |
31-Mar-25 |
|||
No. of shares |
No. of shares |
|||
m |
£m |
m |
£m |
|
As at 1 April |
(6.6) |
(27.8) |
(1.1) |
(8.8) |
Acquisition of shares by the Trust |
(0.2) |
(0.5) |
(0.6) |
(2.1) |
Acquisition of shares as part of the share buy back programme |
(10.0) |
(37.5) |
(4.9) |
(16.9) |
Disposal or transfer of shares by the Trust* |
0.7 |
3.1 |
– |
– |
As at 31 March |
(16.1) |
(62.7) |
(6.6) |
(27.8) |
* Disposals or transfers of shares by the Trust also include shares transferred to employees net of exercise price with no resulting cash movements. Cash receipts in respect of sale of
ii. Other reserves
The following table shows a breakdown of the “other reserves” line in the consolidated statement of financial position and the movements in
those reserves during the period. A description of the nature and purpose of each reserve is provided below the table.
Share-based |
||||
payments |
Share-based |
|||
reserve resulting |
payments |
|||
from Company |
reserve resulting |
|||
Merger relief |
share option |
from acquisition |
Total other |
|
reserve |
scheme |
of subsidiary |
reserves |
|
Year ending 31 March 2026 |
£m |
£m |
£m |
£m |
As at 1 April |
50.0 |
18.8 |
10.8 |
79.6 |
Share-based payments |
– |
2.6 |
– |
2.6 |
Share-based payments – exercised during the period |
– |
(1.7) |
– |
(1.7) |
Share-based payments – Lapsed & Expired |
– |
(3.2) |
– |
(3.2) |
As at 31 March |
50.0 |
16.5 |
10.8 |
77.3 |
Share-based |
||||
payments |
Share-based |
|||
reserve resulting |
payments |
|||
from Company |
reserve resulting |
|||
Merger relief |
share option |
from acquisition |
Total other |
|
reserve |
scheme |
of subsidiary |
reserves |
|
Year ending 31 March 2025 |
£m |
£m |
£m |
£m |
As at 1 April |
50.0 |
13.9 |
10.8 |
33.3 |
Share-based payments |
– |
4.9 |
– |
4.9 |
As at 31 March |
50.0 |
18.8 |
10.8 |
79.6 |
Merger relief reserve
In accordance with the Companies Act 2006, a Merger Relief Reserve of £13.1 million (net of the cost of share capital issued of £80,000) was
created on the issue of 4,392,332 ordinary shares for 300 pence each in Molten Ventures plc as consideration for the acquisition of 100% of the
capital interests in Esprit Capital Partners LLP on 15 June 2016.
A Merger Relief Reserve of £36.9 million was created on the issue of 14,785,049 ordinary Shares of 250 pence each in Molten Venture plc as
consideration for the acquisition of 100% of the capital interest in Forward Partners Group plc on 14 March 2024.
Share-based payment reserve
Where the Group engages in equity-settled share-based payment transactions, the fair value at the date of grant is recognised as an expense
over the vesting period of the options. The corresponding credit is recognised in the share-based payment reserve. Please see Note 14 for further
Notes to the consolidated financial statements
continued
170
ANNUAL REPORT FY26
activities
Year ended |
Year ended |
||
31 March 2026 |
31 March 2025 |
||
Notes |
£m |
£m |
|
Adjustments to reconcile operating profit/(loss) to net cash outflow in operating activities: |
|||
Revaluation of investments held at fair value through profit or loss |
6 |
(141.6) |
(22.7) |
Depreciation and amortisation |
15, 18 |
0.5 |
0.3 |
Share-based payments – resulting from Company share option scheme |
14 |
2.6 |
4.9 |
Finance income |
11 |
(2.1) |
(2.9) |
Finance expense |
11 |
12.2 |
12.7 |
Increase in deferred tax |
24 |
0.3 |
1.0 |
Increase in trade and other receivables and other working capital movements |
21 |
(2.2) |
(0.3) |
Increase in trade and other payables |
22 |
0.1 |
4.1 |
Adjustments to reconcile operating profit/(loss) to net cash outflow in operating activities |
(130.2) |
(2.9) |
The Molten Ventures Group makes contributions to personal pension schemes set up to benefit its employees. The Group has no interest in the
assets of these schemes and there are no liabilities arising from them beyond the agreed monthly contribution for each employee or member that
i. Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and
measured at fair value in the financial statements. This section should be read with reference to Note 5(a) and Note 16. As outlined in Note 5(a),
valuation of unquoted equity investments at fair value through profit or loss is a critical accounting estimate and actuals may differ from estimates.
The Group has considered the impact of ESG and climate-related risks on its portfolio, and consider these to be currently immaterial to the value
of our portfolio for FY26, owing to the nature of the underlying investments (FY25: immaterial) and taking into consideration the climate risk
impact channels and their financial impact across the portfolio companies, however this will be monitored each year to assess any changes. The
Group recognised a number of climate-related opportunities within the portfolio via our Climate Tech thesis. The inputs to our valuations are
described in the sensitivities analysis table below, and because these are more short-term in nature (e.g. forecast revenue for the current year
applied to current market multiples, and recent transactions), we do not currently see any material impacts on these inputs from the longer term
risks described in our TCFD report and, therefore, values as at 31 March 2026. We also recognise that, although the risks are not currently material,
they could become material in the medium to long-term without mitigating actions, which are described within the TCFD section of the Strategic
Report. For further discussion of our climate-related risks and opportunities, please see our TCFD and Principal Risks section of the Strategic
Report.
The Group classifies financial instruments measured at fair value through profit or loss (“FVTPL”) according to the following fair value hierarchy
prescribed under the accounting standards:
•
Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement
date (31 March 2026; and 31 March 2025 for comparatives);
•
Level 2: inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
•
Level 3: inputs are unobservable inputs for the asset or liability.
All financial instruments measured at FVTPL in both periods presented are financial assets relating to holdings in high-growth technology
companies. The Group invests in special purpose vehicles and limited partnerships, which are considered to be investment companies that invest
mostly in equities for the benefit of the Group. As set out in Note 4(b), these are held at their respective net asset values and, as such, are noted
to be all Level 3 for FY25 and FY26. For details of the reconciliation of those amounts please refer to Note 16. The additional disclosures below are
made on a look-through basis and are based on the Gross Portfolio Value (“GPV”). In order to arrive at the Net Portfolio Value (“NPV”), which is
the value recognised as investments held at FVTPL in the statement of financial position, the GPV is subject to deductions for the fair value of carry
FINANCIALS
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171
liabilities and adjustments for Irish deferred tax. UK deferred tax is recognised in the consolidated statement of financial position as a liability to
align the recognition of deferred tax to the location in which it will likely become payable on realisation of the assets. For details of the GPV and its
reconciliation to the investment balance in the financial statements, please refer to the extract of the Gross Portfolio Value table below:
Fair Value of |
Non- |
Fair Value |
Fair Value of |
|||||
Investments |
investment |
Movement |
movement |
Investments |
||||
31 March |
cash |
in Foreign |
Movement |
31 March |
31 March |
|||
2025 |
Investments |
Realisations |
movement |
Exchange |
in Fair Value |
2026 |
2026 |
|
Investments |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Gross Portfolio Value |
1,367.4 |
89.5 |
(119.6) |
– |
16.2 |
171.9 |
188.1 |
1,525.4 |
Carry External |
(87.5) |
– |
7.8 |
– |
– |
(31.0) |
(31.0) |
(110.7) |
Portfolio Deferred tax |
– |
– |
– |
– |
– |
(1.4) |
(1.4) |
(1.4) |
Trading carry & co-invest |
– |
– |
– |
– |
– |
– |
– |
– |
Non-investment cash movement |
– |
– |
– |
14.1 |
– |
(14.1) |
(14.1) |
– |
Net Portfolio Value |
1,279.9 |
89.5 |
(111.8) |
14.1 |
16.2 |
125.4 |
141.6 |
1,413.3 |
Fair Value of |
Non- |
Fair Value |
Fair Value of |
|||||
Investments |
investment |
Movement |
movement |
Investments |
||||
31 March |
cash |
in Foreign |
Movement |
31 March |
31 March |
|||
2024 |
Investments |
Realisations |
movement |
Exchange |
in Fair Value |
2025 |
2025 |
|
Investments |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Gross Portfolio Value |
1,378.9 |
72.6 |
(134.6) |
– |
(21.6) |
72.1 |
50.5 |
1,367.4 |
Carry external |
(87.1) |
– |
12.4 |
– |
– |
(12.8) |
(12.8) |
(87.5) |
Portfolio deferred tax |
– |
– |
– |
– |
– |
– |
– |
– |
Trading carry and co-invest |
0.3 |
– |
– |
– |
– |
(0.3) |
(0.3) |
– |
Non-investment cash movement |
– |
– |
– |
14.7 |
– |
(14.7) |
(14.7) |
– |
Net Portfolio Value |
1,292.1 |
72.6 |
(122.2) |
14.7 |
(21.6) |
44.3 |
22.7 |
1,279.9 |
Carry external – this relates to accrued carry that is due to former and current employees or managers external to the Group. These values are
calculated based on the reported fair value, applying the provisions of the limited partnership agreements to determine the value that would be
payable by the Group’s investment entities to external managers and the carried interest partnerships.
