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Molten Ventures plc

20 Garrick Street

London, WC2E 9BT

Tel: +44 (0)20 7931 8800

MoltenBrand Guidelines

Molten Ventures plc (formerly Draper Esprit plc)

Annual Report FY22

REGISTRATION NUMBER: 09799594

Annual Report FY22

Molten Ventures plc

moltenventures.com

Contents

Overview

02 Molten

04 Performance highlights

05 Chair’s introduction

Strategic Report

08 CEO’s statement

12 Market context

14 Our value chain

15 How we fuel growth

16 Opportunities, dealflow

and pipeline

17 Sectors, stages & criteria

18 The investment process

19 Supporting companies for growth

20 Case study: Supporting our

portfolio for growth

22 Case study: Climate tech at

MoltenVentures

24 Our portfolio

26 Our strategy

27 KPIs

28 Activities in the year

30 What’s in a share?

31 Portfolio review

44 Financial review

48 Sustainability

72 Risk management

73 Principal risks

Governance Report

84 Board of directors

86 Corporate governance report

88 Governance overview

89 Board leadership

92 Division of responsibilities

95 Composition, succession

and evaluation

96 Nominations committee report

99 Audit, risk and valuations

committee report

103 Directors’ remuneration report

122 Directors’ report

125 Statement of directors’

responsibilities

Financials

128 Independent auditors’ report

134 Consolidated statement

of comprehensive income

135 Consolidated statement

of financial position

136 Consolidated statement

of cash flows

137 Consolidated statement

of changes in equity

138 Notes to the consolidated

financial statements

170 Company statement

of financial position

171 Company statement

of changes in equity

172 Notes to the company

financial statements

179 Board, management

and administration

180 Glossary

moltenventures.com 01

OVERVIEWANNUAL REPORT FY22

We are different.

Our public listing and multi-fund

model offers us flexibility to provide

entrepreneurs with backing across

their company’s life cycle, fuelling the

best for longer.

We have a proven

track record.

Our Investment Team have a long

history of investing in tech and a

strong track record.

We create value.

Investors get access to some of the

fastest growing private technology

companies. Entrepreneurs get a

more flexible approach to funding.

We are there

for the journey.

Be it a few investment rounds, until

exit or even IPO, we devote time and

energy to supporting our portfolio

for the long term.

We are one of the most active venture

capital firms in Europe, developing and

investing in disruptive, high-growth

technology companies.

We inject visionary companies with energy to help them transform and

grow. This energy comes in many forms — capital, of course, but also

knowledge, experience, relationships and commitment.

We believe it is our role to support the entrepreneurs who will invent

the future, and that future is being built, today, in Europe.

03moltenventures.com02

OVERVIEWANNUAL REPORT FY22

Chair’s introductionPerformance highlights

FY22 has been a busy year for us – we began it as

DraperEsprit, listed on AIM and Euronext Growth,

and ended it as Molten Ventures, a FTSE 250 and

Euronext Dublin company. The successful rebranding

and step up to a Main Market listing reflect the

considerable progress we have made since our AIM

listing in 2016 in maturing and growing the business

in pursuit of our commitment to investing in Europe’s

best entrepreneurs and seed funds.

This transformation continued in FY22 amidst a

volatile external environment. It saw the end of

many national lockdowns and the beginning of

a post-pandemic ‘new normal’, followed by the

invasion of Ukraine and a resulting fall in stock

markets across the world. Despite these factors,

overall FY22 was a period of strong performance

and significant investment opportunity for the

Molten team.

I would like to offer my thanks to Grahame Cook,

our Senior Independent Director, who stepped

up to assume the responsibility of temporary

Chair during a short period earlier in the year

when I was indisposed due to illness.

I am very impressed by the team at Molten,

who have managed these challenging times

with professionalism and consistency. They

have invested in some of the best companies

in the market, while maintaining a high level

of investment discipline and rigour. Our

people remain the most important part of our

business. The considerable work which we have

undertaken in recent years to create an agile,

scalable and resilient platform provides a sound

base for our continued delivery of value to

ourShareholders.

Once again, we exceeded our stated gross fair

value growth target in FY22 and are actively

invested in a diverse portfolio of high-growth

technology businesses, all of which have

their own ambitions to harness the power of

technology to invent a better future.

FY22 has also been a positive year for realising

investments, where Molten’s role has come to a

natural conclusion, including the sale of Bright

Computing and SportPursuit, which were sold

to new owners. Cazoo and UiPath were listed

on leading Stock Exchanges during the year,

following TrustPilot’s listing in the previous

financial year. These are, in some cases, decade-

long partnerships and we are happy to have

been able to support these entrepreneurs and

companies in a key stage of their development.

At Molten, we are also proud to be playing a

significant part in society’s mission to achieve a

sustainable future for coming generations. As

well as our own internal ESG initiatives, we are

committed to working with our entrepreneurs to

support them with their own ESG programmes.

We are active board members, and we know

that as investors we have a responsibility to

help build companies which are successful

in growing value but also sustainable in the

long term. ESG is increasingly embedded into

every part of our business, including within our

investment criteria, our initiative into climate tech

investing, our subscription to the UK Corporate

Governance Code, as well as through our

remuneration structure.

Finally, I am pleased to welcome Gervaise

Slowey, Non-Executive Director and Chair of

our newly formed ESG Committee, and Sarah

Gentleman, Non-Executive Director and Chair

of Molten’s Remuneration Committee, who

joined the Board in July and September 2021

respectively. They bring with them decades of

experience in strategy, general management

and governance.

Karen Slatford

Chair

Our people remain

the most important

part of our business.

The considerable

work which we have

undertaken in recent

years to create an

agile, scalable and

resilient platform

provides a very sound

base for our continued

delivery of value to

our Shareholders.

Karen Slatford

Chair

Operational highlights

• Cash investments of £311m during the year from the

Molten Ventures balance sheet (year to 31 March 2021:

£128m), with a further £45m from EIS/VCT funds (year

to 31 March 2021: £34m). This increased cadence is

attributable to a higher level of follow-on opportunities

in the existing portfolio, consistently leading rounds in

new primary investment opportunities and the continued

expansion of our scalable platform

• Committed to 22 new seed funds via our Fund of Funds

programme bringing the overall seed portfolio to

57 funds

• Cash proceeds of £126m received during the year (year

to 31 March 2021 £206m). These were predominantly

generated by the sale of shares held in publicly-listed

Trustpilot and UiPath, exits from SportPursuit, Premfina,

Conversocial and Bright Computing, as well as amounts

being released from escrow relating to previously

announced disposals

• Completed successful move to the Premium Segment

of the Official List and to trading on the London Stock

Exchange’s Main Market as well as to the secondary listing

segment of the Official List of Euronext Dublin and to

trading on the regulated market of Euronext Dublin

• Unveiled a new name, Molten Ventures, and a new

motto “Make More Possible”. The new brand reflects

our ongoing transformation: our increased investment

cadence and expanding team

• Continued to progress our ESG roadmap, including being

awarded the Diversity VC Standard Level 1 certification,

becoming a signatory of the Investing in Women Code,

establishing an ESG Committee of the Board (in addition

to the ESG Working Group), completing our first year

of TCFD reporting, approval of our Board Diversity and

Inclusion Policy, Investment Team ESG training, and

engaging with the portfolio on their own ESG activities

Post period-end highlights

• Deployed £73.7 million into new and existing portfolio

companies, including our announced deal in HiveMQ

• Announced the funding rounds of Thought Machine and

Aiven (Aiven is held via our partnership in Earlybird)

• At 31 March 2022, we held interests in three listed

companies – Trustpilot, UiPath, and Cazoo. Their

valuations are based on their quoted share price on

31 March 2022. Their value using the closing quoted

share price on 8 June 2022 was £43.9 million

Financial highlights

£1,532m

Gross Portfolio Value

(31 March 2021: £984m)

£1,434m

Net Assets

(31 March 2021: £1,033m)

937p

NAV per share

(31 March 2021: 743p)

£78m

plc cash

(including restricted cash)

(31 March 2021: £161m plc cash)

37%

Gross Portfolio fair value growth

(31 March 2021: 51%)

£301m

Profit after tax

(year to 31 March 2021: £267m)

£126m

Cash proceeds from realisations

(year to 31 March 2021: £206m)

£108m

Net funds raised during the year

(31 March 2021: £107m)

<1%

Operating costs (net of

fee income) continue to

be substantially less than the targeted

1% of year-end NAV

£311m

Cash invested in the year, and a further

£45m from EIS/VCT funds

(year to 31 March 2021: £128m from plc

and £34m from EIS/VCT funds)

The above figures contain alternative performance measures (“APMs”) - see Note 33

for reconciliation of APMs to IFRS measures.

04 05moltenventures.com

ANNUAL REPORT FY22 OVERVIEW

Strategic report

Contents

08 CEO’s statement

12 Market context

14 Our value chain

15 How we fuel growth

16 Opportunities, dealflow and pipeline

17 Sectors, stages and criteria

18 The investment process

19 Supporting companies for growth

20 Case study: Supporting our portfolio

for growth

22 Case study: Climate tech

at MoltenVentures

24 Our portfolio

26 Our strategy

27 KPIs

28 Activities in the year

30 What’s in a share?

31 Portfolio review

44 Financial review

48 Sustainability

72 Risk management

73 Principal risks

06 moltenventures.com

ANNUAL REPORT FY22

STRATEGIC REPORT

Realisations & IPOs

Realisations are an important part of our business

and cash proceeds from realisations during the

year remained strong at £126.3 million (FY21:

£206.3 million). The recycling of capital allows

us to reinvest further in the portfolio as part of

our evergreen model. Our portfolio is a blend

of mature core portfolio companies and the

emerging portfolio, which includes some of the

future’s best businesses.

Cash proceeds during the year delivered a

return on opening Gross Portfolio Value (“GPV”)

of 13%, within our stated 10-15% return on GPV

target across the cycle. Exits were mainly from

mature companies, including Bright Computing

and SportPursuit, as well as share sales in

TrustPilot and UiPath. Historically the majority of

our realisations have been through trade sales,

while in the past year the balance shifted as a

result of the strong IPO market of 2021.

In addition to Trustpilot in FY21, two of our

companies, UiPath and Cazoo, have gone public

during FY22. We have received cash proceeds

in the year from UiPath of £49.8 million and

£23.2 million from TrustPilot following proceeds

received of £5.3million and £75.5 million in FY21

respectively.

Broader market

environment

Despite the recent volatility in global equities

reflected through high inflation and interest

rates, venture capital as an asset class shows

signs of resilience.

Public and private markets are closely linked, but

they nevertheless operate differently. This lack of

correlation can be explained by the contrasting

funding cycles and valuation periods. Global

events will have an impact on both public and

private markets, and while often with a lagged

effect, we are seeing some impact of this in

private markets, particularly at the later growth/

pre-IPO stages.

What is fundamental is the commercial traction

of the portfolio companies and their ability

to navigate shifting market environments.

With technology underpinning growth and

efficiency in so many industries, we see this

demand continuing. We are an active manager,

providing support and oversight, allowing us to

work with our portfolio companies to plan and

reorganise to attune to changes in the market as

they emerge.

The markets of the last couple of years have

seen capital from new entrants; the effect of

any downward shift in the market is that this

capital will be displaced. A feature of venture

capital is understanding how to operate through

cycles in what is a long-term asset class. We will

continue to access quality deals in tighter macro

conditions and position our portfolio to grow in

environments where capital is more selective in

subsequent investment rounds. We know that

in any market, quality deals will still be highly

competitive, and reputation and experience

matter greatly. We have successfully navigated

several market cycles and our robust but stable

platform allows us the flexibility to continue

to do so. For these reasons, we believe that

Molten is well positioned to navigate the current

uncertainty and capitalise on any opportunities

presented.

Sustainability

“Make More Possible” is not just about capital

investment, it is also about the positive

transformation that Molten can drive through its

actions. I am pleased to report a continued focus

on ESG during the year, something which is not

only important to Molten in our own operations,

but is embedded into our investment activities,

both through our ESG-focused investment

criteria and our push into investing in climate

tech companies (see more on our climate tech

thesis and investments on pages 22-23).

We are gaining recognition for our efforts, tying

first place as a Top Performer in the ITPEnergised

and Orbis Advisory ESG Transparency Index in

February 2022 for embracing ESG integration

into our operations, positioning the company at

the forefront of ESG for the VC industry.

Our ESG activities during the year involved

engagement with both Molten staff and

our portfolio, including hosting our first ESG

portfolio engagement session (with more to

come) and sharing our ESG Framework with the

portfolio companies, delivering externally led

training to the investment team on the topic of

ESG within the investment process, as well as

continuing to progress with our climate-related

work, including kicking off our Task Force on

Climate-Related Financial Disclosures (“TCFD”)

project, which we are undertaking voluntarily.

We have spent considerable time focusing on

Diversity, Equity, and Inclusion (“DEI”), achieving

the launch of our Board D&I Policy (inclusive of

targets for adjusted board composition in line

with the Hampton-Alexander Review and Parker

Review recommendations), our Group-wide DEI

& Equal Opportunities Policy, and the roll out of

our DEI recruitment policy.

We will continue to progress our ESG roadmap

into FY23 by reporting to the CDP Climate

Change questionnaire for the first time, and

through the development of a Climate Change

Policy which will capture our carbon reduction

strategy and path to net zero.

Our ESG-related KPIs, indexed to 10% of annual

bonus entitlement for all Molten employees

(including Executive Directors), can be found on

page 51 of this report.

We recognise ESG is a journey, and we are

pleased to be making good progress, but there

is still work to be done and we look forward to

providing further updates in the year ahead.

Overview

This year, we made strong progress across the

business from both an operational and financial

perspective. I am pleased to report that, through

the efforts we have taken to grow and mature

our model, we have advanced our strategic

ambition of making Molten the leader of a new

generation of technology VCs.

FY22 saw continued strong momentum in deal

activity, with increased capital deployment

across our four investment pillars, above the

previous annual investment cadence, reflecting

a period of strong opportunities. We were

also able to achieve gross fair value growth

significantly above our targeted 20% through

the cycle, reflecting the strong performance

of our portfolio and the disciplined approach

of our Investment Team. In June 2021 we

raised £107.7 million by way of a placing (net

proceeds) and since then we have set about

deploying that capital to take advantage of the

growing European venture capital market and

the continued shift towards technology and

digitalisation.

Our business model is adaptable across

investment cycles and continues to scale,

including through the expansion of the Fund of

Funds programme, and the identification of new

deployment strategies and sources of capital

and fee income. Our team, which has been

augmented through the year, brings together a

diverse group of leading investment decision-

makers, supporting the effective delivery of our

strategy. Plans for our growth fund are on track,

which will target Series B+ deal flow, syndicating

third-party funds alongside our own, to provide

a greater ability to consistently lead growth-

stage deals, and secure greater influence and

allocation. The additional fees generated from

the growth fund are anticipated to provide

a positive contribution to our cost base and

profitability.

In July 2021, we completed the successful

move to a Premium listing on the London Stock

Exchange’s Main Market and a secondary listing

on Euronext Dublin. The move was motivated

by the growth and maturity of the business and

what we believe to be the most appropriate

platform for the Company’s future development.

In November 2021, we announced our

name change from Draper Esprit plc to

Molten Ventures plc. This rebrand reflects the

Company’s transformation in recent years,

accelerated growth, as well as a recognition of

Molten’s unique role in the democratisation of

venture capital. We also announced our new

motto, “Make More Possible”, which reflects

Molten’s contribution as a listed venture capital

firm to identify and fully support the vision of

some of Europe’s most successful companies

and, in doing so, deliver value for our

Shareholders.

Financial performance

We are pleased with our strong financial

performance across all our key measures: fair

value growth, cash realisations, investments

made and available capital resources.

The gross fair value growth achieved during the

year of 37% (FY21: 51%) was principally achieved

by our Core Companies, reflecting growth in

the investments made in previous financial

years, both through financing rounds at higher

valuations and revenue growth, offsetting the

fall in valuation of our publicly listed companies

at 31 March 2022.

Due to the steps taken to transform the

Company, including our move to the Main

Market, our investment in strengthening the

team and creating a more scalable platform,

our costs during the year increased. These costs

were offset by increased fee income and remain

well within our target of less than one percent of

net asset value.

Increased capital

deployment

Capital deployed during the year was £311.2

million (compared to £128.0 million in FY21), as

a result of an acceleration of rounds for some

of our existing companies, high-quality new

investments, taking lead positions in rounds and

larger stake sizes. This has been underpinned by

our thesis-driven approach, the deep networks

of our Partnership Team and our increased

scale, which we have been able to leverage to

consistently lead funding rounds and support

our portfolio companies. Quality remained a

consistent focus and we continued to invest

capital wisely and remain disciplined around the

quality and number of deals in which we chose

to participate.

We have participated in new deals and follow-

on rounds in sub-sectors we feel are poised

for strong growth, including climate tech,

marketplaces, artificial intelligence and machine

learning, low code/no code and cloud-native

technologies, including Thought Machine,

Gardin, Mostly AI, CausaLens, Form3, CoachHub,

Aircall, Ledger, Lyst, Cervest and FintechOS.

Our business model

is adaptable across

investment cycles and

continues to scale...

Martin Davis

Chief Executive Officer

937p

NAV per share

(31 March 2021: 743p)

£311m

Invested

(year to 31 March 2021: £128m)

£126m

Cash proceeds from realisations

(year to 31 March 2021: £206m)

08 09moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

CEO’s statement

People

As a group, for more than a decade we have

been bringing together experienced investors

with companies that will invent the future. This

year we have continued to grow with 14 new

hires into the Company, including 6 additions

to the Investment Team, bolstering both our

partnership and platform offerings. We also

welcomed two new members to our Board,

Gervaise Slowey and Sarah Gentleman.

We believe that bringing together different

experiences, opinions and perspectives is the

key to building long-term success in venture

capital.

Outlook

Looking forward to the next 12 months, there

is clearly a great deal of uncertainty with the

current geopolitical and macroeconomic factors

unlikely to change significantly over the next 6-9

months. The other main driver restricting growth,

the pandemic, appears to continue to retreat

within developed markets and is likely to have a

lesser impact on our business moving forward.

However, continued COVID-19 restrictions in

China and future variants are likely to impact

supply chains and drag consumer sentiment and

investor confidence for at least the remainder of

the current financial year.

We remain confident that the technological

advances we have seen over the past 3-5 years

will continue to transform the way we live,

work, build and deliver products and services.

In addition, many of our portfolio companies

are delivering solutions that provide greater

efficiencies and customer engagement/ROI that

will be crucial for businesses as they respond

to the new economic reality. We also believe

that technology can provide the foundations for

how we use data, manage our environment and

provide our food and energy requirements for

future generations. Our disciplined thesis-driven

investment approach does not change, despite

our constant evolving view of the likely winners

in these markets.

We have built a platform that has flexibility

and adaptability at its core. Accordingly, we

anticipate little change to our fundamental

investment approach: indeed history tells us that

tomorrow’s winners will typically be created and

funded during periods of uncertainty.

As a group, for more

than a decade we

have been bringing

together experienced

investors with

companies that will

invent the future.

Martin Davis

Chief Executive Officer

The environment in which we will have to

operate during the current year dictates that

in order to maximise the flexibility within our

model, we must make some small shifts in

emphasis to ensure we continue to preserve

capital, deliver shareholder value and position

ourselves for the future. We anticipate a slowing

of investment, especially as the core portfolio

remains well funded, thus the opportunities

for follow-ons are less, and therefore I expect

a level of annual deployment in the region of

£150.0 million.

Our privileged market positioning enables us

to provide access to high growth private assets

for a range of co-investors. We already manage

c.£400m for investors via our EIS and VCT

strategies which we expect to grow significantly

in the next FY. Our Growth Fund and Fund of

Funds are areas where we expect to welcome

new co-investors over the next FY. Two sectors

where we see great potential over the next

3-5 years are climate technology and in the

emerging technology ecosystems in Eastern

Europe. We have specialists with expertise in

these areas and expect to build third party funds

to help grow these important sectors over the

next 24 months.

We believe that Molten, with our stable team

with deep levels of experience and expertise,

scalable and adaptable model, cash resources,

active approach to portfolio management and

thesis-led investment approach, can continue

to deliver in the current market. The current

level of volatility makes it challenging to give

a meaningful forecast of portfolio fair value

growth for the current financial year, but we

remain confident in the strength of our portfolio

and of our model which has proven its ability

to meet or exceed our targets of 10% of NAV in

cash realisations and an annual fair value growth

of 20% across the cycle.

Martin Davis

Chief Executive Officer

Solid Base Liquid Flows Gases Expand Plasma is Unstoppable

Global leaders start with a solid base, and

that means the right investors. Molten is one

of Europe’s most active investors in seed and

early-stage VCs – through our Fund of Fund

program we back our portfolio’s backers

(before they even join our portfolio).

Energy turns solids molten, a liquid.

Liquids flow around obstacles in

ways solids can’t – our portfolio’s

businesses are accelerating and

Molten is here to support and assist

them along the journey.

Gases expand to fill spaces that

liquid can’t. We help our portfolio

take its business global, expanding

as fast as possible. Our energy

delivers expansion capital and the

networks to foster global leaders.

Plasma is matter so energised

it slices through anything.

As a listed VC, we can keep

committing our energy, striving

to put our portfolio on a path to

sustainable success.

FOR FURTHER DETAILS

ON OUR MODEL,

PLEASE SEE PAGES

14 TO 19

10 11moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

CEO’s statement continued

Market context

Figure 4: US - Median valuation by round type

Figure 1: European deals volume by round type

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

EURM

Series A Series B Series C Series D+

500

1,000

1,500

2,000

2,500

EURM

Series A

Series B

Series C Series D+

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

EURM

Series A Series B Series C Series D+

500

1,000

1,500

2,000

2,500

EURM

Series A

Series B

Series C Series D+

War in Ukraine

The wanton violence and destruction unleashed in Ukraine was a tragic

and unexpected conclusion to the financial year. While we cannot know

the outcome of the war, we are already beginning to see some of the

consequences for our industry. The two most notable areas involve the

energy crisis the war has unleashed upon Europe and what has been

termed Russia’s “Brain Drain”. The war in Ukraine has brought into stark

contrast Europe’s energy dependency on Russia, but beyond this, it has

created even greater focus on the necessity of advanced climate tech.

With new sources of supply for Europe some years away, technologies

which allow for the sustainable production and distribution of energy

will be crucial to global short-term demand as well as long-term systemic

climate-related risk.

The second impact of the war has been an exodus of technology talent

from Russia and Belarus into the already fertile technology communities

of Eastern Europe. It is too soon to assess the precise impact of these

emigres, however we expect the creation of new businesses in markets

which are more open to opportunity and innovation.

Market environment

In the past 12 months, the technology market has

experienced a polarised environment. Until November

2021, public technology stocks were incredibly buoyant

and in the private markets, deals - especially in later rounds

- were at record valuations. However, a combination of

factors, including: rising inflation and interest rates, volatility

experienced by high-profile technology IPOs, a cooling

of retail interest in public technology stocks, the continued

impact of COVID-19 in the form of Omicron and the

unprecedented flow of international government money

during the pandemic, saw a significant slowdown in the

technology capital markets.

The consequences of this reassessment within the

technology capital markets have impacted some

participants more than others. In the public markets,

some of the hardest hit businesses have been those listed

via SPAC vehicles, and highly valued companies yet to

become profitable (some falling into both categories), as

well as others yet to demonstrate commercial traction with

revenues. As public markets have cooled since the end

of last year, revenue multiples have fallen for many listed

technology businesses. Though data for Q1 2022 (seen

in the graphs) does not yet demonstrate this, potentially

due to the lag effect we see between public and private

markets, we are seeing the impact in the private market

with the softening in valuation expectations, particularly for

larger, later stage financing rounds.

As markets - public or private - transition, there is often an

overcompensation in either direction. Currently, the public

market correction appears to be painting technology

companies with a broad brush rather than reflecting the

underlying economics of the distinct business models.

If the sell-off proved a reckoning for revenue-free SPAC

listings and the phenomenon of the “Meme Stocks” (those

gaining popularity among retail investors through social

media), it has also captured high-quality, profitable, or

fast-growing companies, with strong unit economics.

One of the greatest strengths of technology businesses

and the wider industry is not just its resilience in the face

of adversity, but its ability to harness the opportunities

arising out of adversity. If inflationary pressures, supply

chain problems, the ongoing COVID-19 pandemic, the

climate crisis and rising cost of living (amongst other

things) have contributed to the disappearance of a frothy

market, entrepreneurs and astute VCs will gravitate towards

building businesses which help drive efficiencies in

corporate and consumer markets. Technology-enabled

efficiency will remain prominent across industries.

VC industry response

While the public markets have experienced significant

recent volatility, the private markets operate across longer

time horizons. In the US and Europe, Q1 2022 investment

activities continued to be broadly in line with 2021 – which

is significant given 2021 was a on outlier for the volume

of deals done across all stages in the US and Europe. It is

expected that the pace of deals may slow later in the year,

highlighting the lag effect between public and private

markets.

In previous years, we have highlighted the closing gap

between valuations of US and EU deals. While the data

on the previous page shows that European deal volume

remains behind the US, looking at deal valuations shows

a different trend. As this data shows, starting in 2020,

median valuations for Series D and beyond of European

deals match those of the US, a trend that continued in

2021 and Q1 2022. A note of caution is necessary when

assessing data on EU deal valuations in Q1 2022. Relatively

few Series D+ deals (26 in total) and Series C deals (32 in

total) means a handful may have a large impact on median

valuations. Our assessment is similar to our reporting over

recent periods – that later stage European deal valuations

are coming into line with the US. We can speculate that

such adjustment was driven by two factors – the “pivot” to

Europe from US VCs, as well as the arrival of non-specialist

investors, such as hedge funds, into the European VC

market. In earlier stage rounds, Europe remains more

competitive, reinforcing the value of specialist VC investors

who are better able to manage risk through a portfolio

approach, access quality earlier stage deals and actively

work with founders and managers as they scale their

businesses into later valuations.

In more recent times, VC has been associated with frothy

markets and high-profile IPOs. This confuses the market

outcome with the functional cause. The reality is that VC-

backed companies drive the disruption of existing markets

or create entirely new markets. Shifting markets create

a fertile environment for entrepreneurial talent and the

experience of navigating cycles to craft strong investment

vintages in tighter markets is one of the reasons why VC

itself is considered to be an uncorrelated asset class. Key

features of VC investing are the longevity of the investment

period - where success is assessed on significant market

opportunities and meeting commercial milestones along

the scaling journey - and the close relationship between

VCs and their portfolio companies. Private companies are

shielded from public market volatility, allowing companies

and VCs to plan and reorganise to take advantage of

changes in the market – something we discussed in our

FY20 results.

Key (calendar years)

2017 2018 2019 2020 2021 2022 YTD

Key (calendar years)

2017 2018 2019 2020 2021 2022 YTD

Figure 2: US Deal volume by round type

Figure 3: Europe - Median valuation by round type

Data source: Pitchbook. Data up to 31 March 2022.

12 moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

A scalable platform

We have continued to scale our platform to provide our investors

with access to some of the best dealflow across Europe. Through

co-investment, Molten is able to build greater stakes in companies.

The management and performance fees received from the EIS/VCT

funds also offset operational costs for Shareholders.

Our deployment strategies

Our deployment strategies allow us to support companies at all stages of

their growth, from seed to Series A/B and beyond.

Group co-investment vehicles

Investing alongside the Molten balance sheet in companies

that are eligible for EIS/VCT relief European co-investment partnerGroup balance sheet

Molten Ventures plc

The Group’s balance sheet

forms the core investment

vehicle for Molten. The

permanent capital model

of a listed vehicle provides

additional flexibility to build

stakes in the top performing

investments over time as

opportunities arise.

Molten Ventures VCT plc

The Group VCT manager,

Elderstreet Investments

Limited, manages Molten

Ventures VCT plc – raising

funds from UK investors who

are able to claim VCT income

tax relief.

Fund of Funds

Our Fund of Funds programme allows us

to support fund managers across Europe,

investing at an earlier stage and providing our

investors with access to seed-stage businesses.

By seeding the early stage ecosystem, we can

also source the best companies for Series A

and B, pooling expertise from sector specific

funds based in every corner of Europe.

Earlybird

As well as a co-investment partner, we also

invest into seven of the Earlybird funds,

allowing us to expand our presence in the

European market.

SPVs

As an extension of our existing

strategy of deploying capital

via other vehicles through our

Fund of Funds programme,

co-investments with some of

our seed fund managers have

enabled us to access exciting

opportunities into forward-

thinking European companies.

Direct

We invest directly,

deploying capital in the UK

and across Europe generally

in Series A and Series B+

stage deals.

Secondaries

We make secondary

investments from time-to-

time by acquiring primary

investments previously

made by other investors and

founders. This enables us to

further diversify our investment

strategy and blend the

maturity of assets. Secondary

investments typically span a

shorter period of time, reaching

maturity quicker.

Earlybird

Earlybird is a venture capital

investor, co-investing with

Molten since entering into

a partnership in July 2018 to

share dealflow, investment

resources and expertise to

co-invest in high-growth

European technology

companies.

Encore Funds

The Group EIS manager,

Encore Ventures LLP,

manages the Encore Funds

– raising funds from UK

investors who are able to

claim EIS income tax relief.

Fuelling growth

Molten’s balance sheet is central to our investments.

Investing alongside our EIS and VCT funds enables us to build a

more material stake in and support some of the very best European

tech companies.

PLEASE SEE PAGE 15

Opportunities, dealflow and pipeline

Our brand, people, networks, Fund of Funds programme and

longstanding partnership with Earlybird in Germany offer a large

pipeline of promising private technology companies from across

Europe.

PLEASE SEE PAGE 16

Sectors, stages and criteria

We invest in high-growth private technology companies across

Europe in four key sectors. We back businesses to provide them with

the capital, expertise and networks to fuel their growth. Investing

from Series A onwards is our core business, with access to earlier

stages via our Fund of Funds programme and Earlybird partnership.

PLEASE SEE PAGE 17

The investment process

We screen thousands of businesses every year and only invest

in companies and teams with the potential to scale and compete in

global markets.

PLEASE SEE PAGE 18

Supporting companies for growth

We are here to support entrepreneurs as their businesses grow.

Our multiplatform approach and access to capital fuels growth.

Our people “Make More Possible”.

PLEASE SEE PAGE 19

14 15moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Our value chain How we fuel growth

Sectors, stages & criteriaOpportunities, dealflow and pipeline

Sectors

The Group provides early stage and growth stage technology businesses with capital, networks and management

support to accelerate their international growth and development and enhance their value over the long-term.

The Group adopts a sector approach, with sub-sector thematics captured within the following broad groupings:

Stages

Our platform and deployment strategies allow us to invest from seed through to

pre-IPO, supporting the best companies as they grow.

Enterprise technology

The software infrastructure,

applications and services that

make enterprises more

productive, cost-efficient,

and smoother to run.

Consumer technology

New consumer-facing

products, innovative business

models, and proven execution

capabilities that bring

exceptional opportunities

enabled by technology.

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 & wellness

Using data, software and

hardware to create new

products and services for the

health and wellness market.

Criteria

Molten and its wider Group aims to seek out high-growth companies originating from across Europe that:

• 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

• aim for sustainability and/or are committed to positive and

sustainable growth

• have the potential to generate multiples of invested capital for

investors

Investment

pipeline

Deal sourcing

Deal sourcing requires excellence in

multiple areas – our brand, people,

networks, and utilisation of data. Our

investment platform provides access

to a large pipeline of deals across the

ecosystem, ensuring we can take a market-

wide view before investing. Within our

Platform Team, the Deal Origination Team

focus on building a high-quality pipeline.