Portfolio deferred tax – this relates to tax accrued against gains in the portfolio to reflect those portfolio companies where tax is expected to
be payable on exits. This relates to Irish deferred tax only. UK deferred tax is recognised in the consolidated statement of financial position as a
liability to align the recognition of deferred tax to the location in which it will likely become payable on realisation of the assets. These values are
calculated based on unrealised fair value of investments at reporting date at the applicable tax rate.
Trading carry and co-invest – this relates to accrued carry that is due to the Group.
Non-investment cash movements – this relates to cash movements relating to management fees and other non-investment cash movements to
the subsidiaries held at FVTPL.
During the year ending 31 March 2026, no Level 1 investments were realised. There had been no transfers out of Level 3 and into Level 1 in either
period. The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period.
Notes to the consolidated financial statements
continued
continued
29. Fair value measurements
172
ANNUAL REPORT FY26
Fair value measurements | Level 1 | Level 2 | Level 3 | Total |
At 31 March 2026 | £m | £m | £m | £m |
Financial assets at fair value through profit or loss | ||||
Quoted investments | – | – | – | – |
Unquoted investments being made up of: | ||||
Unquoted investments – enterprise technology | – | – | 592.3 | 592.3 |
Unquoted investments – consumer technology | – | – | 217.3 | 217.3 |
Unquoted investments – hardware and deeptech | – | – | 335.4 | 335.4 |
Unquoted investments – digital health | – | – | 47.9 | 47.9 |
Unquoted investments – other* | – | – | 332.5 | 332.5 |
Total financial assets | – | – | 1,525.4 | 1,525.4 |
Fair value measurements | Level 1 | Level 2 | Level 3 | Total |
At 31 March 2025 | £m | £m | £m | £m |
Financial assets at fair value through profit or loss | ||||
Quoted investments | – | – | – | – |
Unquoted investments being made up of: | ||||
Unquoted investments – enterprise technology | – | – | 540.0 | 540.0 |
Unquoted investments – consumer technology | – | – | 235.7 | 235.7 |
Unquoted investments – hardware and deeptech | – | – | 289.5 | 289.5 |
Unquoted investments – digital health | – | – | 34.1 | 34.1 |
Unquoted investments – other* | – | – | 268.1 | 268.1 |
Total financial assets | – | – | 1,367.4 | 1,367.4 |
* ”other” includes Fund of Funds investments and Earlybird investments where we do not perform a look-through valuation. This differs from the analysis in the Strategic Report in
order to align to valuation methodologies. Within the Strategic Report, additional Earlybird companies are included within the sector analysis.
ii. Valuation techniques used to determine fair values
The fair value of unlisted securities is established with reference to the IPEV Guidelines. In line with the IPEV Guidelines, the Group may base
valuations on earnings or revenues where applicable, market comparables, calibrated price of recent investment in the investee companies,
or on net asset values of underlying funds (“NAV of underlying funds”). An assessment will be made at each measurement date as to the most
appropriate valuation methodology, including that for investee companies owned by third-party funds that Molten Ventures plc invests in and
which are valued on a look-through basis.
Financial instruments, measured at fair value, categorised as Level 3 can be split into three main valuation techniques:
•
Calibrated price of recent investment;
•
Revenue-multiple; and
•
NAV of underlying fund.
FINANCIALS
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173
Each portfolio company will be subject to individual assessment.
For a valuation based on calibrated price of recent investment, the recent round enterprise value is calibrated against the equivalent value
at year-end using a revenue-multiple valuation methodology as well as in relation to technical/product milestones since the round and the
company’s trading performance relative to the expectations of the round.
For a valuation based on a revenue-multiple, the main assumption is the multiple. The multiple is derived from comparable listed companies or
relevant market transaction multiples. Companies in the same industry, geography, and, where possible, with a similar business model and profile
are selected and then adjusted for factors including liquidity risk, growth potential and relative performance.
Where the Group invests in Fund of Fund investments, the value of the portfolio will be reported by the fund to the Group. The Group will ensure
that the valuations comply with the Group policy and that they are adjusted with any cash and known valuation movements where reporting
periods do not align.
See also Note 5(a) where valuation policies are discussed in more detail.
iii. Fair value measurements using significant unobservable inputs (Level 3)
The table below presents the changes in Level 3 items for the years ending 31 March 2025 and 31 March 2026.
Level 3 valuations | £m |
Opening balance at 1 April 2024 | 1,378.9 |
Investments | 72.6 |
Losses | 50.5 |
Realisations | (134.6) |
Unadjusted closing balance at 31 March 2025 | 1,367.4 |
Transfer to Level 1 | – |
Closing balance at 31 March 2025 | 1,367.4 |
Investments | 89.5 |
Gains | 188.1 |
Realisations | (119.6) |
Unadjusted closing balance at 31 March 2026 | 1,525.4 |
Transfer to Level 1 | – |
Closing balance at 31 March 2026 | 1,525.4 |
Notes to the consolidated financial statements
continued
continued
29. Fair value measurements
174
ANNUAL REPORT FY26
iv.
Valuation inputs and relationships for fair value
The following table summarises the quantitative information about the significant unobservable inputs used in Level 3 fair value measurements:
Fair value | Fair value | |||||
impact of | impact of | |||||
Valuation | Fair value at | Sensitivity on | sensitivities | sensitivities | ||
technique | Sector | Significant input* | 31-Mar-26 | significant input | (£m) +10% | (£m) -10% |
Calibrated | All | Calibrated round enterprise value – Pre and | 545.2 | 10% sensitivity applied | 497.4 | 586.8 |
price of | post year- end round enterprise values have | to the premium and | (FY25: 440.8) | (FY25: 550.4) | ||
recent | been calibrated with appropriate premiums | (FY25: 493.9) | discount to last round | 101.3 | 121.7 | |
investment | Enterprise | and discounts taken to reflect movements in | 113.2 | price | ||
tech | publicly listed peer multiples, future revenue | |||||
projections and timing risk. Premiums and | ||||||
discounts were applied to 56% (2025: 40%) | (FY25: 180.6) | (FY25: 166.8) | (FY25: 194.3) | |||
Consumer | of the fair value of investments measured at | 181.1 | 163.0 | 199.2 | ||
tech | calibrated price of recent investment. The | |||||
range of premiums applied is 4.0% - 94.6% | (FY25: 181.5) | (FY25: 158.1) | (FY25: 200.2) | |||
(2025: 0.3% to 1.9%). The range of discounts | 210.3 | 195.3 | 225.3 | |||
Hardware & | taken is 1.1% - 71.7% (2025: 0.2% - 89.6%). | |||||
Deeptech | The weighted average discount taken is | |||||
16.2% (2025: 15%). Less discounts have | (FY25: 126.6) | (FY25: 111.3) | (FY25: 150.3) | |||
been applied in the current year, reflecting | 40.6 | 37.8 | 40.6 | |||
Digital health | calibration to the market. | |||||
& wellness | (FY25: 5.2) | (FY25: 4.6) | (FY25: 5.6) | |||
Market | All | Revenue-multiples are applied to the | 647.7 | 10% sensitivity applied | 706.5 | 583.9 |
comparables | revenue of our portfolio companies to | (FY25: 605.8) | to the revenue–multiple | (FY25: 658.6) | (FY25: 542.7) | |
determine their enterprise value. | 10% sensitivity applied | 706.5 | 583.9 | |||
Implied revenue-multiple – the portfolio | to the revenue of the | |||||
we have is diversified across sectors and | portfolio company | (FY25: 658.6) | (FY25: 542.7) | |||
geographies and the companies which | ||||||
Enterprise | have valuations based on revenue- | 479.1 | 10% sensitivity applied | 522.1 | 433.3 | |
tech | multiples have a range of multiples of | (FY25: 359.7) | to the revenue–multiple | (FY25: 394.1) | (FY25: 325.0) | |
between 0.7x - 22.0x (2025: 0.9x–17.0x) and | ||||||
a weighted average multiple of 5.4x | 10% sensitivity applied | 522.1 | 433.3 | |||
(2025: 6.7x). | to the revenue of the | (FY25: 394.1) | (FY25: 325.0) | |||
Revenue – we select forward revenues | portfolio company | |||||
Consumer | from our portfolio companies mostly with | 36.2 | 10% sensitivity applied | 39.7 | 32.7 | |
tech | reference to financial updates in their | (FY25: 54.2) | to the revenue–multiple | (FY25: 58.0) | (FY25: 49.8) | |
board packs, adjusted where required in | ||||||
the event we do not have forward-looking | 10% sensitivity applied | 39.7 | 32.7 | |||
information. Our core portfolio makes up | to the revenue of the | (FY25: 58.0) | (FY25: 49.8) | |||
64% (2025: 61%) of the GPV and revenue | portfolio company | |||||
Hardware & | growth in the core portfolio for 2026 is | 125.1 | 10% sensitivity applied | 136.9 | 111.5 | |
Deeptech | 40% (2025: 36%). The multiple range has | (FY25: 163.0) | to the revenue–multiple | (FY25: 175.2) | (FY25: 141.9) | |
changed from the prior financial year to | ||||||
March 2026, now ranging between 0.7x | 10% sensitivity applied | 136.9 | 111.5 | |||
and 22.0x (FY25: 0.9x–17.0x). There has also | to the revenue of the | (FY25: 175.2) | (FY25: 141.9) | |||
been a decrease in the weighted average | portfolio company | |||||
Digital health | multiple to 5.4x (FY25: 6.7x), reflecting the | 7.3 | 10% sensitivity applied | 7.8 | 6.4 | |
& wellness | more significant weighting of larger assets. | (FY25: 28.9) | to the revenue–multiple | (FY25: 31.3) | (FY25: 26.0) | |
10% sensitivity applied | 7.8 | 6.4 | ||||
to the revenue of the | (FY25: 31.3) | (FY25: 26.0) | ||||
portfolio company | ||||||
NAV of | All | NAV of funds, adjusted where required | 332.5 | 10% sensitivity applied | 365.8 | 299.3 |
underlying | – net asset values of underlying funds | (FY25: 267.7) | to the adjusted NAV of | (FY25: 294.6) | (FY25: 241.0) | |
fund | Enterprise | reported by the manager. These are | funds | |||
tech | reviewed for compliance with our policies | – | – | – | ||
and are calibrated for any cash and known | (FY25: nil) | (FY25: nil) | (FY25: nil) | |||
Consumer | valuation movements where reporting | – | – | – | ||
tech | periods do not align. | (FY25: nil) | (FY25: nil) | (FY25: nil) | ||
Hardware & | – | – | – | |||
Deeptech | (FY25: nil) | (FY25: nil) | (FY25: nil) | |||
Digital health | – | – | – | |||
& wellness | (FY25: nil) | (FY25: nil) | (FY25: nil) | |||
Other | 332.5 | 365.8 | 299.3 | |||
(FY25: 267.7) | (FY25: 294.9) | (FY25: 241.3) |
*There were no significant inter-relationships between unobservable inputs that materially affect fair values.
FINANCIALS
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175
v.
Valuations processes
The Audit, Risk and Valuations Committee is responsible for ensuring that the financial performance of the Group is properly reported on
and monitored. In addition to continuous portfolio monitoring through the Board positions held in portfolio companies and the Investment
Committee, a bi-annual strategy day is held every six months to discuss the investment performance and valuations of the portfolio companies.
The Investment Team leads discussions focused on business performances and key developments, exit strategy and time lines, revenue and
EBITDA progression, funding rounds and latest capitalisation table, and valuation metrics of listed peers. Valuations are prepared every six months
by the Finance Team during each reporting period, with direct involvement and oversight from the CFO. Challenge and approvals of valuations
Financial risk management
Financial risks are usually grouped by risk type: market, liquidity and credit risk. These risks are discussed in turn below.
A significant portion of the Group’s investments and cash deposits are denominated in a currency other than Sterling. The principal currency
exposure risk is to changes in the exchange rate between GBP and USD/EUR. Presented below is an analysis of the theoretical impact of 10%
volatility in the exchange rate on Shareholder equity.
Theoretical impact of a change in the exchange rate of +/-10% between GBP and USD/EUR would be as follows:
31 March 2026 |
31 March 2025 |
|
Foreign currency exposures – Investments |
£m |
£m |
Investments – exposures in EUR |
655.7 |
614.1 |
10% decrease in GBP |
721.3 |
682.4 |
10% increase in GBP |
590.1 |
558.3 |
Investments – exposures in USD |
454.8 |
326.6 |
10% decrease in GBP |
500.3 |
362.8 |
10% increase in GBP |
409.3 |
296.9 |
Certain cash deposits held by the Group are denominated in Euros and US Dollars. The theoretical impact of a change in the exchange rate of +/-
10% between GBP and USD/EUR would be as follows:
31 March 2026 |
31 March 2025 |
|
Foreign currency exposures – Cash |
£m |
£m |
Cash denominated in EUR |
9.5 |
8.5 |
10% decrease in EUR: GBP |
8.5 |
7.7 |
10% increase in EUR: GBP |
10.4 |
9.4 |
Cash denominated in USD |
11.8 |
12.0 |
10% decrease in USD: GBP |
10.6 |
10.9 |
10% increase in USD: GBP |
13.0 |
13.3 |
The combined theoretical impact on Shareholders’ equity of the changes to revenues, investments and cash and cash equivalents of a change in
the exchange rate of +/- 10% between GBP and USD/EUR would be as follows:
31 March 2026 |
31 March 2025 |
|
Foreign currency exposures – Equity |
£m |
£m |
Shareholders’ Equity |
1,323.8 |
1,235.8 |
10% decrease in EUR: GBP/USD: GBP |
1,191.4 |
1,054.6 |
10% increase in EUR: GBP/USD: GBP |
1,456.2 |
1,289.0 |
Market risk – Price risk
Market price risk arises from the uncertainty about the future prices of financial instruments held in accordance with the Group’s investment
objectives. It represents the potential loss that the Group might suffer through holding market positions in the face of market movements. As
stated in Note 5(a) and Note 29, valuation of unquoted equity investments at fair value through profit or loss is a critical accounting estimate and
actuals may differ from estimates.
The Group is exposed to equity price risk in respect of equity rights and investments held by the Group and classified on the balance sheet as
financial assets at fair value through profit or loss (Note 29). These equity rights are held mostly in unquoted high-growth technology companies
and are valued by reference to revenue or earnings multiples of quoted comparable companies (taken as at the year-end date), last round
price (calibrated against market comparables), or NAV of underlying fund, and also in certain quoted high-growth technology companies – as
discussed more fully in Note 5(a). These valuations are subject to market movements.
The Group seeks to manage this risk by routinely monitoring the performance of these investments, employing stringent investment appraisal processes.
Notes to the consolidated financial statements
continued
continued
30. Financial instruments risk
176
ANNUAL REPORT FY26
Theoretical impact of a fluctuation in equity prices of +/-10% would be as follows:
| Valuation methodology |
||||||
| Calibrated price of |
||||||
Revenue–multiple £m |
NAV of underlying fund £m |
recent investment £m |
||||
-10% |
10% |
-10% |
10% |
-10% |
10% |
|
As at 31 March 2026 |
(76.6) |
51.7 |
(33.3) |
33.3 |
(55.8) |
44.2 |
As at 31 March 2025 |
(58.4) |
56.9 |
(26.8) |
26.8 |
(44.0) |
45.9 |
Given the impact on both private and public markets from current market volatility, which could impact the valuation of our unquoted and
quoted equity investments, we further flexed by 20% in order to analyse the impact on our portfolio of larger market movements. Theoretical
impact of a fluctuation of +/- 20% would have the following impact:
| Valuation methodology |
||||||
| Calibrated price of |
||||||
Revenue–multiple £m |
NAV of underlying fund £m |
recent investment £m |
||||
-20% |
20% |
-20% |
20% |
-20% |
20% |
|
As at 31 March 2026 |
(139.6) |
107.5 |
(66.5) |
66.5 |
(102.5) |
93.0 |
As at 31 March 2025 |
(117.9) |
111.0 |
(53.6) |
53.6 |
(89.0) |
91.7 |
Cash and cash equivalents comprise of cash and short-term bank deposits with an original maturity of three months or less held in readily
accessible bank accounts. There is no restricted cash as at 31 March 2026 and 31 March 2025. The carrying amount of these assets is approximately
equal to their fair value. Responsibility for liquidity risk management rests with the Board of Molten Ventures plc, which has established
a framework for the management of the Group’s funding and liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves and by continuously monitoring forecast and actual cash flows. The utilisation of the debt facility and requirement
for utilisation requests is monitored as part of this process, the debt facility is not linked to the liquidity of the Group and further drawdowns
on the debt facility have been considered within the Going Concern assessment. For the contractual maturities of the Group’s liabilities see
tables below.
Contractual maturities of liabilities |
Less than |
Between |
Between |
Total contractual |
Carrying |
|
at 31 March 2026 (£m) |
6 months |
6–12 months |
1–2 years |
2–5 years |
cash flows |
amount |
Trade and other payables |
(13.2) |
– |
– |
– |
(13.2) |
(13.2) |
Fees on facility |
0.2 |
– |
– |
– |
0.2 |
0.2 |
Facility |
(5.9) |
(5.9) |
(11.8) |
(95.9) |
(119.5) |
(120.0) |
Provisions |
– |
(0.1) |
– |
– |
(0.1) |
(0.1) |
Current lease liabilities |
(0.2) |
(0.2) |
– |
– |
(0.4) |
(0.4) |
Non-current lease liabilities |
– |
– |
(0.8) |
(0.1) |
(0.9) |
(0.9) |
Total shown in the |
||||||
statement of financial position |
(19.1) |
(6.2) |
(12.6) |
(96.0) |
(133.9) |
(134.4) |
Contractual maturities of liabilities |
Less than |
Between |
Between |
Total contractual |
Carrying |
|
at 31 March 2025 (£m) |
6 months |
6–12 months |
1–2 years |
2–5 years |
cash flows |
amount |
Trade and other payables |
(13.0) |
(0.1) |
– |
– |
(13.1) |
(13.1) |
Fees on facility |
0.6 |
– |
– |
– |
0.6 |
0.6 |
Facility |
(6.3) |
(6.3) |
(126.3) |
– |
(138.9) |
(120.0) |
Provisions |
– |
(0.1) |
– |
– |
(0.1) |
(0.1) |
Current lease liabilities |
(0.1) |
(0.2) |
– |
– |
(0.3) |
(0.3) |
Non-current lease liabilities |
– |
– |
(0.8) |
(0.5) |
(1.3) |
(1.3) |
Total shown in the |
||||||
statement of financial position |
(18.8) |
(6.7) |
(127.1) |
(0.5) |
(153.1) |
(134.2) |
Lease liabilities fall due over the term of the lease. The debt facility has a term of three years – for further details, see Note 23(i). All other Group
As part of our Fund of Funds, Earlybird, Irish Co-Invest and Molten SP I LP strategy, we make commitments to funds to be drawn down over the
FINANCIALS
MOLTENVENTURES.COM
177
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss. The Group is exposed to this
risk for various financial instruments, for example by granting receivables to customers and placing deposits. As part of the Group’s investments,
the Group invests in debt instruments such as bridging loans and convertible loan notes (included within the investments held at FVTPL). This
is not included below as the risk is considered as part of the fair value measurement. The Group’s trade receivables are amounts due from the
investment funds under management, or underlying portfolio companies. The Group’s maximum exposure to credit risk is limited to the carrying
amount of trade receivables, cash and cash equivalents, and restricted cash at each period-end is summarised below:
31 March 2026 |
31 March 2025 |
|
Classes of financial assets impacted by credit risk, carrying amounts |
£m |
£m |
Trade and other receivables |
4.1 |
1.9 |
Cash and cash equivalents |
51.7 |
89.0 |
Total |
55.8 |
90.9 |
are the investment funds managed by the Group, and in these the Group has control of the banking as part of its management responsibilities.