Fund of Funds

By seeding the early-stage ecosystem, we

can source the best companies for Series A

and B, pool expertise from sector specific

funds, and benefit from local expertise

across every corner of Europe. Whether

hunting for a company that is looking

to change the eating habits in France,

manufacture products in Berlin, or develop

novel hardware in Cambridge, the seed

funds in which we invest always have one

eye on the next trend.

Lead identification

Developing thesis-driven proprietary

dealflow is a key role of our Deal

Origination team. Regular thematic

deep dives are undertaken based on

emerging trends identified in industry

verticals and business models. The team

leverage operational expertise across the

wider Investment Team and in-market

networks within key geographies to source

additional high-quality deals.

Earlybird

Earlybird invest early, from seed to Series

A. Whereas we focus on Series A, B, and

beyond. They invest from Berlin, Munich

and Istanbul. We invest from offices in

the UK and Ireland. The partnership with

Earlybird gives Molten a platform of further

scale, a larger pipeline of deals, and a

larger pool of expertise.

Active deal selection

Before companies enter our portfolio, our

team runs them through a pre-screening

process to ensure compliance with

regulatory requirements (AML/KYC, PEPs,

Sanctions). We look at things like sector,

stage, and other relevant criteria and

ensure it does not violate any of the items

on our Board agreed exclusion list (see our

ESG Policy on our website for more details).

Dealflow pipeline

plc

Fund of Funds Our Shareholdersplc

Raising Seed Series A Series B Series C+ Pre IPO

UK EUR

SUBSECTOR THEMATICS, WHICH CROSS ALL OF OUR SECTORS INCLUDE

FINTECH AND CLIMATE TECH. FOR FURTHER DETAILS ON OUR CLIMATE

TECH THESIS, PLEASE SEE PAGES 2223.

VCTEIS Earlybird

16 17moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Supporting companies for growthThe investment process

Success requires transformation,

transformation requires movement,

movement requires energy. At

Molten, we believe this is our role:

we inject “energy” to help companies

succeed. Our energy comes via

capital, knowledge, experience and

relationships, for the long-term.

As explained over pages 14-18, our platform allows the flexibility to

invest in a variety of ways across an investee company’s lifecycle and

our patient evergreen capital model gives us the option to participate

in multiple funding rounds for the long-term. See pages 20-21 for

examples of companies we have supported as they have grown.

Teams that support

Rapid expansion is where our “energy” makes the most difference.

We also work with our portfolio to support them as they grow. Our

Partnership Team are active Board members, providing valuable

connections, and through the activities of our Platform Team, we open

doors to an array of specialist expertise.

Our expert Partnership Team comes with years of combined

experience across a variety of sectors and backgrounds. Be it

introductions or knowledge, our Partnership Team is there to provide

support. From international scaling, customer development and hiring,

to follow-on funding, exits and IPOs, our team can help because a lot

of them have been founders themselves.

As our portfolio companies expand and grow, it is important for them

to have access to all the knowledge and know-how they need to

grow and succeed. Our Platform Team manage sourcing, evaluating,

and delivering on investments, as well as facilitating post-investment

engagement with our portfolio. Our Marketing Team provides support

to the portfolio as companies navigate finding their own brand and

voice as they scale and grow.

Our Platform Team is backed by a range of specialists in areas such as

legal, compliance, investor relations, finance and ESG. Our Legal and

Compliance Teams are governance experts, whilst Finance and Investor

Relations Teams have a deep understanding of the public markets. Be

it support with governance or sharing our ESG best practice to help

them monitor, plan, and implement their own ESG strategies, our

support teams can help.

As our portfolio companies expand and grow, it is important for them

to have access to all the knowledge and know how they need to grow

and succeed.

Benefits of our model

Gain access to private

technology companies

We provide public market investors

access to high-growth private technology

companies.

It is not a blind pool

Investors can see the assets up front and

gain exposure to a range of companies

at different stages of their growth journey.

Build stakes

The permanent capital model of a listed

vehicle provides the flexibility to build

stakes in some of the top performers over

time, as opportunities arise.

Deal Governance

Quarterly Investment Team meetings to

(i)establish and develop a strategy around high

priority deals and (ii) separately review, discuss

and plan more broadly the ongoing delivery of

the Company’s overall investment strategy.

Deals reviewed each week in the Investment

Team weekly dealflow meeting.

Investment Committee review and approval

process takes place if a company moves onto

the next stage (and Board process if required).

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 ESG due

diligence process before a final decision can be

taken on the investment.

Due diligence, including the completion of our

ESG Framework, compliance checks and deal

negotiations take place prior to an investment

being made.

PHILIP O’REILLY

Head of Deal

Execution

EDEL COEN

Principal & Head

of Dealflow

MOLTEN VENTURES

Members of the Molten Ventures team

Talk to 1000+

We talk to the most promising businesses that clear

our screening process, getting to know the teams,

their ways of thinking and their ambitions.

Invest in 15-30

We make 15 to 30 investments a year, including

follow-on investments into tech companies that we

believe are poised for category leadership.

Screen thousands

Across our investment platform, we look at

thousands of businesses a year – searching for the

best opportunities, and the clearest visions.

18 19

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STRATEGIC REPORTANNUAL REPORT FY22

Ledger

Hardware & Deeptech

Develops security and infrastructure solutions for

cryptocurrencies and blockchain applications.

Since 2014, the company has sold more than 4

million hardware wallets in 190 countries and has

more than 1.5 million monthly users on Ledger

Live. Launched in 2014 around the idea of creating

secure solutions for blockchain applications, Ledger

SAS and its subsidiaries have now grown to a group

with over 300 employees across three continents.

Having originally invested in their US$75.0 million

SeriesB round in 2018, we joined the company’s

US$380.0 million Series C round in FY22. As the

ecosystem diversifies beyond cryptocurrency

to include NFTs, real estate, and other forms of

value that can be shifted onto blockchain, Ledger

continue to position themselves as the secure

gateway to this growing ecosystem.

We met Pascal and the team

at Ledger many years ago

and were excited to lead their

Series B round in 2018 backing

a strong belief in the need for

infrastructure and security

for crypto and blockchain

applications. Four years later,

and following the recent Series

C Round in May 2021, Ledger

is now at the forefront of a

huge growth trend in digital

assets and in pole position to

be the market leader globally

having built credibility through

security. The ambition is

now to become the leader in

critical digital asset sectors for

consumers and enterprise.

Jonathan Sibilia

Partner

Form3

Enterprise Technology

Cloud-native, real-time payment technology

platform.

Molten’s initial investment thesis on Form3

was built around our exploration of the layers

of cost inside a bank and what the drivers of

gross margin were for a neobank. Payments

and Core Banking Systems were the two main

components within that thesis. Originally Form3

positioned itself as an account-based payments

company for banks using a cloud-native

platform. Since then, it has evolved into a total

payments platform.

Having originally invested in November 2018,

Molten Ventures invested in Form3’s US$13.0

million Series B round in FY19, and most recent

US$160.0 million Series C round in September

2021, which brought the company’s total

fundraising to US$220.0 million. Form3’s strong

growth continues, having seen its annual

recurring revenue grow by 233% in 2021. The

company already employs over 340 people in

27 markets.

We have been involved with

Form3 since late 2018 and in the

time since, the company has

gone from strength to strength.

The company is a great example

of the investment potential in

fintech as the digital banking

revolution continues. It’s also

encouraging to invest alongside

banking industry players

who bring significant market

knowledge and commercial

opportunity.

Vinoth Jayakumar

Partner

Thought Machine

Enterprise Technology

Production of cloud-native technology for core

banking.

Founded in 2014, the company boasts a strong

customer base – signalling their critical role in

the future of global banking technology.

We first invested in Thought Machine in

FY20 in their US$125.0 million Series B round.

Thought Machine reached unicorn status in

2021 when it closed its US$200.0 million Series

C round, in which Molten participated. The

company announced its most recent US$160.0

million Series D funding round in May 2022 –

accelerating plans to bring the world’s banks

onto cloud technology. .

Thought Machine’s global client list includes a

range of Tier 1 multinationals, smaller regional

banks and fintech companies. The company

continues to scale, bringing its total number

of staff to over 500 with offices across four

countries.

We continue to invest in our

thesis of the technology layer

that forms the backbone of

banking. Thought Machine

stands out by way of the

strength of its engineering

capability, and is unique

in being the only company

in the banking technology

space that has developed a

platform capable of hosting

and migrating international

Tier 1 banks.

Vinoth Jayakumar

Partner

Graphcore

Hardware & Deeptech

Intelligence Processing Unit.

The company’s most recent SeriesE funding round raised US$222.0 million

– bringing the total funds raised by Graphcore to US$710.0 million. We first

participated in Graphcore’s US$30.0 million Series A round, and have since

participated in a further three rounds, including the aforementioned Series

E; our evergreen model allows us to support Graphcore as it grows.

In March 2022, Graphcore launched Bow IPU, at the heart of their next

generation ‘Bow Pod’ AI computer systems, delivering up to 40% higher

performance and 16% better power efficiency. Graphcore’s customer

base includes the Microsoft, Imperial College, University of Oxford and

University of Bristol among others.

We first invested in Graphcore at its inception,

spinning out of Xmos. Five rounds of funding

totalling US$710.0 million has made it the principal

challenger for the silicon micro-chips used in the

new AI market. In Nigel Toon, Simon Knowles,

and their team, Graphcore has the management

and technology capability required to transform

global industries. Molten had a close relationship

with Nigel and Simon long before Graphcore was

born and Graphcore’s continued innovation and

growth is testament to the vision and execution of a

remarkable team.

Stuart Chapman

Chief Portfolio Officer

Our public listing and multi-fund model

enable us to provide entrepreneurs

with backing across their companies’ life

cycles, fuelling the best businesses for

longer. OurFund of Funds programme

enables us to back companies at the

start of their journey, also providing us

with a source of the best businesses for

Series A and B investments. Our four-

pillar strategy, with an emphasis on

thesis-driven investments, allows for

great insight into emerging trends that

continue to develop and grow, such as

data management, climate tech, and the

decentralisation of banking technology.

As the best and brightest companies

scale, we are there to offer financial

support and guidance.

Molten’s model and plc structure gives us the flexibility to invest in

companies as their need arises. Our increased deployment during FY22

has enabled us to take part in follow-on rounds and support the most

promising from within our portfolio as they grow. In the current year, we

have deployed £130.3million into follow-ons into our existing portfolio,

£252.2 million into follow-ons since our 2016 AIM IPO.

20 moltenventures.com

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CASE STUDY

STRATEGIC REPORT

CASE STUDY

Case study: Supporting our

portfolio for growth

This movement should not be conflated with

the first foray of private capital into “clean

tech” in the early-noughties. We believe this

new economy is different to earlier attempts

to “green” the energy system or to shoehorn

sustainability into old systems. Most of our

current infrastructure, supply chains, food

systems, and business practices were developed

in a time when climate change wasn’t our most

significant global threat. This means that we

must facilitate a fundamental redesign of the

economy, one which no longer relies on fossil

fuels, to achieve the magnitude of change that

is necessary, something that has been brought

into even greater focus by the Russian invasion

of Ukraine and impact on global energy supply

chains. We believe that this will be structural

and transformational, presenting itself through

massive technological and systems-level

innovation.

Whilst various types of capital will be needed,

it is clear to us that venture-backed companies

will be driving much of that change. At Molten,

rather than looking at climate through a siloed or

sector-lens, we think about climate technologies

through a systems-level approach. Every

company, government and institution is going

to need a new infrastructure of solutions to

help measure, mitigate against and adapt to the

threats that climate change presents. Technology

companies developing working and scalable

solutions in these areas can be tomorrow’s

winners.

At Molten, we are excellently positioned to be

able to identify and scale these new climate

champions given:

• our position in the early-stage ecosystem

in Europe as responsible investors,

having backed a number of climate and

sustainability-focused seed fund managers

• our long-term patient capital approach and

ability to lifecycle fund the winners

• our emphasis on ESG and track-record

of backing companies across sectors and

across the tech-stack given climate can

impact any sector and will need hardware

and software solutions

As such, we have been developing our work

and research in this space and increasing our

cadence of investments where our fundamental

thesis aligns to the opportunities that emerge.

Ultimately, achieving net zero will require a host

of new, scalable, data-led solutions across every

component of the economy and the scale of

market shift around climate demonstrates this.

Technologies that blend the physical, digital,

and biological realms and systems that increase

traceability of materials and facilitate a circular

economy are among a host of innovative

solutions that will continue to gain momentum.

Call it the climate economy, climate-tech, clean-

tech 2.0 or anything else - this opportunity is set

to be vast, and we are just getting started...

The transition to net zero is one of the most urgent

needs of our time and also one of the single biggest

investment opportunities. Staying below the 1.5⁰C

warming threshold and so halving Greenhouse Gas

(GHG) emissions in a decade will require nothing short

of a complete overhaul of the global economy.

The United Nations (UN) estimates that around

US$3.5 trillion of investment will be needed

each year to 2050 to remain on track

. At

every layer of the capital stack, opportunities

are emerging to fund the development and

growth of the technologies that will enable

our sustainable future. Mark Carney, former

Governor of the Bank of England, considers

the net zero climate solution the “greatest

commercial opportunity of our age”

, and at

Molten we believe there will be a generation

of category-defining climate champions that

will emerge from this period.

If halving GHG emissions by 2030 is the

biggest economic opportunity in a generation,

then we believe that the winners are going to

win big. As for where we are now, countries

accounting for the majority of global GDP

have formal targets for net zero emissions

and there has been a dramatic shift in the

attitude of corporates as investors demand

companies realign operations for a net zero

future. The results are significant new pools

of capital, both public and private, forming

to fund innovation with institutional capital

flowing into “green” investment funds at an

unprecedented rate.

Case study:

Climate tech at

Molten Ventures

Climate intelligence - Cervest

Cervest is a pioneering Climate Intelligence company that forecasts and

quantifies physical climate risk at the individual asset level. Cervest’s

open-access platform pre-populates climate risk for every physical asset

on Earth, empowering organisations to view and act on their specific

climate risk in a way that has not previously been possible.

We believe that within the next ten years there will not be a single entity

without a carefully planned approach to assessing the physical risks from

climate disruption. As such, we see Climate Intelligence as one of the

most significant markets to scale in this net zero economy given the need

for data to power climate action and adaptation. We see a broad range

of applications for quantifiable micro-level data on climate risk, whether

in capital markets, insurance pricing, or for companies and governments

facing unprecedented economic impacts on physical assets and supply

chains from climate volatility.

Cervest - UK - Molten led US$30.0 million Series A

Carbon markets - BeZero Carbon

BeZero Carbon is building the world’s leading data and analytics

platform for scaling and catalysing the Voluntary Carbon Market (VCM).

Its core product, the BeZero Carbon Rating, is currently the only risk-

based framework for assessing carbon efficacy that can be applied to

any carbon credit project globally. Through their universal coverage and

risk-based framework, BeZero’s rating acts as a metric for cross-credit

carbon fungibility and a mechanism to facilitate true carbon liability-asset

matching.

As net zero commitments from corporates ramp up, so does interest

in carbon offsetting and indeed the desire to do so through robust

and reliable carbon projects. Estimates place the VCM at US$50-100

billion by 2030 compared to US$300 million in 2018

3 4

, however, whilst

this market is necessary for progress towards net zero, it lacks the key

infrastructure or data to function properly. The VCM has the potential to

act as a mechanism driving billions of dollars into carbon sequestering or

avoidance projects. Despite this, today’s market has very little correlation

between price and quality of carbon projects and the VCM needs the

data and infrastructure to align incentives to properly scale this market.