Investments in unlisted securities are held within limited partnerships for which Esprit Capital Partners LLP acts as manager, and, consequently, the
Group has responsibility itself for collecting and distributing cash associated with these investments. The credit risk of amounts held on deposit is
limited by the use of reputable banks with high-quality external credit ratings and, as such, is considered negligible. The Group has an agreed list
of authorised counterparties. Authorised counterparties and counterparty credit limits are established within the parameters of the Group Treasury
Policy to ensure that the Group deals with creditworthy counterparties and that counterparty concentration risk is addressed. Any changes to
the list of authorised counterparties are proposed by the CFO after carrying out appropriate credit worthiness checks and any other appropriate
information, and the changes require approval from the Board. Cash at 31 March 2026 is held with the following institutions (and their respective
Moody’s credit rating): (1) Barclays Bank plc (baa2); and (2) HSBC UK Limited (Aa3). Cash equivalents at 31 March 2026 comprise of a holding in
The Group’s objectives when managing capital are to:
•
safeguard their ability to continue as a going concern, so that they can continue to provide returns for Shareholders and benefits for other
stakeholders; and
•
maintain an optimal capital structure.
The Group is funded through equity and debt at the balance sheet date. During the period, the Group had £120m term loan which has been fully
drawn and an undrawn £60m revolving credit facility, please refer to Note 23(i) for further details regarding the loan.
In order to maintain or adjust the capital structure, the Group may make distributions to Shareholders, return capital to Shareholders, issue new
Interest rate risk
The Group’s interest rate risk arises from borrowings on the £180.0 million Debt Facility with JPM and HSBC, which was entered into in September
2022 and extended in September 2024, at which point £120.0 million term loan was drawn down (31 March 2025: £120.0 million drawn). The
Group’s borrowings are denominated in GBP and are carried at amortised cost.
£30m was drawndown from the facility when the loan was extended in 7 September 2024.
The term loan balance remains outstanding at the year-end. The interest charged on future drawdowns will fluctuate with the movements
Notes to the consolidated financial statements
continued
178
ANNUAL REPORT FY26
The Group has various related parties stemming from relationships with Limited Partnerships managed by the Group, its investment portfolio, its
advisory arrangements/Directors’ fees (Board seats) and its key management personnel.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the
Group, and are considered to be the Directors of the Company listed on pages 84 and 85 of the annual report.
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Wages and salaries |
2.5 |
2.4 |
Share-based payment |
0.6 |
0.0 |
Defined contribution pension costs |
0.2 |
0.2 |
Social security contributions and similar taxes |
0.5 |
0.3 |
Carried interest paid |
1.8 |
2.8 |
Total |
5.6 |
5.7 |
The details of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Directors’ Remuneration Report on
page 118, form part of these consolidated financial statements.
During the year, employees of Molten Ventures plc, including key management personnel were granted and exercised share options – see
Transactions with other related parties
In addition to key management personnel, the Company has related parties in respect of its subsidiaries and other related entities.
Management fees
Fees are received by the Group in respect of the EIS and VCT funds as well as unconsolidated structured entities managed by Esprit Capital
Partners LLP, which is consolidated into the Group. The EIS funds are managed by Encore Ventures LLP under an Investment Management
Agreement; Encore Ventures LLP is a consolidated subsidiary of the Group. Molten Ventures VCT plc is managed under an Investment
Management Agreement by Elderstreet Investments Limited, which is a consolidated subsidiary of the Group. Management fees are received by
the Group in respect of these contracts. See Note 4(b) for further information on consolidation.
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
Management fees recognised in the statement of comprehensive income resulting from related party transactions |
£m |
£m |
Management fees from unconsolidated structured entities |
12.2 |
12.0 |
Management fees from EIS and VCT funds |
3.3 |
6.1 |
Directors’ fees
Administration fees for the provision of Director services are received where this has been agreed with the portfolio companies. These amounts
are immaterial. At times, expenses incurred relating to Director services can be recharged to portfolio companies – these are also immaterial.
Molten Ventures does not exercise control or management through any of these Non-Executive positions.
Carry payments
Carry was paid to 26 beneficiaries in the year, of which the below was to related parties. Carry payments have been made in respect of Esprit
Capital III LP, Esprit Capital IV LP, and Esprit Investments (2)(B)(II) LP to key management personnel in FY25 and FY26. Please see the Directors’
Remuneration Report for further details.
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Carry payments |
1.8 |
3.5 |
Performance fees
Performance fees have not been paid during the year by the EIS and VCT funds to Encore Ventures LLP. At 31 March 2026, £0.1 million was unpaid
(31 March 2025: £0.4 million).
Year ended |
Year ended |
|
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Performance fees |
0.1 |
0.4 |
FINANCIALS
MOLTENVENTURES.COM
179
Unconsolidated structured entities
The Group has exposure to a number of unconsolidated structured entities as a result of its venture capital investment activities.
The Group ultimately invests all funds via a number of limited partnerships and some via Molten Ventures plc’s wholly owned subsidiaries,
Molten Ventures (Ireland) Limited and Molten Venture Holdings Limited. These are controlled by the Group and not consolidated, but they are
held as investments at fair value through profit or loss on the consolidated statement of financial position in line with IFRS 10 (see Note 4(b) for
further details and for the list of these investment companies and limited partnerships). The material assets and liabilities within these investment
companies are the investments, which are held at FVTPL in the consolidated financial statements. Please see further details in the table below.
The Group has a beneficial interest to these assets since the acquisition and as such holds them as investments at fair value through profit and loss.
31 March | 31 March | |||||
2026 | 2025 | |||||
Name of undertaking | Registered office | Activity | Holding | Country | £m | £m |
Esprit Investments (1)(B) LP | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | 12.5 | 10.3 |
London, WC2E 9BT | Group and Molten Ventures FoF I LP hold | |||||
Fund of Fund investments | ||||||
Esprit Investments (2)(B) LP | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | 92.4 | 73.3 |
London, WC2E 9BT | Group and Molten Ventures FoF I LP hold | |||||
Fund of Fund investments | ||||||
Molten Ventures (Ireland) | 32 Molesworth Street, | Investment entity | 100% | Ireland | 672.9 | 789.6 |
Limited | Dublin 2, Ireland | |||||
Esprit Capital III, L.P. | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | – | 2.9 |
London, WC2E 9BT | Group makes certain investments | |||||
Esprit Capital IV LP | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | – | 0.8 |
London, WC2E 9BT | Group makes certain investments | |||||
Esprit Investments (1) L.P. | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | 150.1 | 116.6 |
London, WC2E 9BT | Group makes certain investments | |||||
Esprit Investments (2) LP | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | 522.9 | 669.4 |
London, WC2E 9BT | Group makes certain investments | |||||
Molten Ventures Holdings | 20 Garrick Street, | Intermediate Company and Qualifying Asset | 100% | England | 523.1 | 295.1 |
Ltd | London, WC2E 9BT | Holding Company (“QAHC”) | ||||
Molten Ventures | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | 324.3 | 116.0 |
Investments LP | London, WC2E 9BT | Group makes certain investments | ||||
Molten Ventures FoF I LP | 20 Garrick Street, | Limited partnership under the Group’s | 100% | England | 42.9 | 16.0 |
London, WC2E 9BT | management which makes Fund of Fund | |||||
investments | ||||||
Molten Ventures FoF II LP | 20 Garrick Street, | Limited partnership under the Group’s | 100% | England | 0.7 | – |
London, WC2E 9BT | management which makes Fund of Fund | |||||
investments | ||||||
Molten Ventures | 20 Garrick Street, | Limited Partnership under the Group's | 56% | England | 11.3 | 11.2 |
Investments (Ireland) I LP | London, WC2E 9BT | management which makes Irish domiciled | ||||
investments | ||||||
Esprit Investments (2)(B) | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | 207.9 | 202.2 |
(II) LP | London, WC2E 9BT | Group makes certain investments | ||||
Forward Partners 1 L.P. | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | 12.4 | 14.4 |
London, WC2E 9BT | Group makes certain investments | |||||
Forward Partners III L.P. | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | 14.6 | 29.8 |
London, WC2E 9BT | Group makes certain investments | |||||
Forward Partners II L.P. | 20 Garrick Street, | Limited Partnership pursuant to which the | 100% | England | 20.7 | 14.3 |
London, WC2E 9BT | Group makes certain investments |
Notes to the consolidated financial statements
continued
continued
31. Related party transactions
Molten Ventures (Ireland) Limited invests via the following limited partnerships: Esprit Investments (1) L.P., Esprit Investments (2) LP, Esprit Capital IV
LP and Esprit Capital III LP.
Molten Ventures Holdings Limited invests in or via the following limited partnerships: Molten Ventures Investments LP, Molten Ventures FoF I LP,
Molten Ventures FoF II LP, Esprit Investments (1)(B)(SC) LP, Esprit Investments (2)(B)(ii) LP, and Molten Ventures Investments (Ireland) LP.
The investments balance in the consolidated statement of financial position also includes investments held by consolidated entities.
The Group also co-invests or historically co-invested with a number of limited partnerships (see Note 4(b) for further details). The exposure to
The Group makes commitments to Fund of Funds (including funds invested in as part of our partnership with Earlybird) as part of its investment
activity, which will be drawn down as required by the funds over their investment period. Contractual commitments for the following amounts
have been made as at 31 March 2026 but are not recognised as a liability on the consolidated statement of financial position:
31 March 2026 |
31 March 2025 |
|
£m |
£m |
|
Undrawn capital commitments |
50.3 |
55.0 |
Total capital commitments |
366.6 |
311.2 |
33. Ultimate controlling party
The Directors of Molten Ventures plc do not consider there to be a single ultimate controlling party of the Group.
34. Alternative Performance Measures (“APM”)
The Group has included the APMs listed below in this report as they highlight key value drivers for the Group and, as such, have been deemed by
the Group’s management to provide useful additional information to readers of this report. These measures are not defined by IFRS and should
be considered in addition to IFRS measures.
Gross Portfolio Value (“GPV”)
The GPV is the gross fair value of the Group’s investment holdings before deductions for the fair value of carry liabilities and any deferred tax.
The GPV is subject to deductions for the fair value of carry liabilities and deferred tax to generate the net investment value, which is reflected on
the consolidated statement of financial position as financial assets held at FVTPL. Please see Note 29(i) for a reconciliation to the net investment
balance.
This table also shows the Gross to Net movement, which is 93% in the current year calculated as the net investment value (£1,413.3 million) divided
by the GPV (£1,525.4 million). The table reflects a Gross fair value movement of £188.1 million, on an opening balance of £1,367.4 million, which is a
14% percentage change on the 31 March 2025 GPV. This is described in the report as the Gross fair value decrease/increase.
Net Portfolio Value (“NPV”)
The NPV is the net fair value of the Group’s investment holdings after deductions for the fair value of carry liabilities and any deferred tax from
the GPV.
The NPV is the value of the Group’s financial assets classified at “fair value through profit or loss” on the statement of financial position.
NAV per share
The NAV per share is the Group’s net assets attributable to Shareholders divided by the number of shares at the relevant reporting date. See the
calculation in Note 13. Please see further details relating to the calculation of the Net Portfolio Value in Note 29 (iv).
Net fair value movement
This is the fair value movement as calculated by dividing the fair value movement, excluding foreign exchange movements, by the opening Gross
Portfolio Value at the relevant period.
180
ANNUAL REPORT FY26
FINANCIALS
MOLTENVENTURES.COM
181
Gross fair value movement
This is the fair value movement as calculated by dividing the fair value movement, including foreign exchange movements, by the opening Gross
Portfolio Value at the relevant period.
Platform AuM
The latest available fair value of investments held at FVTPL and cash managed by the Group, including funds managed by Elderstreet Investments
Limited, Encore Ventures LLP, and Esprit Capital Partners LLP. This includes a deduction for Molten Ventures plc operating costs budget for the
year. We also refer to the EIS and VCT fund AUM separately within the report.
Operating costs as a % of year end NAV
This is the operating costs, net of fee income and exceptional items divided by year-end NAV.
Revolut proceeds
In May 2026, the Group received proceeds of approximately £63 million from a further partial realisation of its holding in Revolut. The proceeds
were received at the carrying value of the holding as at 31 March 2026. This has been treated as a non-adjusting post balance sheet event for the
purposes of these consolidated financial statements.
ICEYE Funding Round
On 9 June 2026, subsequent to the balance sheet date of 31 March 2026, ICEYE confirmed a Series F funding round, raising €450 million at a
valuation of over €10 billion. As part of the transaction, the Group will sell a proportion of its holding, generating proceeds of approximately
£22 million.
Following the partial realisation, the funding round implies an increase in the Net Asset Value of approximately £200 million.
There was no information available to market participants at the balance sheet date to suggest the carrying value of the Group’s holding at the
Note
Year ended
Year ended
31 March 2026
31 March 2025
£m
£m
Non-current assets
Financial assets held at fair value through profit or loss
6
1,411.2
1,277.1
Investments in subsidiary undertakings
7
13.4
13.4
Property, plant and equipment
4
1.5
1.8
Total non-current assets
1,426.1
1,292.3
Current assets
Trade and other receivables
9
18.1
13.6
Cash and cash equivalents
8
39.9
69.5
Total current assets
58.0
83.1
Current liabilities
Trade and other payables
11
(33.2)
(19.6)
Current financial liabilities
(10.4)
(0.3)
Total current liabilities
(43.6)
(19.9)
Non-current liabilities
Deferred tax
16
(13.0)
(12.7)
Provisions
(0.1)
(0.1)
Loans and borrowings
10
(120.5)
(121.0)
Total non-current liabilities
(133.6)
(133.8)
Net assets
1,306.9
1,221.7
Equity
Share capital
12
1.9
1.9
Share premium account
12
671.2
671.2
Other reserves
13
22.9
62.7
Retained earnings
610.9
485.9
Equity attributable to owners of Molten Ventures plc
1,306.9
1,221.7
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and have not presented a
statement of comprehensive income for the Company. The Company’s profit for the year ended 31 March 2026 was 120.1 million (31 March 2025:
loss of £2.2 million).
The Company financial statements should be read in conjunction with the accompanying notes. The Company financial statements on pages 182
to 190 were authorised for issue by the Board of Directors on 9 June 2026 and were signed on its behalf.
Andrew Zimmermann
Chief Financial Officer
Molten Ventures plc registered number 09799594
Company statement of financial position
As at 31 March 2026
182
ANNUAL REPORT FY26
FINANCIALS
MOLTENVENTURES.COM
183
Year ended 31 March 2026
Share
Share
Other
Retained
earnings
Total
£m
Note
capital
premium
reserves
equity
Brought forward as at 1 April 2025
1.9
671.2
62.7
485.9
1,221.7
Comprehensive income for the year
Profit for the year
–
–
–
120.1
120.1
Total comprehensive income for the year
–
–
–
120.1
120.1
Contributions by and distributions to the owners:
Share based payment expenses
14
–
–
2.6
–
2.6
Options granted and awards exercised
13
–
–
(1.7)
1.7
–
Options lapsed and expired
–
–
(3.2)
3.2
–
Acquisition of treasury shares
–
–
(37.5)
–
(37.5)
Total contributions by and distributions to the owners
–
–
(39.8)
4.9
(34.9)
Balance as at 31 March 2026
1.9
671.2
22.9
610.9
1,306.9
Year ended 31 March 2025
Share
Share
Other
Retained
earnings
Total
£m
Note
capital
premium
reserves
equity
Brought forward as at 1 April 2024
1.9
671.2
74.7
488.1
1,235.9
Comprehensive expense for the year
Loss for the year
–
–
–
(2.2)
(2.2)
Total comprehensive expense for the year
–
–
–
(2.2)
(2.2)
Contributions by and distributions to the owners:
Share based payment expenses
14
–
–
4.9
–
4.9
Options granted and awards exercised
–
–
(16.9)
–
(16.9)
Total contributions by and distributions to the owners
–
–
(12.0)
–
(12.0)
Balance as at 31 March 2025
1.9
671.2
62.7
485.9
1,221.7
The consolidated financial statements should be read in conjunction with the accompanying notes.
Company statement of changes in equity
For the year ended 31 March 2026
Notes to the Company financial statements
1. Basis of preparation
The financial reporting framework that has been applied in the preparation of the Company’s financial statements is Financial Reporting Standard
101, ‘Reduced Disclosure Framework’ (FRS 101).
The financial statements have been prepared under the historical cost convention, as modified
by the revaluation of certain financial assets and financial liabilities measured at fair value through profit or loss, and in accordance with the
Companies Act 2006. The Company has taken advantage of disclosure exemptions available under FRS 101 as explained below.
The financial
statements are prepared on a going concern basis.
A summary of the more important Company accounting policies, which have been consistently applied except where noted, is set out in the
relevant notes below.