BeZero Carbon - UK - Molten led £15.0 million Series A

BEZERO CARBON

Tommy Ricketts (left) and Sebastien Cross (right),

Co-founders of BeZero Carbon

CERVEST

Climate Intelligence Platform

SATELLITE VU

Earth Observation Company

22 moltenventures.com

ANNUAL REPORT FY22

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STRATEGIC REPORT

CASE STUDY

https://www.ipcc.ch/site/assets/uploads/sites/2/2019/02/SR15_

Chapter4_Low_Res.pdf

https://www.ft.com/content/8ed608b2-25c8-48d2-9653-c447adbd538f

https://trove-research.com/wp-content/uploads/2021/11/

Trove-Research_Scale-of-VCM_29-Oct-2020-2.pdf

https://ukcop26.org/delivering-high-integrity-inclusive-voluntary-carbon-markets-

for-1-5c/

https://iea.blob.core.windows.net/assets/deebef5d-0c34-4539-9d0c-

10b13d840027/NetZeroby2050-ARoadmapfortheGlobalEnergySector_CORR.pdf

Earth Observation - Satellite Vu

We believe Satellite Vu is set to become a new category leader in “Earth

Observation” by measuring the thermal footprint of any structure on Earth

in a consistent and near real time manner using methods not previously

available. Satellite Vu will launch the world’s first constellation of infrared

satellites into orbit, delivering unique insights at scale around energy

efficiency and carbon footprinting. Their plans for global coverage by

2024 would give the company a first-mover advantage in a new category

of space data – infrared – and a potentially significant competitive moat in

a category with various emerging use cases.

Detecting heat signatures in space is a significant unmet need within

various sectors and will open up new applications in the net zero

economy. The built environment is responsible for around 40% of carbon

emissions, and capex related to the energy efficiency of buildings is

forecast to be in the trillions in the coming decades

, yet we lack consistent

and robust data in this area. Markets such as environmental monitoring,

energy, and large-scale thermal mapping of buildings for energy

efficiency programmes are set to be significant markets in the coming

years. There is evidence of significant latent demand for high resolution IR

data in these markets.

Satellite Vu - UK - Molten participated in £15.0 million Series A

12 12

34 36 35

31-Mar-19

31-Mar-20

31-Mar-21

31-Mar-22

Number of portfolio companies

Core Core via Earlybird Emerging Emerging via Earlybird

10%

25%

35%

30%

Number of companies – split by sector

Consumer technology Enterprise technology

Digital health & wellness Hardware & Deeptech

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 & wellness

Using data, software and hardware to create

new products and services for the health and

wellness market.

24% 30% 39% 35% 33% 25% 4% 10%

as a percentage of the

portfolio by value*

as a percentage of the

portfolio by number of

companies

as a percentage of the

portfolio by value*

as a percentage

of the portfolio

by number of

companies

as a percentage

of the portfolio

by value*

as a percentage

of the portfolio

by number of

companies

as a percentage of the

portfolio by value*

as a percentage of the

portfolio by number

of companies

In line with the growth of our portfolio and to reflect appropriate look-

through methodology, we have updated the presentation of our portfolio

data to disclose Earlybird companies where the overall invested amount

is over £2.0 million to Molten Ventures. Previously this threshold was set at

£1.0 million.

*The sector split by value is shown as a

percentage of the total value of those

companies listed above - direct investments, co-

investments and Earlybird companies above a

£2.0 million threshold to Molten Ventures. This is

not as a percentage of the Gross Portfolio Value

as the above excludes certain elements of the

portfolio, such as certain Earlybird investments

and holdings via our Fund of Funds programme.

Key

Climate tech Fintech

24 25moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Our portfolio

KPIsOur strategy

Strategic objective FY22 progress FY23 outlook Links

To back disruptive

high-growth

technology

companies to invent

the future

• Continued development of our

platform and team.

• Investments of £311.2 million made

during the year, with a further £45.1

million from EIS/VCT funds.

• Invested into 29 new and existing

companies (direct) and committed to

22 new funds via our Fund of Funds

strategy.

• Trading performance of our portfolio

companies continues to be strong

with average revenue growth rates in

the core portfolio above 65%.

• Expected level of annual

deployment in the region of £150.0

million

Link to

principal risks

(pages 73 to 81)

1, 2, 7, 9, 10

Link to KPIs

(page 27)

3, 4

To fuel their growth

with access to capital

• Investments of £311.2 million made

during the year, with a further £45.1

million from EIS/VCT funds.

• Of £241.9 million invested into

primary and follow-on rounds, 74%

was into growth-stage deals.

• Expected level of annual

deployment in the region of £150.0

million

Link to

principal risks

(pages 73 to 81)

1, 3, 5, 9, 10, 12

Link to KPIs

(page 27)

To provide a

holistic capital

model, supporting

entrepreneurs

through the duration

of their journey

• £78.1 million of cash at 31 March 2022,

with a further £60.5 million available

for investment in EIS/VCT funds.

• Committed to a further 22 Fund of

Funds, leading to total commitments

in 57 funds as part of our Fund of

Funds programme.

• Continue to utilise our flexible

model to support entrepreneurs

through the duration of their

journey.

• Continue to support our Fund of

Funds programme.

Link to

principal risks

(pages 73 to 81)

3, 4, 6, 8, 9, 12

Link to KPIs

(page 27)

3, 5

To scale our platform

for growth whilst

maintaining the

integrity of the

investment process

• Following growth in the investments

and additional capital raised in the

year, the platform’s AUM (including

EIS and VCT) is c.£1.8 billion.

• Continued development of our team.

• Continue to consider opportunities

to introduce third-party capital,

enabling the Group to build a more

material stake in companies.

• Continue to develop our processes

as we grow.

Link to

principal risks

(pages 73 to 81)

1, 4, 7, 9, 10, 11

Link to KPIs

(page 27)

1, 3, 5

To maintain a

high-quality bar

for investments to

continue to deliver

strong investment

returns underpinned

by cash realisations

• Fair value increase of 37% in the gross

portfolio.

• Realisations of £126.3 million during

the year.

• 20% through the cycle.

• Target of 10% in realisations of

the Gross Portfolio Value through

the cycle.

Link to

principal risks

(pages 73 to 81)

1, 2, 3, 4, 5, 6, 8,

9, 10, 12

Link to KPIs

(page 27)

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

• Achievement of FY22 ESG KPIs - see

page 50 for further details.

• See page 51 for details of FY23

ESG KPIs.

Link to

principal risks

(pages 73 to 81)

4, 7, 9, 10, 11, 12

Link to KPIs

(page 27)

KPI Measurement Progress this year Focus for 2023

Growth in value

of the portfolio

Gross Portfolio Value

determined using IPEV

Guidelines.

Gross Portfolio Value has increased

to £1,531.5 million, with a fair

value movement of £362.8 million

reflecting a fair value increase of 37%

from FY21 (FY21: £983.8 million).

20% through the cycle.

Realising cash

Cash generated from portfolio

company exits against

original cost.

£126.3 million realised in the year

(FY21: £206.3 million).

Target of 10% in realisations of the

Gross Portfolio Value through the cycle.

New

investments

Deploying funds for investments

into new portfolio companies,

follow-on investments into

existing companies, stake

building into existing companies

and secondary investments.

£311.2 million invested in the year

from plc (FY21: £128.0 million), with

a further £45.1 million from EIS/VCT

funds (FY21: £33.8 million).

Expected level of annual deployment

in the region of £150.0 million

Dealflow

Tracking private company

financing rounds across Europe

and analysing against the

Group’s internal CRM database

to determine if the opportunity

was known to the Group.

We continued to build the Platform

Team and enhance our deal

origination processes, as evidenced

by the calibre of investments made

during the year.

Through our brand and network,

continue to access high quality

dealflow across Europe.

Cash balances

Maintaining sufficient liquidity to

meet operational requirements,

take advantage of investment

opportunities and support the

growth of portfolio companies.

£78.1 million (FY21: £160.7 million) at

year-end, including restricted cash.

£60.5 million (FY21: £42.6 million) cash

in our EIS and VCT funds available for

investment.

Undrawn balance from our £65.0

million revolving credit facility at

year-end was £35.0 million (FY21:

£60.0million), with £30.0 million

drawn on the facility.

Maintenance of 12-18 months of cash

resources.

ESG*

Progress against Molten

Ventures’ FY22 ESG KPIs 1-4 (see

page 50).

We continued to work through our

ESG roadmap (see page 51).

Execute on the Company’s FY23

ESG KPIs, which can be found in the

Sustainability section of the report on

page 51.

* This ESG KPI indexes to 10% bonus entitlement for all staff and Executive Directors (see further information on page 113)

26 27moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

April

May June July August September2021

October November December January February March2022

Primary investments Follow-on investments Co-investments Exits Partial sale of shares, remains a holding Via EarlybirdPrimary investments Follow-on investments Co-investments Exits Partial sale of shares, remains a holding Via Earlybird

Activities in the year

Total plc investments by

type in FY22

Breakdown of £311m balance sheet investments.

Activity in the year includes investments over £2.0 million to Molten Ventures (exceptions of Clue – £0.8 million

invested, Satellite Vu - £1.0 million invested, Gardin - £1.5 million invested) or bringing the overall invested amount

to over £2.0 million to Molten Ventures via Earlybird.

£130m

Follow-ons

£13m

Earlybird

£112m

Primary

£27m

Fund of Funds

£29m

SPVs

Balance sheet investments

£311m

EIS/VCT fund investments

£45m

Exits

£126m

(proceeds from realisations, partial

realisations and escrows)

28 29moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Our increased investment cadence has allowed us to continue

to take advantage of high-quality opportunities and back our

existing portfolio through their cycle. Whilst we have increased

deployment this year, we have also maintained focus on the

quality of our investment process and balanced this uplift

through realisations.

Portfolio reviewWhat’s in a share?

As our companies grow, we have

the ability to provide follow-on

capital to build our stake.

68% of Gross Portfolio Value and 67% of our Net Asset Value (“NAV”)

is distributed in 21 companies, representing our core holdings. By

doubling down on the winners in our portfolio, we manage the risk

exposure of the portfolio and generate improved upside.

Equally, our more flexible approach to capital enables the

companies themselves to grow over a longer period, creating

value for the benefit of our Shareholders. When companies exit,

cash is returned to the balance sheet so we can invest it into new

opportunities.

Net other

assets/liabilities

Core

companies

Cash

Total

100%

Emerging

portfolio

31%

67%

-4%

NAV breakdown

Cash Core companies Emerging portfolio Net other assets/liabilities*

6% 67% 31% -4%

Cash

When companies exit, the cash

generated is returned to the

balance sheet and reinvested

into new opportunities in the

market.

Core companies

The companies in the portfolio

representing 68% of Gross

Portfolio Value, which is 67%

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 emerging entrepreneurial

and fast-growing tech

business. Core and emerging

percentage of NAV is

calculated with reference to

their proportions of the Gross

Portfolio Value.

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 135.

MOLTEN VENTURES

Members of the

Molten Ventures team.

Investments made during the year of £311.2million include £111.7 million

of investments into new companies and £130.3million of follow-ons into

our existing portfolio. Our higher levels of deployment have enabled us to

invest in new companies, lead more rounds and take larger stakes.

Cash proceeds were £126.3 million, including proceeds from partially

selling down shares held in publicly-listed Trustpilot and UiPath, as well

as from the full realisations of SportPursuit, Premfina, Conversocial, and

Bright Computing, and escrow receipts relating to previously announced

disposals and distributions from Fund of Funds interests.

Our portfolio continues to comprise of a balance of mature core

companies and emerging businesses.

Portfolio valuations

The Gross Portfolio Value as at 31 March 2022 is £1,531.5 million, an uplift

of £547.7 million to the 31 March 2021 value of £983.8 million. The fair value

increase for the year ending 31 March 2022 is £362.8 million, of which

£15.9 million results from the impact of foreign currency movements on

the portfolio. The largest contributors to the unrealised fair value gains

are Revolut (£75.9million), Thought Machine (£65.1 million), Aiven (£59.8

million) and CoachHub (£58.6 million).

At 31 March 2022, we held interests in three listed companies – Trustpilot,

UiPath, and Cazoo. We also held an interest in one listed fund as part of

our Fund of Funds programme. Their valuations are based on their quoted

share price on 31 March 2022.

68% of the Gross Portfolio Value is made up of our 21 core companies.

New entrants to the core are: CoachHub, Form3, ICEYE, N26, Isar

Aerospace and PrimaryBid, whilst Perkbox is not included in the core in this

period, and we exited SportPursuit. Wepartially disposed of Trustpilot and

UiPath during the period, however these companies remain in the core.

For more details on the movements of the core during the year, please

see the Gross Portfolio Value table on page 46.

The Gross Portfolio Value reflects fair value growth driven by financing

rounds at higher valuations and increased revenues. The fall in value of our

public company shareholdings has been offset by gains in the value of our

private investments at 31 March 2022. The performance of our portfolio

companies continues to be strong with average revenue growth rates in

the core portfolio above 65% during 2021.

68%

32%

Core Holdings as % GPV

Core Emerging

$72m

$109m

$181m

51%

66%

$321m

77%

2019 A 2020 A 2021 A 2022 F

400

350

300

250

200

150

100

GPV Average Core Revenues

A Actual F Forecast

Average revenues for core companies - actuals for 2019-2021 and

their forecasts for 2022.

30 31moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

£703m

£311m

£984m

(£126m)

£363m £1,532m

£m

31-Mar-21

31-Mar-20

Invested

Realised

FV movement

31-Mar-22

1,600

1,400

1,200

1000

800

600

400

200

Portfolio review continued

Investments

New companies

During the year, we invested £111.7 million into

new entrants to the portfolio, taking advantage

of opportunities to lead rounds in areas such

as climate tech, fintech and drone delivery

technology, whilst maintaining the quality and

volume of investments made.

• FintechOS – we led a US$60.0 million Series

B funding round in FintechOS, supported

by existing investors. FintechOS is a global

technology provider for banks, insurers and

other financial services companies with a

low code approach to digital transformation.

• Schüttflix – we led a US$50.0million Series

A round into Schüttflix, a platform that

connects material producers and freight

forwarders with customers from different

construction sectors, such as building, civil

engineering, and landscaping.

• Material Exchange – we led a €25.0 million

Series A round into Material Exchange, a

SaaS enabled marketplace for sourcing

materials within apparel industries.

• Mostly AI – we led a US$25.0 million Series

B round into Mostly AI, which uses AI to

create synthetic data sets to look just as real

as a company’s original customer data and

reflect behaviours and patterns enabling

companies to comply with data protection

regulations and use sensitive data in cloud

environments.

• SimScale – we co-led a €25.0 million

Series C extension round in SimScale,

a cloud-based SaaS platform making

high-fidelity simulation technically and

economically accessible to engineers

worldwide.

• Allplants – we led a £38.0 million Series B

funding round in Allplants, the D2C plant-

based food business. Its plant-based meals

are hand-made 24 hours a day by 140 chefs

in the company’s own kitchen and delivered

across the UK.

• Aktiia – we led a US$17.5 million Series A

round in Aktiia, which has built a system for

continuous blood pressure monitoring for

remote patient monitoring in hypertension.

Aktiia’s core product is a CE-marked, non-

invasive optical blood pressure monitoring

device worn on the wrist.

• Cervest – we led a US$30.0 million Series

A round in Cervest, whose AI Climate

Intelligence platform combines public and

private data sources, machine learning and

cutting-edge statistical science to present a

unified view of climate risk.

• Manna – we led a US$25.0 million Series A

round in Manna. Manna designs, builds and

operates unmanned aerial vehicles which

perform high-speed deliveries of takeaway

food, groceries and pharmacy goods/

supplies up to 3kg in suburban last-mile

settings.

• BeZero Carbon – we led a £15.0 million

seed round into carbon offset intelligence

platform BeZero Carbon. BeZero is building

a data and analytics platform for catalysing

and scaling the Voluntary Carbon Market.