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with
FRS 101:
•
paragraphs 45(b) and 46 to 52 of IFRS 2 Share–based Payment (details of the number and weighted average exercise prices of share options,
and how the fair value of goods or services received was determined);
•
IAS 7 Statement of Cash Flows;
•
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into and between two or more members of
a group;
•
IAS 1 Presentation of Financial Statements and the following paragraphs of IAS 1: 10(d) (statement of cash flows), 16 (statement of compliance
with all IFRS), 111 (cash flow statement information), and 134–136 (capital management disclosures).
No new Standards have been adopted in the current financial year ending 31 March 2026 or in the prior financial year ending 31 March 2025.
2. Critical accounting estimates and judgements
The Directors have made judgements and estimates with respect to those items that have made the most significant effect on the carrying
amounts of the assets and liabilities in the financial statements. The Directors have concluded that the critical judgements and estimates in the
Company financial statements are consistent with those applied in the consolidated financial statements, further details of which can be found in
Note 5 of the consolidated financial statements.
3. Investments in subsidiary undertakings
Investments in subsidiaries are held at cost less any provision for impairment with the exception of unconsolidated investment entity subsidiaries
that are held at fair value.
4. Property, plant and equipment
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised to write
off the cost or valuation of assets less their residual values over their useful lives, using the straight–line method, on the following basis:
Leasehold improvements – over the term of the lease
Fixtures and equipment – 33% p.a. straight line
Computer equipment – 33% p.a. straight line
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting year, with the effect of any
changes in estimate accounted for on a prospective basis.
31 March 2026
Right-of-use
assets
£m
Furniture and
fixtures
£m
Computer
equipment
£m
Leasehold
improvements
£m
Total
£m
Cost
Cost carried forward as at 1 April 2025
2.0
0.8
0.2
–
3.0
Additions during the year
–
–
0.1
0.1
0.2
Cost as at 31 March 2026
2.0
0.8
0.3
0.1
3.2
Accumulated depreciation
Depreciation carried forward as at 1 April 2025
(0.3)
(0.7)
(0.2)
–
(1.2)
Charge for the year
(0.4)
(0.1)
–
–
(0.5)
Accumulated depreciation as at 31 March 2026
(0.7)
(0.8)
(0.2)
–
(1.7)
Net book value
As at 31 March 2026
1.3
–
0.1
0.1
1.5
As at 31 March 2025
1.7
0.1
–
–
1.8
184
ANNUAL REPORT FY26
31 March 2025
Right-of-use
assets
£m
Furniture and
fixtures
£m
Computer
equipment
£m
Leasehold
improvements
£m
Total
£m
Cost
Cost carried forward as at 1 April 2024
1.6
0.8
0.2
–
2.6
Additions during the year
2.0
–
–
–
2.0
Disposals during the year
(1.6)
–
–
–
(1.6)
Cost as at 31 March 2025
2.0
0.8
0.2
–
3.0
Accumulated depreciation
Depreciation carried forward as at 1 April 2024
(1.6)
(0.7)
(0.2)
–
(2.5)
Charge for the year
(0.3)
–
–
–
(0.3)
Disposals during the year
1.6
–
–
–
1.6
Accumulated depreciation as at 31 March 2025
(0.3)
(0.7)
(0.2)
–
(1.2)
Net book value
As at 31 March 2025
1.7
0.1
–
–
1.8
As at 31 March 2024
–
0.1
–
–
0.1
No “fixtures and equipment” are held by the Company.
5. Results for the parent company
The Auditors’ remuneration for audit services and other services is disclosed in Note 10 to the consolidated financial statements.
6. Financial assets held at fair value through profit or loss
Name of undertaking
Registered office
Activity
Holding
Country
31 March
2026
31 March
2025
£m
£m
Esprit Investments (1)(B) LP
20 Garrick Street, London,
WC2E 9BT
Limited Partnership pursuant to which
the Group and Molten Ventures FoF I LP
hold Fund of Fund investments
100%
England
12.5
10.3
Esprit Investments (2) (B) LP
20 Garrick Street, London,
WC2E 9BT
Limited Partnership pursuant to which
the Group and Molten Ventures FoF I LP
hold Fund of Fund investments
100%
England
92.4
73.3
Molten Ventures (Ireland)
Limited
32 Molesworth Street,
Dublin 2, Ireland
Investment entity
100%
Ireland
671.6
788.7
Molten Ventures Holdings
Limited
20 Garrick Street, London
WC2E 9BT
Intermediate Company and Qualifying
Asset Holding Company (“QAHC”)
100%
England
426.9
242.4
Esprit Investments 2(B)(ii)
20 Garrick Street, London
WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
100%
England
207.8
162.4
Totals
1,411.2
1,277.1
31 March 2026
31 March 2025
£m
£m
As at 1 April
1,277.1
1,288.5
Investments made in the year
1
89.5
72.6
Loans made/repaid from underlying investment vehicles
1
(119.6)
(134.6)
Changes on gains on investments held at fair value through profit or loss
164.2
50.6
Totals
1,411.2
1,277.1
1
Investments and loans made in the year are amounts the Company has invested in underlying investment vehicles. This is not the equivalent to the total amount invested in
portfolio companies, as existing cash balances from the investment vehicles are reinvested.
See Note 4(b) in the consolidated financial statements for the accounting policies in respect of investments held at fair value through profit or loss.
MOLTENVENTURES.COM
185
FINANCIALS
7. Investments in consolidated subsidiary undertakings, associates and Employee
Benefit Trust
On 15 June 2016, the Company acquired the entire capital interests of Esprit Capital Partners LLP for £13.2 million, which was satisfied in shares and
is held at cost on the Company’s balance sheet within investments in subsidiary undertakings as at 31 March 2026 (2025: £13.2 million).
On 26 November 2016, the Company acquired 30.77% of the capital interests in Elderstreet Holdings Limited, the holding company of Elderstreet
Investments Limited (manager of Molten Ventures VCT plc) for £0.26 million which was held at cost on the Company’s balance sheet at 31 March
2020 within investments in associates. On 9 February 2021, Molten Ventures plc acquired the remaining 69.23% of the issued share capital in
Elderstreet Holdings Limited. Total consideration for the remaining issued share capital not previously held was cash consideration of £0.79 million
(with an amount withheld for tax on share options). This transaction is accounted for under IFRS 3 as a business combination achieved in stages
(or “step acquisition”) as this transaction resulted in Molten Ventures plc obtaining control over Elderstreet Holdings Limited and Elderstreet
Investments Limited (as its 100% owned subsidiary). At 31 March 2026, the total investment in subsidiary undertaking is £1.05 million made up of
initial ownership and the cash consideration (31 March 2025: £1.05 million).
On 27 November 2020, Molten Ventures Employee Benefit Trust (the “Trust”) was set up to operate as part of the employee share option schemes.
The Trust is funded via a loan from Molten Ventures plc, which is included in trade and other receivables on the company statement of financial
position.
On 14 March 2024, Molten Ventures plc acquired 100% of the issued capital of Forward Partners Group Limited in an all share acquisition
scheme of arrangement, in a ratio of one new Molten Ventures plc ordinary share for every nine Forward Partners plc ordinary shares. In
accordance with IFRS 3, step acquisition accounting was applied as the Company held a 0.76% equity interest in Forward Partners Group Limited
before acquisition, at a fair value of £0.5m. The Company therefore recognised a loss of £0.04m on completion of the acquisition as a result of
remeasuring this equity interest at fair value on 14 March 2024. Molten Ventures plc issued 14.8 million new shares in exchange for the issued share
capital of Forward Partners Group Limited. This equates to consideration of £37.0 million based on the closing Molten Ventures plc share price on
14 March 2024 of £2.504 pence per share.
8. Cash and cash equivalents
31 March 2026
31 March 2025
£m
£m
Cash at bank and on hand
16.0
20.3
Cash equivalents
23.9
49.2
Total
39.9
69.5
Cash on hand earns interest at floating rates based on daily bank deposit rates.
Cash equivalents represent monies held in a Sterling Government Liquid Reserves Money Market Fund which can be redeemed daily.
9. Trade and other receivables
31 March 2026
31 March 2025
£m
£m
Trade receivables
0.5
0.8
Other receivables and prepayments
0.5
1.1
Loans made to Group companies
8.4
11.5
Intercompany debtors
8.7
0.2
Total
18.1
13.6
10. Loans and borrowings
In the prior year, the Company extended their facility agreement, effective from 7 September 2024, with J.P. Morgan Chase Bank, N.A. (“JPM”) and
HSBC Innovation Banking Limited (“HSBCIB”), which may be used for Investment and corporate purposes.
The Extended Debt Facility comprises a £120.0 million term loan (“Term Loan”) drawn on day one and a revolving credit facility (“RCF”) of up to
£60.0 million, both with a three-year tenor. Repayment date is September 2027 reflecting the extension agreed in July 2024. The headline interest
rate applied on both the Term Loan and RCF remains at SONIA plus a “margin” of 5.50% per annum. The Debt Facility is secured against various
Group assets, LP interests and bank accounts in the Group.
The Group incurred transaction fees in the prior year of £0.9 million, which are presented within loans and borrowings on the statement
of financial position and are amortised over the life of the facility. Interest–related charges are reported in the consolidated statement of
comprehensive income as finance costs.
Notes to the Company financial statements
continued
186
ANNUAL REPORT FY26
11. Trade and other payables
31 March 2026
31 March 2025
£m
£m
Trade payables
(0.5)
(0.1)
Other taxation and social security
(0.7)
(0.3)
Intragroup creditors
(23.8)
(10.8)
Other payables
(0.1)
(0.3)
Accruals and deferred income
(8.1)
(8.1)
Total
(33.2)
(19.6)
All trade and other payables amounts are short term. The net carrying value of all financial liabilities is considered a reasonable approximation of
fair value.
12. Share capital and share premium
31 March 2026 – Allotted and fully paid
Number
Pence
£m
At the beginning of the year
189,046,450
1.0
1.9
At the end of the year
189,046,450
1.0
1.9
31 March 2025 – Allotted and fully paid
Number
Pence
£m
At the beginning of the year
189,046,450
1.0
1.9
At the end of the year
189,046,450
1.0
1.9
Movements in share premium in the statement of changes in equity are shown net of directly attributable costs relating to the share issuance.
Movements in share capital and share premium are explained in Note 25 of the consolidated financial statements.
13. Other reserves
The following table shows a breakdown of the “other reserves” line in the company statement of financial position and the movements in
those reserves during the period. A description of the nature and purpose of each reserve is provided in Note 26 of the consolidated financial
statements.
Year ending 31 March 2026
Own shares
reserve
£m
Merger relief
reserve
£m
Share-based
payments
reserve resulting
from Company
share option
scheme
£m
Share-based
payments
reserve resulting
from acquisition
of subsidiary
£m
Total other
reserves
£m
As at 1 April
(16.9)
50.0
18.8
10.8
62.7
Share-based payments
–
–
2.6
–
2.6
Share-based payments – exercised during the period
–
–
(1.7)
–
(1.7)
Share-based payments – Lapsed & Expired
–
–
(3.2)
–
(3.2)
Acquisition of shares as part of the share buy back
programme
(37.5)
–
–
–
(37.5)
As at 31 March
(54.4)
50.0
16.5
10.8
22.9
Year ending 31 March 2025
Own shares
reserve
£m
Merger relief
reserve
£m
Share-based
payments
reserve resulting
from Company
share option
scheme
£m
Share-based
payments
reserve resulting
from acquisition
of subsidiary
£m
Total other
reserves
£m
As at 1 April
–
50.0
13.9
10.8
74.7
Share-based payments
–
–
4.9
–
4.9
Acquisition of shares as part of the share buy back
programme
(16.9)
–
–
–
(16.9)
As at 31 March
(16.9)
50.0
18.8
10.8
62.7
MOLTENVENTURES.COM
187
FINANCIALS
14. Share-based payments
The Company operates a share option scheme that is explained in Note 14 of the consolidated financial statements. The Company operates the
share option scheme within the Group, therefore, the details provided in Note 14 are also applicable to the Company.
15. Employee information
Employee benefit expenses (including Directors) comprise
Year ended
Year ended
31 March 2026
31 March 2025
£m
£m
Wages and salaries
11.0
14.0
Defined contribution pension costs
1.0
1.1
Benefits (healthcare and life assurance)
0.5
0.4
Recruitment costs
0.4
0.1
Social security contributions and similar taxes
2.1
1.9
General employee and employee related expenses
15.0
17.5
Share-based payment expense arising from Company share option scheme
2.6
4.9
Total employee benefit expenses
17.6
22.4
The monthly average number of persons (including Executive and Non-Executive Directors) employed by the Company during the year was:
Year ended
Year ended
31 March 2026
31 March 2025
Number
Number
Executive Directors
3
3
Non-Executive Directors
5
4
Investment
20
20
Infrastructure
24
32
Total
52
59
Infrastructure comprises finance, marketing, human resources, legal, IT, ESG, investor relations and administration.
At 31 March 2026, there were five Non-Executive Directors (31 March 2025: four). See Nomination Committee report for further details of changes
in the year.
16. Deferred tax
Deferred tax is calculated in full on temporary differences under the balance sheet liability method using the tax rate expected to apply when the
temporary differences reverse. See breakdown below:
31 March 2026
31 March 2025
£m
£m
Arising on the investment portfolio
(14.1)
(11.4)
Arising on share-based payments
1.1
(1.2)
Other timing differences
–
(0.1)
Deferred tax liability
(13.0)
(12.7)
At the end of the period
(13.0)
(12.7)
Notes to the Company financial statements
continued
188
ANNUAL REPORT FY26
17. Subsidiary undertakings
The Company has a number of subsidiary undertakings. For a breakdown of the subsidiaries and related undertakings of the Group, of which
Molten Ventures plc is the ultimate parent entity, see Note 4(b) and Note 17 of the consolidated financial statements. See below the list of direct
subsidiaries of Molten Ventures plc.
Name of subsidiary undertaking
Activity
Holding
Registered office
Esprit Capital Partners LLP
AIFM to the Company and Esprit Funds
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Molten Ventures (Nominee) Limited
1
Nominee company
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Elderstreet Holdings Limited
2
Intermediate holding company
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Molten Ventures (Ireland) Limited
Investment entity
100%
32 Molesworth Street,
Dublin 2, Ireland
Esprit Investments (1)(B) LP
Limited Partnership pursuant to which the
Company and Molten Ventures FoF I LP hold
Fund of Fund investments
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Esprit Investments (2) (B) LP
3
Limited Partnership pursuant to which the
Company and Molten Ventures FoF I LP hold
Fund of Fund investments
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Grow Trustees Limited
Trustee of the Group’s employment benefit trust
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Molten Ventures Advisors Limited
Investment Advisor to the Growth Fund
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Molten Ventures Holdings Limited
Intermediate Company and Qualifying Asset
Holding Company (“QAHC”)
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Esprit Investments (1)(B)(SC) LP
Limited partnership uses to hold the Group’s
investments which were previously held by
Seedcamp Fund’s I and II
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Esprit Investments (2)(B)(ii) LP
Limited Partnership pursuant to which the Group
makes certain investments
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
Forward Partners Group Limited
Limited Partner to the Forward Funds
100%
20 Garrick Street, London
WC2E 9BT United Kingdom
1
Molten Ventures (Nominee) Limited is held at cost £Nil (2025: £Nil) on the Company’s balance sheet.
2
The remaining interest in Elderstreet Holdings Limited, holding company of Elderstreet Investments Limited, was purchased by Molten Ventures plc on 9 February 2021.
For further details, see
Note 18 of the FY21 consolidated financial statements.
3
A minority holding in Esprit Investments (1)(B) LP & Esprit Investments (2) (B) LP was sold within the financial year ended 31 March 2025 to internal and external parties.
The investments are held through the investment companies as set out in Note 29 in the consolidated financial statements at their respective
net asset values, and as such, are all noted to be Level 3 for FY26 and FY25. The difference between investments disclosed in Note 29 of the
consolidated financial statements and the Company investments relate to interests in unvested carried interest held by subsidiaries of Molten
Ventures plc, which are included in the consolidated financial statements at FVTPL but are not included in the Company financial statements.
Unvested carried interest is carried interest, which is yet to vest, but would be due on realisation of assets based on measurement date fair
values of investments. See table below for a reconciliation to the investment figure in Note 29 of the consolidated financial statements and the
investments figure on the Company statement of financial position.
Year ended
Year ended
31 March 2026
31 March 2025
£m
£m
Molten Ventures plc investments held at fair value through profit or loss
1,411.2
1,277.1
Fair value of investments held in other Group entities*
2.1
2.8
Total
1,413.3
1,279.9
*Refers to the fair value of investments not held by Molten Ventures plc but included within the Consolidated Statement of Financial Position.
The Company holds investments at FVTPL. Refer to Note 29 for the Group’s policies with respect to fair value measurements and Note 2 of the
Company financial statements.
MOLTENVENTURES.COM
189
FINANCIALS
18. Financial instruments risk
In the normal course of business, the Company uses certain financial instruments including cash, trade and other receivables and investments.
The Company is exposed to a number of risks through the performance of its normal operations. Refer to Note 30 of the consolidated financial
statements.
19. Related party transactions
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the
Company, and are considered to be the Directors of the Company listed on pages 84 and 85.
Year ended
Year ended
31 March 2026
31 March 2025
£m
£m
Wages and salaries
2.5
2.4
Share-based payment
0.6
0.0
Defined contribution pension costs
0.2
0.2
Social security contributions and similar taxes
0.5
0.3
Carried interest paid
1.8
2.8
Total
5.6
5.7
The details of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Directors’ Remuneration Report on
page 118, form part of these financial statements.
Other related party transactions
Please refer to Note 31 in the consolidated financial statements for further details on related party transactions. In addition to the transactions
referenced in Note 31, the below transactions eliminate on consolidation but are relevant for the Company:
As at 31 March 2026, Molten Ventures plc has a receivable relating to an intercompany loan with Grow Trustees Limited relating to the purchase of
own shares for the benefit of the Molten Ventures Employee Benefit Trust of £8.4 million (31 March 2025: £11.5 million).
During the year, £1.6 million (year ended 31 March 2025: £1.5 million) was invoiced from Molten Ventures plc to Encore Ventures LLP for
overheads, including use of office space at 20 Garrick Street, staff, and fixed assets. At year-end, Molten Ventures plc owed £Nil (31 March 2025:
owed £Nil). Encore Ventures LLP is a subsidiary of Molten Ventures plc and has a management contract with the EIS funds.