• IndyKite – we led a US$8.0 million seed

round into IndyKite, a software company

building the identity layer for Web 3.0. It has

products that securely manage human, IoT

and machine identity.

• CausaLens – we co-led a US$45.0 million

Series A round into CausaLens, a no-code

Causal AI platform. The platform is designed

to quantify cause-and-effect relationships to

reason alongside humans in a manner that

is designed to be trustworthy, explainable,

and fair.

• Gardin – we led a US$11.0 million seed

round into Gardin, an agtech company

aiming to make nutritious food sustainable

and affordable. Gardin has developed

optical sensors to obtain data at the

individual plant level, allowing growers

to monitor biochemical processes such as

photosynthesis in real time.

• Satellite Vu – we invested as part of a

£15.0 million Series A round into Satellite

Vu, which is bringing satellite technology

to address global challenges and plans to

monitor the temperature of any building

on the planet in near real time using a new

satellite technology to determine insights

into economic activity, energy efficiency

and carbon footprint.

The final close of PrimaryBid’s Series B, which

we reported in our Annual Report for the year

ended 31 March 2021, also forms part of the

deployment figure into primaries in the year.

New companies –

co-investment strategy

As an extension of our existing strategy of

deploying capital via other vehicles through our

Fund of Funds programme, co-investments with

some of our seed fund managers have enabled

us to invest £28.9 million into four new additions

to the portfolio during the period.

• Genesis Global – a low-code platform for

capital markets.

• Sorare – a French-based fantasy sports

game, where players can buy, trade, play

and collect with official NFT player cards.

• Choco – a German digital platform

connecting restaurants and their suppliers

tooptimise the food supply chain.

• Pigment – a French collaborative financial

planning software for mid and large

enterprises.

Follow-on

We deployed £130.3 million into follow-ons in

17 existing portfolio companies during the year,

supporting our portfolio in their larger, later

stage rounds. These companies included the

following (over £2.0 million invested):

• Form3 – we deployed £25.0 million in a

US$160.0 million Series C round. Founded

in 2016, Form3 is a platform payment

technology provider and offering an

alternative to the traditional payment

infrastructure model, through its always-

on, cloud-native, Payments-as-a-Service

platform.

• Thought Machine – we invested

£20.0 million into the Series C round.

Thought Machine is a cloud native core

banking technology company, founded

in 2014 with a mission to enable banks to

deploy modern systems and move away

from the legacy IT platforms of the banking

industry.

• ICEYE – we participated in a

US$136.0 million Series D round with an

investment of £15.0 million. ICEYE has now

raised over US$304.0 million since 2015,

and owns and operates a constellation of

Synthetic-aperture radar (SAR) satellites.

• CoachHub – we participated with

a £14.7 million investment in their

US$80.0 million Series B extension round.

CoachHub is a global talent development

platform that enables organisations to

create a personalised, measurable and

scalable coaching programme for their

entire workforce, regardless of department

and seniority level.

• Ledger – we invested £10.0 million in a

US$380.0 million Series C round. We first

invested in Ledger in 2018, as part of its

US$75.0 million Series B. Ledger’s hardware

wallets allow investors to access the world

of digital assets securely.

• PrimaryBid – we participated in a

£125.0 million Series C round with an

investment of £8.8 million. PrimaryBid is

an online funding platform that enables

investors to gain access to placings and

fundraisings of listed companies.

• Pollen – we participated in a US$150.0 million

Series C round with an investment of

£7.5 million. Pollen is a destination travel

marketplace, which offers both third-party

events and Pollen’s own curated events.

• Lyst – we participated in a US$85.0 million

funding round in Lyst with an investment of

£7.2 million, joined by new investors. Lyst is a

global fashion search platform that lets users

search thousands of online fashion stores

at once.

• Paragraf – we participated in a

US$60.0 million Series B round with an

investment of £6.0 million. Paragraf’s

patented contamination-free deposition

technology delivers a scalable approach to

graphene device manufacturing.

• Freetrade – we invested £5.0 million

into Freetrade, a challenger stock trading

and investing app providing simple and

commission-free access for users to online

trading.

• Aircall – we participated in a

US$120.0 million Series D round with an

investment of £3.6 million, having first

invested in their US$25.0 million Series B

round in 2018. Aircall is an entirely cloud-

based voice platform which integrates

seamlessly with popular productivity and

helpdesk tools.

• Crowdcube – we participated in a

£15.0 million Series C round with an

investment of £3.0 million. Crowdcube

is a leading, British equity crowdfunding

platform.

Fund of Funds

Our Fund of Funds programme continues

to expand, providing access to earlier-stage

companies, as well as dealflow opportunities

for the highest quality companies from within

these portfolios. During the year, we committed

to another 22 funds, bringing our total to 57

funds. Total commitments to new and existing

Fund of Funds at 31 March 2022 were £109.9

million (converted at year-end exchange

rates), of which £52.5 million has been drawn

(FY21: £67.2 million committed with £25.5 million

drawn). During the year, we deployed capital of

£27.0 million into drawdowns.

Our funds are experts in specific areas. Among

the new funds within our portfolio are:

• Paua Ventures – a Berlin-based B2B

software and deep tech fund.

• Boost VC – focusing on pre-seed “Sci-Fi”

technology companies.

• Nomad Capital – a pre-seed and seed

stage fund focused on US/EU based SaaS

and Marketplace start-ups.

We have also continued our support of some

of our existing managers by committing to their

new funds, such as Join Capital II, ByFounders II,

Hardware Club II, and IQ Capital IV A.

Earlybird

During this period, we deployed £13.3

million via our partnership with Earlybird into

their Digital East Fund I, Earlybird Growth

Opportunities Fund, and Earlybird West’s Fund

VI and VII, continuing to access earlier-stage

companies in Germany and Europe with the

benefit of Earlybird’s expertise.

Realisations

Cash proceeds of £126.3 million were received

during the year, relating to the full exits from

SportPursuit, Premfina, Conversocial, and

Bright Computing, as well as partial exits

relating to Trustpilot and UiPath (now both

publicly listed), a secondary partial realisation in

Revolut, distributions from our Fund of Funds

programme, and distributions of escrows

relating to exits in prior periods.

• SportPursuit – we exited our investment

in the online private outdoor active

clothing and accessories sales club in the

UK and Germany following the acquisition

by private equity firm of SportPursuit,

bd-capital. We realised a total cash return

of £22.8 million (including estimated escrow

not yet received), above the £18.5 million

fair value held at 31 March 2021. We first

invested in SportPursuit in 2012 as part

of a Series A round, providing the first

institutional investment and supported them

in each subsequent fund raise through

to exit.

• Bright Computing – we exited our

investment in the software developer as

a result of NVIDIA’s acquisition of Bright

Computing, generating proceeds of £11.7

million with a 1.6x return on invested capital.

• Premfina – we generated proceeds of

£1.5 million from the sale of Premfina to HPS

Partners.

• Conversocial – Conversocial was sold via

acquisition and generated proceeds of £5.2

million.

• Trustpilot – during the prior financial year,

as part of Trustpilot’s IPO in March 2021,

Molten sold down part of its holding in the

leading global review platform, generating

proceeds during FY21 of £75.5 million. At

31 March 2022, we held 25 million shares

in Trustpilot plc, having generated further

proceeds of £23.2 million during the

period. Post period-end, we sold no further

Trustpilot shares. Since IPO, we have so far

generated cash proceeds of £98.7 million.

• UiPath – UiPath listed on the New York

Stock Exchange in April 2021. We have

generated proceeds of £49.8 million during

the period from related distributions from

Earlybird Digital East and sale of shares and

are recognising the remaining holding at

31 March 2022 at the period-end share price.

Post period-end

• We have deployed £73.7 million into new

and existing portfolio companies, including

our announced deal in HiveMQ

• We announced the funding rounds of

Thought Machine and Aiven (Aiven is held

via our partnership with Earlybird)

• At 31 March 2022, we held interests in three

listed companies – Trustpilot, UiPath, and

Cazoo. Their valuations are based on their

quoted share price on 31 March 2022. Their

value using the closing quoted share price

on 8 June 2022 was £43.9 million.

Gross Portfolio Value Progression

Realised FV movementInvestedTotal

32 33moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

REMAINING

PORTFOLIO

& CO-INVEST*

-£5.0m

REALISED

-£23.2m

REALISED

-£49.8m

REALISED

-£48.3m

REALISED

£100m£125m £75m £50m £25m

<£125m

£487.4m

£105.3m

£113.5m

£91.3m

£85.7m

£62.9m

£46.6m

£39.7m

£37.3m

£36.5m

£35.1m

£32.1m

£27.9m

£24.7m

£24.6m

£22.1m

£20.1m

£14.0m

£12.0m

£17.3m

£103.5m

£91.9m

Portfolio review continued

*Not to scale

£198.8m invested

(-£48.3m) realised

£49.3m fair value increase

Investment Fair value increaseFY21 Value

Key

Fair value decrease Realised

Investment Fair value increaseFY21 Value

Key

Fair value decrease Realised

£311m

Cash invested during the period

£126m

Cash received from realisations

during the period

£363m

Gross fair value movement

during the period

Gross Portfolio Value at

31 March 2022:

£1,531.5m

34 35moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Portfolio review

Core company updates

* Refer to page 54 for details.

** Please refer to Note 28 for details.

* Refer to page 54 for details.

** Please refer to Note 28 for details.

^ https://mlcommons.org/en/training-normal-10/

Graphcore is a machine intelligence semiconductor company, which develops Intelligent Processing Units

(“IPUs”) that enable unprecedented levels of AI compute. The IPUs’ unique architecture enables AI researchers to

undertake entirely new types of work, which drives advances in machine intelligence.

• In December 2020, Graphcore raised US$222.0 million in a Series E funding round led by the Ontario

Teachers’ Pensions Plan. Also participating in the round were Molten Ventures, funds managed by Fidelity

International, Schroders, and Baillie Gifford

• Industry performance metrics published by MLPerf demonstrated Graphcore have a significant Price to

Performance advantage over the market leader, Nvidia. These are the first public benchmarks published that

show Graphcore against Nvidia^

• Graphcore increased spend on research and development by 125% in 2020, and ended the year with a cash

balance of US$121.0 million, up 119% from 2019

• The company continues to roll out partnerships and product integrations, such as Pytorch lightning, ATOS

Pacific Northwest National Laboratory (PNNL), NEC, and Spell

• In December 2021, the company launched Poplar SDK 2.4

• In March 2022, Graphcore launched the world’s first 3D wafer-on-wafer processor - the Bow IPU – which

delivers up to 40% higher performance and 16% better power efficiency for real world AI applications than

its predecessors

• Jeff Richardson joined the Graphcore Board as an Independent Director. Jeff is current Chairman of Lattice

Semiconductor (NASDAQ: LSCC) and was COO of LSI Logic

UN Sustainable Development

Goals Mapping*

£24.0m

Invested

£113.5m

Investment valuation**

Aiven democratises access to the latest opensource technologies by offering fully-managed services for popular

open-source projects like Apache Kafka and Cassandra, Elasticsearch, M3 and PostgreSQL in the public cloud.

• In October 2021, the company announced it had extended the previous mentioned Series C funding round

from US$100.0 million to US$160.0 million. As well as Earlybird, investors include Atomico, IVP (Institutional

Venture Partners), World Innovation Lab, and Salesforce Ventures

• Aiven has been growing its revenue over 100% year on year

• Released Aiven for OpenSearch and now Kubernetes Operator support for PostgreSQL and Apache Kafka

• The company has increased its headcount by more than 65% since October 2021

• Launched Cluster startup programme to help startups build their data infrastructure using Aiven services

• Post year-end, Aiven announced their Series D funding round

This investment is held via Earlybird.

UN Sustainable Development

Goals Mapping*

£5.0m

Invested

£105.3m

Investment valuation**

Cloud native core banking technology company, Thought Machine provides core banking infrastructure to both

incumbent and challenger banks. The company’s technology provides an alternative, more flexible cloud-based

solution that can be configured to provide any product, user experience, operating model, or data analysis capability.

• US$200.0 million Series C funding raised new institutional investors including ING Ventures, J.P. Morgan

Chase Strategic Investments and Standard Chartered Ventures. Existing investors Molten, Lloyds Banking

Group, British Patient Capital, Eurazeo, SEB, Backed, and IQ Capital have all participated in the round

• Cauldron, a Thought Machine spin-out launched as a standalone financial video game studio

• J.P. Morgan selected Thought Machine to overhaul its core banking systems across the bank’s entire US retail

network, Chase Bank

• Italian bank Intesa Sanpaolo invested £40.0 million into Thought Machine and uses “Vault” to power a new digital

banking platform

• Post year-end, Thought Machine announced their Series D round raising US$160.0 million

UN Sustainable Development

Goals Mapping*

£36.5m

Invested

£103.5m

Investment valuation**

Ledger has created a next generation hardware digital asset wallet providing customers the highest level of

physical security solution to store their digital assets. Ledger’s products are USB-like devices which store access

keys for a customer’s crypto assets; the device uses advanced security authentication to allow customers to

access their crypto assets. Ledger currently has sold over 4 million devices and over 15% of the world’s crypto

assets are already secured through Ledger products. In addition to its Nano products, Ledger has launched a

dedicated app allowing customers to buy, sell, exchange, lend and manage crypto assets to other customers on

the platform. Ledger combines a hardware wallet to the Ledger Live app to offer consumers the easiest way to

start their crypto journey while maintaining full control over their digital assets. However, consumer products are

just one aspect of Ledger’s business. The company is also developing solutions for businesses including Ledger

Vault, to secure digital assets, and Ledger Enterprise Solutions, a digital asset custody and security solution for

institutional investors and financial players, as well as a staking solution.

• In March 2022, the company launched a new update of its Nano S, the Nano S+, with a bigger screen that

offers easy navigation and a smooth experience. A larger memory allows the installation of over 100 apps

simultaneously and manages over 5,500 digital assets

• A key partnership was also achieved with Coinbase in 2022: Coinbase users can now secure their coins and

NFTs with Ledger as the Coinbase Wallet browser extension adds support for Ledger Hardware Wallets

• Ledger has launched a debit card that connects directly with a crypto wallet (the Crypto Life card).

Cardholders will also be able to receive their paychecks into their card account directly. They will be able to

convert a percentage of their paycheck into Bitcoin and Ethereum every time they get paid

UN Sustainable Development

Goals Mapping*

£27.7m

Invested

£91.9m

Investment valuation**

Revolut is a global financial services company that specialises in mobile banking, card payments, money

remittance, and foreign exchange. Revolut is developing into a fintech super-app.

• In July 2021, Revolut raised US$800.0 million Series E funding from SoftBank’s Vision Fund 2 and Tiger

Global, valuing the business at US$33.0 billion. The funding will be used to continue to build the first global

financial super-app

• Secured Australian Credit licence and launched stock trading in Australia

• Launched Payday, to help employees access wages early to improve their financial wellbeing

• Acquired Forex Licence holder Arvog Forex Private Limited; the acquisition supports Revolut’s continued

expansion strategy which has included launches in Singapore, Australia, the US and Japan in the past

two years

• Continue to update and innovate, launching savings vault product and pet insurance as they enter the

insuratech space

• Revolut Junior now enables the use of Google Pay and Apple Pay

• Acquired Nobly ePOS business to expand services into the hospitality sector

• Revolut appointed a number of new hires including: Paroma Chatterjee as CEO India to build and lead

Revolut’s subsidiary in India, Mikko Salovaara as Group CFO, Sid Jajodia as Chief Banking Officer, and Joe

Heneghan steps up to a new role as Chief Executive Officer, Europe. The company also appointed Ibrahim

Dusi as Chief Risk Officer for Americas and Juan Miguel Guerra as CEO Mexico. Revolut acquired a team

from New York talent-sourcing marketplace, Wanted, to support their product development resource

UN Sustainable Development

Goals Mapping*

£7.1m

Invested

£91.3m

Investment valuation**

36 37moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Portfolio review

Core company updates continued

* Refer to page 54 for details.

** Please refer to Note 28 for details.

* Refer to page 54 for details.

** Please refer to Note 28 for details.

CoachHub is a leading global talent development platform that enables organisations to create a personalised,

measurable, and scalable coaching programme for the entire workforce, regardless of department and seniority

level. By doing so, organisations are able to reap a multitude of benefits, including increased employee

engagement, higher levels of productivity, improved job performance, and increased retention.

• CoachHub raised US$80.0 million Series B2 funding, increasing total funding to US$110.0 million. Molten,

RTP Global, HV Capital, Signals Venture Capital, Partech, and Speedinvest all participated in the round

• Continued expansion in Australia following the Series B fundraise including a series of new hires, expanding

the team and bolstering leadership

• In the first half of 2021, CoachHub exceeded their full year of new business generation for 2020

• Acquired French market leader and a pioneer in digital coaching, MoovOne

• The company launched CoachHub Wellbeing, its new mental health coaching programme designed to

improve employee wellbeing across the global workforce

• Acquired coaching division of leading Austrian consulting company Klaiton including its pool of 500 highly

qualified business coaches

• Continued global expansion with the opening of an Asia Pacific Headquarters in Singapore and a new office

in Amsterdam

• Professor Jonathan Passmore appointed as Senior Vice President of Coaching

UN Sustainable Development

Goals Mapping*

£27.1m

Invested

£85.7m

Investment valuation**

The company’s cloud-based platform integrates seamlessly with popular productivity and helpdesk tools and is

accessible, transparent, and collaborative. It replaces outdated systems with a collaborative platform that helps

to communicate with customers, prospects, candidates, and colleagues. This enables businesses to be better on

customer support or sales engagement with a phone system.

• The company raised a US$120.0 million Series D funding round. Goldman Sachs joined the round as the

newest investor. Molten also participated alongside eFounders, NextWorld Capital, Adams Street Partners,

DTCP, Swisscom Ventures, and Gaia Capital Partners

• The expansion of Aircall’s North American operations led to a growth of 26% in North American revenue

from June to December 2021.

• The company opened its Sydney office at the beginning of 2021 and has grown its team from one to

30, and reached the milestone of 1,000 customers. It also opened a new office in London as part of its

expansion across Europe

• Aircall continues to have a number of partnerships and integrations with platforms like HubSpot, CRM

and Paytia

UN Sustainable Development

Goals Mapping*

£14.3m

Invested

£62.9m

Investment valuation**

Form3 provides a cloud-native, real-time payment technology platform to enable banks and regulated fintechs

to create amazing products and experiences.

• The company announced US$160.0 million Series C funding round led by Goldman Sachs Asset

Management. Molten, alongside other existing investors, also participated

• In 2021, annual recurring revenue grew by 233% from 2020 levels

• Several new hires were made to its Executive Leadership team, including Giles Hawkins as Chief Legal

Officer and Simeon Lando as Chief Marketing Officer

• Employs over 260 people in 22 countries

UN Sustainable Development

Goals Mapping*

£30.1m

Invested

£46.6m

Investment valuation**

A search engine just for fashion. Lyst offers a social shopping site that includes an inventory of fashion products

and provides access to changing fashion data points every hour, enabling users to find and buy the latest

fashion trends by browsing through a series of clothing and accessories.

• The company raised a US$85.0 million funding round. Molten participated alongside several existing

investors and were joined by new investors, Fidelity International, Novator Capital, Giano Capital and C4

Ventures

• In 2021, GMV exceeded US$500.0 million, following 1100% growth in new users on the Lyst app. Lifetime

GMV is now over US$2.0 billion

• Revenue of £35.5 million was generated in 2021, which was an increase of 54% on 2020

• Lyst released its own Conscious Fashion Report, a deep-dive into fashion lovers’ changing sustainable habits

and the creators driving that change from the company’s insights and data analysis

• The company announced a few appointments in senior management positions: Mateo Rando, previously at

Spotify, as Chief Product Officer and Emma McFerran, formerly General Counsel and Chief People Officer,

has been appointed COO and a new board member

£13.2m

Invested

£39.7m

Investment valuation**

M-Files provides an intelligent information management platform that is repository neutral and utilises AI to

break down information silos and unify systems, data and content. M-Files organises customers’ content with the

ability to connect to existing network folders and systems to enhance them with the help of AI to categorise and

protect information.

• Annual recurring revenue grew by more than 30% in 2021, with net revenue retention increasing to over

120% in 2021

• The company received the highest score in two use cases in updated Gartner® Critical Capabilities for

Content Services Platforms report

• Launched smart content migration with new intelligence service offering

• Named winner in the 2022 Business Intelligence Group’s Artificial Intelligence Excellence awards, recognised

for its innovations to the M-Files metadata-driven document management platform

• Recognised as one of five 2022 Gartner Peer Insights™ Customers’ Choice for Content Services Platforms

• 3 recent appointments to further support M-Files’ commitment to rapidly expand the company’s global

presence and deliver continuous innovation across its document management platform; appointment of

Bob Pritchard (former SVP Sales of Alfresco) as Chief Revenue Officer, appointment of Nancy Harris (former

EVP & MD of Sage North America) and Christophe Duthoit (former BCG Sr. Partner Emeritus) to the Board of

Directors

UN Sustainable Development

Goals Mapping*

£6.5m

Invested

£37.3m

Investment valuation**

Online global review platform, Trustpilot, provides a trust layer for the open commerce ecosystem by giving

consumers the confidence to purchase goods and services from a wide range of online and offline businesses

across the world.

• Trustpilot is listed on the London Stock Exchange with the ticker TRST

• Revenue increased 24% in 2021 from 2020, with revenue of US$131.4 million, and the Company’s ARR

increased 26% from 2020 to 2021

• Launched integrations with Shopify, WooCommerce marketplace and PrestaShop

• The company became a member of the European Tech Alliance (EUTA) joining 37 other major European

digital champions, scaleups, and leading start-ups to provide insight on the tech industry and the

experience of scaling in the EU

• Joe Hurd was appointed to the board as a Non-Executive Director. Former Marketing Director of

QuickBooks, Alicia Skubick was appointed Chief Marketing Officer (effective 4 October 2021)

£12.1m

Remaining cost

£36.5m

Investment valuation**

£98.7m

Proceeds received

38 moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Portfolio review

Core company updates continued

* Refer to page 54 for details.

** Please refer to Note 28 for details.

* Refer to page 54 for details.

** Please refer to Note 28 for details.

RavenPack is a leading big data analytics provider for financial services. The company offers a comprehensive

data solution for global risk analysis to isolate and manage fast-moving issues. The data analytics platform

uses natural language processing (NLP) algorithms to scan the news in real time and calculate sentiment and

volume risk metrics allowing clients to enhance returns, reduce risk and increase efficiency by systematically

incorporating the effects of public information on their models or workflows. RavenPack’s clients include some

of the most successful systematic hedge funds, as well as asset managers and banks.

• Launched RavenPack Edge, the most advanced multilingual NLP platform on the planet. Edge is a new

AI platform that collects, reads, and analyses billions of documents to help businesses better monitor and

mitigate emerging risks. RavenPack Edge is capable of understanding content in 13 different languages and

can extract insights from all types of documents – from short news articles to complex legal filings and more

recently, job news

• Launched the Credit Suisse RavenPack Artificial Intelligence Index, a rules-based multi-asset index applying

an S&P 500® sector rotation process driven by news sentiment. This powers systematic investment strategies

designed to provide exposure to sectors of the US economy with stronger sentiment based on a news

analytics algorithm powered by RavenPack. As of March 2022, Credit Suisse trades more than USD$1.0 billion

in derivatives linked to the Index

• RavenPack has been recently named Alternative Data Vendor of the Year 2022 by Risk.Net magazine, an

important endorsement in the company’s ecosystem, recognising that the company leads the way with

the most sophisticated text analytics platform that turns news, transcripts, filings and any text in different

languages into actionable indicators

UN Sustainable Development

Goals Mapping*

£7.5m

Invested

£35.1m

Investment valuation**

ICEYE’s radar satellite imaging service, with coverage of selected areas every few hours, both day and night,

helps clients resolve challenges in sectors such as maritime, disaster management, insurance, finance, security,

and intelligence. ICEYE is the first organisation in the world to successfully launch synthetic-aperture radar (SAR)

satellites with a launch mass under 100 kg.

• In March 2021, ICEYE had US$50.0 million in signed contracts, which was nearly 10x growth from the

previous year

• In April 2021, the company opened new spacecraft production facility in Irvine California expanding

manufacturing, research, and customer operations in the US

• Four new radar imaging satellites launched in July 2021 to increase persistent monitoring capabilities

• Contract with National Oceanic and Atmospheric Administration (NOAA) to support the monitoring and

response to environmental hazards in the maritime sector also announced

• Makoto Higashi joins as General Manager for local business operations as ICEYE expands its offering in

Japan. Appointed Lisa Wardlaw as Global Head of Insurance Solutions as ICEYE accelerates growth in the

insurance segment; Andy Read hired as Global Head of Government Solutions

UN Sustainable Development

Goals Mapping*

£22.5m

Invested

£32.1m

Investment valuation**

Isar Aerospace develops and builds launch vehicles for transporting small and medium-sized satellites, as well as

satellite constellations into Earth’s orbit.

• The company extended its Series B funding round to over US$165.0 million led by HV Capital, Porsche SE,

and Lombard Odier. Other participants include existing investors Earlybird, Lakestar, Vsquared Ventures, and

Apeiron

• The company won €10.0 million in funding from the EU in January 2022 along with €11.0 million from the

Federal German Government and the German Aerospace Center in April 2021

• The company has signed an agreement with Norwegian Andøya Space to secure exclusive access for a

period of up to 20 years to one of its launch pads on the island Andøya. As a launch site operator, Andøya

Space provides launch pads, payload integration facilities, as well as the technical infrastructure on site

• Airbus Defence and Space has committed to use Isar Aerospace for satellite launch services

• Partnership with OroraTech to launch satellites for tackling global wildfire crises

• Astrocast to use Isar Aerospace’s launch vehicle to launch a satellite as part of its global nanosatellite IoT

network

This investment is held via Earlybird.

£4.5m

Invested

£27.9m

Investment valuation**

Endomag utilises technology to improve cancer care by preventing unnecessary surgery and improving

outcomes and patient experience where surgery is needed.

• The company has received a 2021 Queen’s Award for Enterprise in International Trade for the second time,

originally having been selected as a recipient back in 2018

• The company was named one of Europe’s fastest growing companies by the Financial Times, featured on

the list as the 7th highest rated Healthcare company

• An endorsement from the UK health technology assessment body NICE was received, opening the way to

broader adoption of its technology in the National Health Service

UN Sustainable Development

Goals Mapping*

£9.3m

Invested

£24.7m

Investment valuation**

Technology platform that allows everyday investors fair access to public companies raising capital. The company

ensures retail investors are able to transact at the same time and at the same price as institutional investors.

• The company raised US$190.0 million in their Series C round, which was led by SoftBank Vision Fund 2, with

participation from Molten Ventures, as well as a number of existing investors

• First cross-border IPO of Soho House on the New York Stock Exchange

• Launched partnership with Euronext in France

• Made ten offers available to individual investors in one week, PrimaryBid’s highest ever

• Crossed US$1.0 billion in demand on the platform users

• Reached milestone of over 5 billion shares transferred

• Revenue increased over 3,500% in FY21, to over £4.9 million

UN Sustainable Development

Goals Mapping*

£14.2m

Invested

£24.6m

Investment valuation**

40 41moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Portfolio review

Core company updates continued

* Refer to page 54 for details.

** Please refer to Note 28 for details.

* Refer to page 54 for details.

** Please refer to Note 28 for details.

N26 provides mobile banking services for customers. Its mobile banking services offer online banking that

includes making and handling of current accounts, fixed accounts, and other banking services, letting customers

manage and control their banking details via a smartphone application easily.

• Raised US$900.0+ million Series E Round led by Third Point Ventures and Coatue Management, and joined

by Dragoneer Investment Group as well as existing N26 investors

• Launched on-demand insurance product N26 insurance, which will offer the digital bank’s customers the

option from the N26 app to purchase coverage, manage plans and initiate claims for a range of insurance

plans from different providers. The offering is currently available in Europe

• The company announced a partnership with SumUp, lowering barriers for cashless payment acceptance for

freelancers and self-employed individuals

• US operations were discontinued as the company sharpens its focus on its European business

• Expanded its management team with the appointment of Thomas Grosse taking on the role of Chief Risk

Officer (CRO), Dr. Stephan Niermann as Group Money Laundering Reporting Officer (MLRO), and Dr. Volker

Vonhoff as Director of Group Risk. Chief Financial Officer Dr. Jan Kemper, has taken over the roles of COO

and CFO as COO Adrienne Gormley steps down. Alongside the appointment of Dr. Jan Kemper as Chief

Financial Officer (CFO) of the Group, Christian Strobl was also appointed as Austrian Market lead

This investment is held via Earlybird.

UN Sustainable Development

Goals Mapping*

£10.6m

Invested

£22.1m

Investment valuation**

Freetrade is a challenger stockbroker with mobile-first, commission-free investing. Freetrade is on a mission

to enable people to invest and grow their savings by benefitting from the global economic growth driven by

public companies. Freetrade is FCA-regulated, FSCS-secured and one of the newest members of the London

Stock Exchange (LSE).

• A record-breaking fundraising via Crowdcube was achieved; the company hit £8.0 million in fewer than

six hours

• April 2021 saw the launch of Freetrade self-invested personal pension (SIPP)

• The company received its licence from Sweden’s financial regulator making its next step in European

expansion

• German, Finnish and Dutch stock have launched on Freetrade

• The company reached a number of milestones in the past year including one million registered users in

October and £1.0 billion assets under administration in November

• Paul Brooker joined Freetrade as CFO in September 2021, formerly serving as CFO and Head of Financial

Control at Revolut

UN Sustainable Development

Goals Mapping*

£13.0m

Invested

£20.1m

Investment valuation**

Online loan comparison platform, which brings private applicants together with a variety of banks and private

investors, offering highly attractive interest rates for loans, providing customers a tailored online loan with the

best conditions free of charge within seconds.

• Announced partnership with Deutsche Bank and Younited Credit

• In February 2021, smava acquired Finanzcheck

• Since market launch in 2007, smava has enabled more than 500,000 consumers to take out cheap loans

This investment is held via Earlybird.

UN Sustainable Development

Goals Mapping*

£14.5m

Invested

£17.3m

Investment valuation**

UiPath provides a comprehensive robotic software solution for IT-based process automation. Built on a

comprehensive, fully integrated platform with centralised instrumentality, UiPath is designed for the highest

standards of enterprise management, security, scalability and auditability.

• UiPath listed on 21 April 2021 onto the New York Stock Exchange with the ticker PATH

• As of January 31 2022, UiPath’s annualised renewal run-rate had grown 59% year on year, with ARR of

US$925.0 million

• Announced features that enable customers to further their automation journeys with powerful capabilities

and simpler, more gratifying experiences in discovering, building, managing, and running automations with

its latest platform release

• Five UiPath executives were named in CRN’s 2021 Women of the Channel List for their leadership,

dedication and channel advocacy

• The company strengthened their leadership team with two new hires; former ServiceMax executive, Bettina

Koblick, was appointed new Chief People Officer and Andreea Baciu was appointed the company’s first

Chief Culture Officer

• We have received distributions in kind from the Earlybird funds and now hold a portion of UiPath directly

This investment is partially held via Earlybird.

UN Sustainable Development

Goals Mapping*

£4.4m

Remaining cost

£14.0m

Investment valuation**

£59.8m

Proceeds received

Founded in 2018 by entrepreneur, Alex Chesterman, Cazoo is changing the way to buy and sell a car online.