During the year, the Company invoiced Elderstreet Investments Limited, previously an associate and now a subsidiary, £0.5 million (year to
31 March 2025: £0.4 million), with a balance outstanding at year-end of £0.03m (31 March 2025: £0.04m) for overheads, including use of office
space at 20 Garrick Street, staff, and fixed assets.
During the year, the Company transferred certain investments totalling £100.3 million (31 March 2025: £122.2 million) to Molten Ventures Holdings
Limited as part of a strategy to redesignate the assets to be part of a Qualifying Asset Holding Company.
20. Subsequent events
Please refer to Note 35 of the consolidated financial statements.
Notes to the Company financial statements
continued
190
ANNUAL REPORT FY26
Board, management and administration
Directors
Laurence Hollingworth
(Chairman)
Sarah Gentleman
(Senior Independent Director)
Stuart Chapman
(Executive Director)
Ben Wilkinson
(Chief Executive Officer)
Andrew Zimmermann
(Chief Financial Officer)
Gervaise Slowey
(Non-Executive Director)
Grahame Cook
(Non-Executive Director)
Lara Naqushbandi
(Non-Executive Director)
Company Secretary
Gareth Faith
Registered office
20 Garrick Street
London
England
WC2E 9BT
United Kingdom
Website
www.investors.moltenventures.com/investor-relations/plc
Broker and Joint Financial Adviser
Deutsche Numis
45 Gresham Street
London
EC2V 7BF
United Kingdom
Broker and Joint Financial Adviser
Berenberg
60 Threadneedle Street
London
EC2R 8HP
United Kingdom
Legal Advisers to the Company
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
United Kingdom
Depositary
Langham Hall UK Depositary LLP
1 Fleet Place
8th Floor
London
EC4M 7RA
United Kingdom
Independent Auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London
SE1 2RT
United Kingdom
Public Relations Adviser
Sodali & Co Limited
The Leadenhall Building
122 Leadenhall Street
London
EC3V 4AB
United Kingdom
Investor Relations Adviser
Equitory
33 Queen Street Pl
London
EC4R 1AP
United Kingdom
Principal Bankers
Barclays Bank plc
1 Churchill Place
London
E14 5HP
United Kingdom
JP Morgan Chase Bank, N.A., London Branch
25 Bank Street
London
E14 5JP
United Kingdom
HSBC Innovation Bank Limited
Alphabeta
14–18 Finsbury Square
London
EC2A 1BR
United Kingdom
Registrar
Equiniti Limited
Highdown House
Yeoman Way
Worthing
BN99 6DA
United Kingdom
MOLTENVENTURES.COM
191
FINANCIALS
In this report, where the context permits, the expressions set out below shall bear the following meaning:
“Act”
the UK Companies Act 2006.
“AIM”
AIM, the market of that name operated by the London Stock Exchange.
“Audit, Risk and Valuations Committee”
the Audit, Risk and Valuations Committee of the Board.
“AUM”
assets under management.
“BoE”
Bank of England.
“Company” or “Molten Ventures” or “Plc”
Molten Ventures plc (formerly Draper Esprit plc), a company incorporated in England and Wales
with registered number 09799594 and having its registered office at 20 Garrick Street, London
WC2E 9BT.
“Core Portfolio” or “Core Portfolio
Companies”
the companies that generally represent highest fair value to Molten, which account for
approximately 64% of the overall portfolio value based on fair values as at 31 March 2026.
“Directors” or “Board”
the Directors of the Company from time to time.
“EIS”
the EIS funds managed by Encore Ventures LLP (Co. Reg. No. OC347590), which sits outside of the
Group under the management of Encore Ventures. EIS funds being Enterprise Investment Scheme
under the provisions of Part 5 of the Income Tax Act 2007.
“Elderstreet”
Elderstreet Investments Limited, a private company limited by shares incorporated in England and
Wales under registration number 01825358 with its registered office at 20 Garrick Street, London
WC2E 9BT.
“Encore Funds”/“EIS funds”
DFJ Esprit Angels’ EIS Co–Investment Fund, DFJ Esprit Angels’ EIS Co–Investment II, DFJ Esprit EIS.
III, DFJ Esprit EIS IV, Draper Esprit EIS 5, Molten Ventures EIS, Molten Ventures KI EIS 23/24 and each
an “Encore Fund”.
“Encore Ventures”
Encore Ventures LLP, a limited liability partnership incorporated in England and Wales under the
registration number OC347590, which sits outside of the Group under the management of Encore
Ventures, with its registered office at 20 Garrick Street, London WC2E 9BT.
“ESG”
Environmental, Social and Governance.
“Esprit Capital”/“ECP”
Esprit Capital Partners LLP, a limited liability partnership incorporated in England and Wales under
the registration number OC318087 with its registered office at 20 Garrick Street, London WC2E 9BT,
the appointed managing vehicle of Molten Ventures plc.
“Exclusion list”
the Group’s exclusion list setting out the sectors, businesses and activities in which the Group will
not invest due to having as their objective or direct impact any of the following: 1. Slavery, human
trafficking, forced or compulsory labour, or unlawful/harmful child labour. 2. Production or sale
of illegal or banned products, or involvement in illegal activities. 3. Activities that compromise
endangered or protected wildlife or wildlife products. 4. Production or sale of hazardous
chemicals, pesticides and wastes. 5. Mining of fossil fuels. 6. Manufacture, distribution or sale of
arms or ammunitions which are not systems or services generally regarded as having defensive/
non-offensive objectives as their core focus. 7. Manufacture of, or trade in, tobacco or alcohol. 8.
Manufacture or sale of pornography. 9. Trade in human body parts or organs. 10. Animal testing
other than for the satisfaction of medical regulatory requirements. 11. Production or other trade
related to unbonded asbestos fibres.
“FCA”
the UK Financial Conduct Authority.
“Forward Partners”
Forward Partners Group Limited, a private company limited by shares incorporated in England and
Wales under registration number 13244370 with its registered office at 20 Garrick Street, London
WC2E 9BT.
“Fund of Funds”
seed and early stage funds invested in by the Group.
Glossary
192
ANNUAL REPORT FY26
“Gross Portfolio fair value movement”
the increase or decrease in the fair value of the portfolio of investee companies held by funds
controlled by the Company before accounting for deferred tax (via Molten Ventures (Ireland)
Limited), external carried interest and amounts co-invested.
“Gross Portfolio Value”
Gross Portfolio Value is the value of the portfolio of investee companies held by funds controlled by
the Company before accounting for deferred tax, external carried interest and amounts co-invested.
“Group”
the Company and its subsidiaries from time to time and, for the purposes of this document,
including Esprit Capital and its subsidiaries and subsidiary undertakings.
“HMRC”
HM Revenue & Customs.
“HSBC”
HSBC Innovation Bank Limited.
“IFRS” or “IFRSs”
International Financial Reporting Standards, as adopted for use in the European Union.
“In-Scope Portfolio Companies”
In-Scope Portfolio Companies are directly held portfolio companies on which Molten Ventures plc
holds a Board seat and which represents not less than £3 million of NAV to the Company as at 31
March for previous financial year.
“Investment Committee”
the Investment Committee of ECP.
“Investment Team”
the Partnership Team and Platform Team as described on the Company’s website.
“IPEV Guidelines”
the International Private Equity and Venture Capital Valuation Guidelines, as amended from time
to time.
“IPO”
initial public offering.
“IRR”
the internal rate of return.
“JPM”
J.P. Morgan Chase Bank N.A. London Branch.
“Key Recurring Supplier”
Key Recurring Suppliers represent over £50,000 in Group spend during FY25 and have either been
engaged more than twice per year or at least once annually over the past three consecutive years.
This excludes venture partners, individual consultants, regulators, trade bodies and associations,
disengaged suppliers, and event organisers.
“Main Market”
the London Stock Exchange plc’s main market for listed securities.
“Net Asset Value”/“NAV”
the value, as at any date, of the assets of the Company and/or Group after deduction of all liabilities
determined in accordance with the accounting policies adopted by the Company and/or Group
from time to time.
“Net Portfolio Value”
the value of the portfolio of investee companies held by funds controlled by the Company after
accounting for deferred tax, external carried interest and amounts co-invested and recognised on
the statement of financial position.
“Ordinary Shares”
ordinary shares of £0.01 pence each in the capital of the Company.
“PricewaterhouseCoopers” or “PwC”
PricewaterhouseCoopers LLP, a limited liability partnership registered in England and Wales with
registered number OC303525 and having its registered office at 7 More London Riverside, London
SE1 2RT.
“SONIA”
is the Sterling Overnight Index Average, an interest benchmark administered by the Bank of
England.
“TCFD”
Task Force on Climate-Related Financial Disclosures.
“UKPC”
UK Private Capital.
“VC”
Venture Capital.
“VCT”/“VCT funds”
the VCT fund of Molten Ventures VCT plc (Co. Reg. No.03424984), which sits outside of the Group
under the management of Elderstreet. VCT being Venture Capital Trusts under the provisions of Part
6 of the Income Tax Act 2007.
MOLTENVENTURES.COM
193
FINANCIALS
Molten Ventures plc
20 Garrick Street
London, WC2E 9BT
Tel: +44 (0)20 7931 8800
For twenty years, Molten has been backing the founders
and innovators driving Europe’s technology transformation.
Our mission is simple: to
make more possible
for the people
building the future.
REGISTRATION NUMBER: 09799594