Cazoo is a UK digital business and leading online car retailer, allowing purchase, financing or subscription to cars

online, with the option of home delivery or collection. In August 2021 Cazoo launched on NYSE trading under

the symbol “CZOO”.

• US$630.0 million fund raise led by Viking Global Investors to support continued growth and expansion in

the UK and EU

• Secured €50.0 million asset backed securitisation with BNP Paribas

• Launched in Spain, France and Germany and opened customer centres in Carlisle, Liverpool, Lakeside, Essex

and Newcastle (marking its 21st customer centre)

• The company has made a number of acquisitions in the past year including; automotive data insights

platform, Cazanna, SMH Fleet Solutions, Swipcar, and Italian online car retailer brumbrum

• Agreed partnership with Oglive fleet securing 18,000+ vehicles

• Expanded its offering to commercial vehicles

• Duncan Tatton-Brown, Anne Wojcicki, Moni Mannings and Luciana Berger joined the Cazoo board.

Appointed a number of new hires including Veronica Sharma (Group Chief People Officer), Abhishek Roy

(European Managing Director), Andreas Schuierer (Country Manager for Germany), Romain Weill (Country

Manager for France), Tommaso Debenedetti (Country Manager for Italy) and Julio Ribes (Country Manager

for Spain)

£9.9m

Invested

£12.0m

Investment valuation**

42 moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

FY22 delivered strong uplifts in the portfolio, increased

investment capital deployed and further portfolio

company IPOs set against a backdrop of a variable

environment. With an equity raise, move to the Main

Market and corporate rebrand, it was another active year.

It is pleasing to be able to report further strengthening of

the portfolio with fair value growth and a number of new

exciting companies added. The resilience and flexibility

of our model is beneficial as we link public markets into

the private venture capital ecosystem, and we will look to

broaden this by building the capital pool alongside the

balance sheet with additional private fund strategies. This

will complement our existing c.£400 million of AUM from

our EIS and VCT funds.

As at 31 March 2022, net assets of £1,433.8 million

were recognised, which is an increase of £400.7

million on prior year. This growth is mainly driven

by the movement in value of our net portfolio,

which is recognised at fair value through profit

or loss (“FVTPL”) in the consolidated statement of

financial position.

We have a strong and diversified portfolio,

across sectors and stages of their lifecycle, which

is evidenced by the gross fair value growth for

the year of £362.8 million (37%), a £329.4 million

net fair value increase. We have generated fee

income during the year of £21.8 million, both

internally and externally, which allows us to

continue to meet and improve on our target of

costs (net of income) being less than 1% of NAV.

In June 2021, we completed an equity raise

of £107.7 million (net of costs) from new and

existing investors (including a PrimaryBid retail

element), followed by the Company moving to

the Main Market in July 2021, further broadening

the investor base.

Statement of financial

position

Portfolio

The Gross Portfolio Value at 31 March 2022

is £1,531.5 million (£983.8 million at 31 March

2021). The Gross Portfolio Value is an APM (see

Note 33) and a reconciliation from gross to net

portfolio value, which is recognised on the

consolidated statement of financial position,

is shown on page 46 below. Investments of

£311.2 million were made during the year, cash

proceeds from exits, escrows and sales of shares

were received of £126.3 million (£112.8 million

net of carry payments) and non-investment

movements of £15.9 million related mostly

to internal management fee payments. The

gross fair value movement on the portfolio was

£362.8 million, of which £15.9 million results

from foreign exchange movements and £346.9

million from fair value movements. The overall

fair value increase results from the net £564.2

million increase in fair value offset by £217.3

million decrease in fair value. Further details on

the Group’s valuation policy and valuations basis

as at 31 March 2022 can be found in Notes 5, 28

and 29 to the consolidated financial statements.

The fair value growth in the year reflects strong

performance in the private portfolio on the

basis of their continued commercial traction and

rounds at higher valuations, offset by the fall in

value of our public company shareholdings at 31

March 2022. Private market valuations have been

underpinned with several financing rounds at

higher valuations, including recently announced

rounds for Thought Machine and Aiven. This

demonstrates the breadth and robustness of the

portfolio. Key fair value increases during the year

relate to some of our core companies, including

Revolut (£75.9 million), Thought Machine (£65.1

million), Aiven (£59.8 million) and CoachHub

(£58.6 million).

The Gross Portfolio Value is subject mainly to

adjustments for the fair value of carry liabilities

and Irish deferred tax to generate the Net

Portfolio Value of £1,410.8 million. Both carried

interest liabilities and Irish deferred tax arise at

the level of our investment vehicles, and must

be taken into account when arriving at the fair

value of our these vehicles to be recognised in

the consolidated statement of financial position.

The increase of £543.7 million in the year from

£867.1 million at 31 March 2021 results from

investments made of £311.2 million and a net fair

value increase of £329.4million (including £15.9

million of FX impact), offset by realisations of

£126.3 million (£112.8 million net of carry paid).

The net fair value gain on investments of £329.4

million is reflected in the consolidated statement

The resilience and

flexibility of our

model is beneficial

as we link public

markets into the

private venture

capital ecosystem...

Ben Wilkinson

Chief Financial Officer

of comprehensive income. The deferred tax

recognised on the Gross Portfolio Value has

decreased in the year as a UK deferred tax

liability in respect of the investment portfolio has

been recognised in the consolidated statement

of financial position. This is to more closely align

the recognition of deferred tax to the location in

which it will likely become payable on realisation

of the assets. Carry balances of £121.5 million

are accrued to previous and current employees

of the Group based on the current fair value

at the year-end and deducted from the Gross

Portfolio Value. Carry payments totalling £13.5

million were made in the year following the

further realisations of assets in the underlying

fund holdings that exceeded threshold returns.

In addition, non investment cash movements

to entities held at FVTPL were made of £15.9

million, including for payments of Priority

Profit Share (“PPS”). The Gross Portfolio Value

table below has been generated to reconcile

the Gross to Net Portfolio Values and the

movements between 31 March 2021 to 31 March

2022. The percentage of Net Portfolio Value

to Gross Portfolio Value is 92% (31 March 2021:

88%), which is a reflection of the deferred tax

alignment and increase in carry balances as the

portfolio grows.

Total liquidity

Total available liquidity for the Group at 31 March

2022 was £113.1 million, including £35.0 million

undrawn on the Company’s revolving credit

facility (31 March 2021: £220.7 million, including

£60.0 million undrawn on the Company’s

revolving credit facility). Our EIS and VCT funds

also have £60.5 million of cash available for

investment at 31 March 2022. The consolidated

cash balance at 31 March 2022 was £78.1 million

(31 March 2021: £160.7 million). This includes £2.3

million of restricted cash relating to our revolving

credit facility – see Note 22(ii) for further details.

During the year, our fundraise generated net

proceeds of £107.7 million and we received cash

proceeds from portfolio realisations of £126.3

million. This was offset by investments made

during the period of £311.2 million, as well as

carry, management fees, and operating costs.

Following the fundraise in June 2021, a total of

13,902,778 new ordinary shares were issued at a

placing price of 800p per share; retail investors

in the UK subscribed via an offer via PrimaryBid

for 603,500 of these. These are recognised

in share capital (1p ordinary shares) and share

premium in the consolidated statement of

financial position, net of directly attributable

costs.

The Company has a revolving credit facility of

£65.0 million, of which £35.0 million remains

undrawn at 31 March 2022. The facility was

extended and increased by one year to £65.0

million (from £60.0 million) in May 2021. We

have been in compliance with all covenants

throughout the duration of the facility and at the

year-end. The drawn amount of £30.0 million

is recognised in the consolidated statement of

financial position at 31 March 2022, offset by

capitalised fees from the setup and extension

of the facility, which are being amortised over

its life. Drawdowns and paydowns will continue

to be driven by portfolio investments and

realisations.

Net assets

Net assets in the consolidated statement

of financial position at 31 March 2022 have

increased by £400.7 million from 31 March

2021 to £1,433.8 million, an increase of 39%.

This is mainly the result of the increase in the

investments balance discussed above, offset

by the resulting decrease in cash, deferred tax

recognised in the statement of financial position,

drawdown on the revolving credit facility, and

an increase in deferred income relating to fees.

Statement of

comprehensive income

We recognised profit in the year of £300.7

million, up from £267.4 million in FY21.

Income recognised during the year ending

31 March 2022 comprises investment gains

of £329.4 million (year ending 31 March 2021:

£276.3 million), as well as fee income of £21.8

million (year ended 31 March 2021: £12.5 million).

Fee income is principally comprised of Priority

Profit Share (“PPS”), management fees from the

EIS/VCT funds, performance fees and promoter

fees. PPS is generated from management

fees charged on the underlying plc funds; as

invested capital, net of realisations, increases so

too does the PPS income. Performance fees are

generated from realisations of EIS assets ahead

of return hurdles. These are passed through to

the management teams with £0.5m retained

within the Group. Promoter fees are income that

is recognised alongside fundraising activity in

the VCT. The increase in fee income is a result of

an increase in the funds under management and

particularly from the increase in the third-party

funds. This in part reflects the consolidation

of the manager of our VCT funds following

acquisition of the full holding.

General and administration costs (“G&A”) of

£19.5 million, compared to the £13.8 million

recognised in the year to 31 March 2021,

have increased due to growth in the team

and infrastructure as the Group builds the

investment platform. Within G&A is £2.0 million

of performance fees (highlighted above) that

were paid out. Exceptional costs of £2.4 million

were recognised in the period relating to the

Company’s move to the Main Market. This

includes all non-recurring costs relating to the

Main Market move, such as legal, reporting

accountant, exchange, and broker fees.

Our operating costs (net of fee income) continue

to be substantially less than our target of 1%

of NAV and have narrowed as income builds.

It is anticipated that further income in fees

generated from management of third-party

funds, such as our planned growth fund, will

provide a further positive contribution to our

cost base and profitability in the future.

Post period-end

We have deployed £73.7 million into new and

existing portfolio companies, including our

announced deal in HiveMQ.

We announced the funding rounds of Thought

Machine and Aiven.

At 31 March 2022, we held interests in three

listed companies – Trustpilot, UiPath, and Cazoo.

Their valuations are based on their quoted share

price on 31 March 2022. Their value using the

closing quoted share price on 8 June 2022 was

£43.9 million.

Ben Wilkinson

Chief Financial Officer

12 June 2022

44 45moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Financial review

Financial review continued

Gross Portfolio Value Table

Investments

Fair Value of

Investments

31-Mar-21

£m

Investments

£m

Realisations

£m

Non-

investment

cash

movements

£m

Movement in

Foreign

Exchange

£m

Movement in

Fair Value

£m

Fair Value of

Movement

31-Mar-22

£m

Fair Value of

Investments

31-Mar-22

£m

Interest FD

Category*

at reporting

date

Graphcore . . . . . (.) . . A

Aiven . . . . (.) . . . B

Thought Machine . . . . . . . . A

Ledger . . . . (.) . . . B

Revolut . . (.) . . . . . A

CoachHub . . . . (.) . . . D

Aircall . . . . . . . . B

Form . . . . . . . . C

Lyst . . . . . (.) (.) . C

M-Files . . . . (.) . . . B

Trustpilot . . (.) . . (.) (.) . B

Ravenpack . . . . . . . . D

ICEYE . . . . . . . . A

Isar Aerospace . . . . (.) . . . A

Endomag . . . . . . . . C

PrimaryBid . . . . . . . . A

N . . . . (.) . . . A

Freetrade . . . . . (.) (.) . B

Smava . . . . . (.) (.) . A

UiPath . . (.) . . (.) (.) . A

Cazoo . . . . . (.) (.) . A

Remaining portfolio . . (.) . . . . .

Total Portfolio . . (.) . . . . ,.

Co-Invest . . . . . (.) (.) .

Gross Portfolio Value . . (.) . . . . ,.

Carry External (.) . . . . (.) (.) (.)

Portfolio Deferred tax (.) . . . . . . .

Trading carry & co-invest . . . . . . . .

Non-investment cash

movement . . . . . (.) (.) .

Net Portfolio Value . . (.) . . . . ,.

* 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%

The Directors have assessed the viability of the Group over a three-year period to

March 2025, 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.

Whilst all the risks identified, including cyber

security, key personnel, industry competition,

COVID-19, 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 macro-

economic environment, portfolio valuations,

geo-political 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 and the value of all

listed assets held being reduced

Links to Principal Risks: 1, 2, 10

2. Valuations risk

Scenario: considers the impact of public and

private market recalibration causing severe

disruption to the operating cycle, significantly

reducing valuations & realisations, and stalling

routes to exit.

Links to Principal Risks: 1, 2, 3, 10, 11

3. Realisations risk

Scenario: considers no exits being realised in

FY24, 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, 6, 8, 10, 11

4. A combination of scenarios

1-3 above

Links to Principal Risks: 1, 2, 3, 6 , 8, 10, 11

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 scenario, however, in the event of such

a scenario the Group would be able to continue

operating until May 2024 before borrowing

capacity was reached and would continue

to operate with ample liquidity well beyond

March 2025.

In such scenarios there would be additional

options available to the Group to mitigate the

impact on liquidity, including:

a. reducing investment levels to mitigate the

impact on liquidity

b. exits from underperforming investments

c. sale of listed assets

d. equity financing

e. syndicated fund strategies 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

macro-economic risks.

Links to Principal Risks: 1, 2, 3, 6 , 8, 10, 11

2. Resilience to technological risks

As part of the move to the Main Market, a

comprehensive assessment of the Group’s IT

security & infrastructure was undertaken. No

major issues were identified but in recognition

of the pace of technological change and global

increase in cyber security threats the Group

has appointed Softcat Plc to assist the Board in

defining the future state of IT within the Group.

Softcat will also assist with the implementation of

the agreed strategy over the coming year.

Links to Principal Risks: 11

3. Resilience to social and

environmental risks

The Group continues to work with its external

providers, ITPEnergised and is voluntarily

involved with external standards and

frameworks. A dedicated ESG Committee has

been formed this year and is supported by

the ESG Working Group. The Group has also

been proactive in engaging with its portfolio

companies on social and environmental

risks. ESG Engagement events for portfolio

companies are planned for the coming year

and an ESG sustainability toolkit is being

developed to support portfolio companies in

their ESG journey. ESG KPIs are measured and

performance against ESG targets is indexed to

staff bonuses.

Links to Principal Risks: 4, 5, 7, 11

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 least March 2025.

PLEASE SEE OUR PRINCIPAL RISKS SECTION,

STARTING ON PAGE 73 FOR FURTHER DETAILS

ON OUR PRINCIPAL RISKS

46 47moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Viability statement

Sustainability

Sustainability at Molten

Our mission at Molten is to positively contribute

to a future which is sustainable, fair and

accessible to all. As responsible investors, we are

committed to ensuring that the development of

best-in-class technology companies takes place

alongside a strong grounding in environmental,

social and governance (“ESG”) practices. Our

ESG Policy (available on our website) sets out

how we aim to achieve this, actively engaging

with companies from deal sourcing and due

diligence through to ongoing mapping and

monitoring and an annual assessment of

their ESG performance. Not only this, we also

recognise the importance of practicing what we

preach and so continue to develop our internal

ESG strategy to ensure that we are doing our bit.

We are dedicated to reducing our Greenhouse

Gas (GHG) emissions, promoting Diversity and

Inclusion and demonstrating good governance

in our own activities and in our interaction with

our portfolio companies.

Our ESG responsibility

as a VC

Venture capital firms have the unique

opportunity to invest in companies pioneering

innovative technologies, services and products

which can positively impact the development of

a fairer, more resilient society. At Molten, we are

committed not only to investing in businesses

and entrepreneurs who are changing the

world in a positive way, but to encourage

improvements in their ESG performance

throughout the life of the investment. After

all, who is better positioned to find ground-

breaking, sustainable solutions for our future

than forward-thinking VC funds and the

innovative businesses they nurture?

ESG at Molten in numbers

This year...

portfolio companies

mapped to at least

one UN SDG

We offset

tCO

The Molten team

comprised of

46%

female personnel

The Molten team

comprised of

15%

personnel from an ethnic

minority background

We made

new investments in climate

tech companies

68%

of our Investment Team

received ESG training

Compliance training

was completed by

100%

of our employees*

81%

of portfolio company

respondents to Molten’s

ESG Framework have anti-

bribery/anti-corruption

policies in place

* 100% of full-time employees during Q4 of FY22 (excluding those on

parental leave).

Contents

50 Our progress in the year

52 Our ESG policy in action

53 Responsible investment

54 Alignment of portfolio to UN SDGs

55 Portfolio engagement in ESG

56 ESG - Environmental updates

58 ESG - Environment

64 ESG - Social

66 ESG - Governance

67 Section 172 statement

STRATEGIC REPORT

48 moltenventures.com

ANNUAL REPORT FY22

Our progress in the year

FY22 ESG KPIs

FY22 ESG KPI Progress Status

Environmental Establish a roadmap to allow us to make

TCFD disclosures in the FY22 cycle

100% Achieved

Through careful planning and alignment with our established roadmap, our

TCFD FY22 disclosure is included on pages 58-63

Social Create and implement a Group-wide

Diversity and Inclusion Policy and a Board

D&I Policy

100% Achieved

Board D&I Policy adopted in July 2021

Group D&I & Equal Opportunities Policy adopted in February 2022

Governance Strategically engage with between 10 and

15 portfolio management teams on their

governance arrangements

100% Achieved

We have engaged the management teams of 27 portfolio companies through

our ESG Framework as part of the due diligence process, including 18

governance-oriented areas of focus

Holistic Provide a training programme for the

Investment Team applying our ESG policy to

our investment process

100% Achieved

Our Investment Team training was led by external consultants ITPEnergised in

January and provided the team with practical guidance on integrating ESG more

effectively in our investment process

FY23 ESG KPIs

The ESG KPI indexes 10% bonus entitlement for all staff and Executive Directors (see further details on page 113).

FY23 ESG KPI

Overarching • Develop and formalise the Company’s Corporate Purpose to articulate our core reason for being, in alignment

with the Group’s ESG Policy

• Track and report on the metrics used by the Company to evaluate potential investments in alignment with the

Company’s ESG Policy

• Deliver two portfolio engagement events focused on ESG-related risks and opportunities

Environmental • Implement a Climate Strategy which defines the Group’s GHG reduction targets, KPIs and roadmap to net zero

• Engage with the management teams of at least 50% of direct primary investments during the period to establish their

Scope 1 and 2 GHG emissions and assist with GHG reduction plans, footprint analysis and offsetting schemes up to a level

of £10,000 per portfolio company

• Increase accuracy of Scope 3 measurements (upstream and downstream) to report against the SECR and TCFD frameworks

• Undertake the Company’s first CDP Climate Change disclosure

Social • Develop the Group’s D&I Recruitment Policy to track and report on D&I-related metrics through the hiring process

• Achieve implementation by 80-100% of directly held portfolio companies of a (i) Parental Policy and

(ii) Health & Wellbeing Policy

• Establish, track and report portfolio progress across a range of core D&I targets

Governance • Develop and publish a Group Human Rights Policy

• Achieve implementation by 80-100% of directly held portfolio companies of a (i) Cyber Security Policy,

(ii) Anti-Bribery and Anti-Corruption Policy, (iii) Whistleblowing Policy, and (iv) Anti-Harassment Policy

April 2021

Submitted our first report

to the UN Principles of

Responsible Investment

August 2021

Roll out of Molten’s Group-wide

Diversity, Equality and Inclusion

Recruitment Policy to minimise

bias in hiring process

Looking forward

Responding to the CDP

Climate Change questionnaire

September/October 2021

TCFD Workshops based on

climate-related financial risks

and scenario analysis

Voluntary unconscious bias

training completed by 38

employees

May 2021

Offset 260 tonnes of carbon

attributed to Molten operations

through UK-based peatland

restoration projects and

reforestation efforts in Brazil

July 2021

Board Diversity & Inclusion

Policy was released

Richard Pelly appointed as

Designated Non-Executive

Director with responsibility for

employee engagement

December 2021

ESG Framework was shared with

portfolio companies to collect

data and monitor ESG progress

across the portfolio

Goal Setting and Personal

Development all-staff workshop

led by external Wellbeing and

Performance expert

Externally-led DEI-focused

session delivered to ESG Working

Group covering best practice and

next steps in our ESG journey

Attained the Diversity VC

Standard Level 1 certification

First year reporting as a

signatory to the Investing in

Women Code

First year of charitable activities

of the Esprit Foundation

Delivering against FY23 ESG

KPIs (see above)

March 2022

Charitable Incorporated

Globalisation (CIO), the

Esprit Foundation, received

acceptance by the Charity

Commission

Activities in

the year:

Became a signatory of the Investing in

Women Code

Group-wide Diversity, Equality and

Inclusion (DEI) & Equal Opportunities Policy

was released

Internal workshop led by BeEthical

exploring the practicalities of establishing a

charitable foundation

February 2022

Tied-1st place as a Top VC Performer in

ITPEnergised and Orbis Advisory ESG

Transparency Index

ESG Committee established by

the Board

January 2022

Molten hosted Portfolio ESG

Event: Carbon emissions,

reduction and offsetting

Investment Team ESG Training

led by ITPEnergised to

improve ESG integration in the

investment process

50 51moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Integration of ESG in our investment

strategy

We are committed to a policy of responsible investment through the life cycle of our

investments, from pre-screening to exit. We believe that ESG integration across our

portfolio creates value for our Shareholders and also makes our portfolio companies

more attractive for investment. More broadly, understanding and striving to improve

ESG practices within business will contribute towards a more sustainable and prosperous

future for all.

Whilst we aim to invest in businesses and entrepreneurs who recognise and embrace the

need for more sustainable practices, we don’t expect or demand the finished product,

but instead ask for a commitment from founders and management teams to meet or

surpass our ESG targets during the lifetime of our investment with our support.

We aim to facilitate early and transparent dialogue with our portfolio companies about

our ESG expectations of them and what they can expect from us in return so that we can

use our position to help portfolio companies identify their business-specific ESG risks

and opportunities, and provide the tools and guidance for them to mitigate and realise

the same.

Investment Team ESG training

In line with our FY22 ESG KPI to provide an ESG training programme for the Investment

Team, we engaged with external consultants ITPEnergised in January 2022 to deliver

a tailored training session to our Investment Team designed to improve integration of

ESG considerations across the whole investment process, from pre-screening to exit, in

alignment with our ESG Policy.

The training explored our commitment to map portfolio alignment to the UN SDGs and

helped equip the Partnership Team and wider Investment Team with practical guidance

for evaluating ESG performance in a high-level, qualitative assessment through use of the

ESG Framework as part of the due diligence process.

We believe that providing this type of training to our team is key to our wider aim of

ensuring that sustainability is not siloed within our investment process, but instead

considered as an integrated component of our business model and investment

strategy. We are committed to continuing to provide not less than annual training to our

Investment Team (including the Executive) on ESG topics.

1. Pre-screening

We are mindful of the general themes

surrounding ESG and our role as a

responsible investor when considering

potential investments

2. Screening

We screen all prospective portfolio

companies against our ESG Exclusion List

which contains various assets we will not

invest into

4. Investment Committee

We outline ESG risks and opportunities

as part of qualitative assessment in the

Investment Committee paper

Relevant ESG topics are explored as part of

the Investment Committee discussion and

decision-making process

6. Exit

We collate historic ESG data through the

lifetime of the investment to produce a

summary of ESG progress

3. Due diligence

We distribute our ESG Framework to identify

risks as part of the diligence process

The output of this Framework is used to help

inform our investment decision

Significant ESG risks are flagged and

escalated to General Counsel

5. Ownership

We monitor portfolio companies’

performance through annual distribution of

our ESG Framework and deliver bespoke

ESG Events to help with integration of ESG

strategies

External benchmarking

It is important to demonstrate our commitment to ESG and responsible

investment through voluntary involvement with external standards and

frameworks. We remain at the formative years of our ESG benchmarking

process, but hope to establish a baseline from which we can compare and

track improvements against in the future.

We are aligned with…

UN Sustainable Development Goals

Ensuring that our entire portfolio is assessed against these goals, and

alignment with specific targets and indicators is identified as part of our

due diligence process.

We are signatories of…

UN Principles for Responsible Investment

Demonstrating our recognition of the role we play and responsibilities we

hold in building a more sustainable financial system.

Investing in Women Code

Highlighting our commitment to female empowerment by improving

female entrepreneurs’ access to tools, resources and finance.

We currently report against…

The Taskforce for Climate-Related Financial Disclosures (“TCFD”)

To improve our understanding and management of the risks and

opportunities presented by rising temperatures, climate-related policy and

emerging technologies.

Streamlined Energy and Carbon Reporting (“SECR”)

Indicating our dedication to reducing our carbon emissions year on year

through the implementation of energy efficiency measures.

UN Principles for Responsible Investment

Reflecting our commitment to integrate ESG factors into our investment

analysis and decision-making processes.

We plan to report against…

CDP

Which will enable us to disclose our greenhouse gas emissions and

other voluntary metrics and become more transparent about our

environmental impact.

Our mission is to empower Europe to invent the future. We want that future to be

sustainable, fair and accessible to all.

We aim to use our platform in VC to encourage and promote our ESG values and

ESG considerations in developing best-in-class technology companies and achieving

strong returns for our investors.

FUND OF FUNDS IMPACT PANEL

Associate, Mohadeseh Abdullahi joined by Karl Lokko (Blackseed), Ella Goldner

(Zinc), and Patrick Newton (Form Ventures) pictured from right to left.

We aim to use our position

to help portfolio companies

identify their business-specific

ESG risks and opportunities,

and provide the tools and

guidance for them to mitigate

and realise the same.

52 53moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Responsible investmentOur ESG policy in action

The Sustainable Development Goals (SDGs) were

adopted by the United Nations (UN) in 2015 as a

universal call to action ensuring a better and more

sustainable future for all. The SDGs are intended to

be achieved by 2030 and are made “actionable”

through 169 targets and 231 indicators within

each goal.

We believe that building alignment to the SDGs

across our portfolio is an important way for us,

as responsible investors and stewards of our

Shareholders’ capital, to build a sustainable future

that we can all be proud of. For the second year

running we have continued to assess our portfolio

to identify companies whose business models align

to one or more of these goals.

As part of our own ESG journey, we have continued

to build upon our existing UN SDG mapping

methodology and worked to refine and strengthen

our analysis to operate at a more granular level

and with greater emphasis on alignment to the

underlying SDG Targets that support each of the

Goals themselves.

Our enhanced approach allows us to categorise

the outputs (i.e. the impact that is created by a

company’s activities) of our portfolio, by reference

to each company’s contribution towards a specific

SDG Target as follows:

The contribution of a company is classed as direct

(or indirect), intentional (or unintentional) and

proven (or theoretical). Only if the contribution is

categorised as theoretical (meaning it is simply a

possible contribution, but not one that has been

actioned) is it not mapped to the target at hand.

By way of example, cancer care medical technology

provider, Endomag’s contribution to Target 3.4

(By2030, reduce by one third premature mortality

from non-communicable diseases through

prevention and treatment and promote mental

health and well-being) is:

• Direct – Endomag’s technology is directly

providing more accurate, convenient and

less-invasive solutions for cancer diagnosis and

treatment

• Intentional – the purpose of the technology is

to do exactly this, it is not simply a by-product

or accidental outcome

• Proven – the technology has already been

used by 160,000 women across more than 600

hospitals to provide a better standard of breast

surgery

For more information on Endomag, see page 41.

We believe our enhanced methodology to

mapping will help us and our Shareholders better

understand the positive impact that our portfolio

companies have upon the world and allow us to

identify trends across all of our investments. We will

continue to revisit and refine our methodologies

as we grow and learn within the dynamic ESG

environment.

The table opposite sets out the top five SDGs that

we have assessed our portfolio to be most closely

aligned, together with the most frequently mapped

Targets within each.

As active responsible investors, we recognise the importance of engaging with our

portfolio companies not just at the start of the process, but throughout the life cycle

of our investment. This year we have taken steps to improve communication and

engagement with our portfolio on ESG matters to ensure that progression in their

ESGjourney is being supported and tracked.

ESG portfolio due diligence and

action plan

This year we contacted the majority of our directly held portfolio

companies with a request for data on their individual ESG journeys,

however far along they are. The output of this exercise has allowed us

to better understand where we can support our portfolio companies in

specific areas of ESG and provide relevant guidance off the back of this.

Gathering this data has also enabled us to track and report ESG metrics

across our portfolio, which we can aggregate and share back to our

portfolio companies to help them benchmark their ESG performance

against their peers and monitor and improve their progress over time.

We are in the process of developing a proprietary Sustainability Toolkit

with tailored tools and resources for portfolio companies to improve their

ESG performance. We plan to roll this out to our portfolio companies

during the year ahead.

ESG Engagement Event

This year, Molten hosted its first virtual portfolio ESG Engagement Event

led by our external advisers, ITPEnergised. The event was available to all

our portfolio companies and focused on carbon emissions, reduction

and offsetting for early and growth-stage tech companies. Insights were

provided on industry trends and ESG value-add for early-stage tech

companies using a range of detailed case studies, and covered practical

guidance on carbon measurement, management and reporting. There

was also an opportunity for a Q&A, encouraging open conversation

around ESG and portfolio companies to learn from one another.

Of the 20 portfolio attendees, 33% indicated prior to the event that they

felt poorly equipped in progressing the environmental aspects of their

ESG journey, and 100% felt well equipped after the event.

We plan to build on the positive reception to this event with a second

portfolio engagement session during FY23 on the implementation of

Diversity, Equality & Inclusion initiatives throughout recruitment, internal

operations and beyond.

COP26

This financial year, the UK hosted the 26th UN

Climate Change Conference of the Parties

(COP26), which explicitly outlined the role

of private finance in keeping alive the hope

of limiting the rise in global temperature to

1.5⁰C. The conference amplified a growing

market trend to recognising that climate risk is

investment risk which requires financial decisions

to be made with climate considerations in mind

as we pivot towards a net zero economy. This

was demonstrated through the involvement

of the British Private Equity & Venture Capital

Association’s (BVCA) Director General in a panel

session at COP26’s Green Horizon Summit,

which discussed the role of private capital in

delivering net zero.

Historically, the economy has largely been

no longer a viable option. Molten is committed

to building a more resilient economy and

recognising the role we play in working to

achieve the COP26 climate goals. By voluntarily

reporting against the TCFD, we understand the

need for accountability, and are resolved to

improve the quantity, quality and comparability

of climate-related financial disclosures, thus

contributing to more informed investment

decisions and a better understanding of

the financial sector’s exposure to climate-

related risks.

Sector /

SDG Strongly aligned targets

within each goal

No. of

aligned

companies

Digital

health and

wellness,

Deeptech

3.4 By 2030, reduce by one third premature mortality from

non-communicable diseases through prevention and

treatment and promote mental health and well-being

3.7 By 2030, ensure universal access to sexual and

reproductive health-care services, including for

family planning, information and education, and

the integration of reproductive health into national

strategies and programmes

3.8 Achieve universal health coverage, including financial

risk protection, access to quality essential health-care

services and access to safe, effective, quality and

affordable essential medicines and vaccines for all

Deeptech,

Fintech

8.2 Achieve higher levels of economic productivity through

diversification, technological upgrading and innovation,

including through a focus on high-value added and

labour-intensive sectors

8.10 Strengthen the capacity of domestic financial institutions

to encourage and expand access to banking, insurance

and financial services for all

Deeptech

9.1 Develop quality, reliable, sustainable and resilient

infrastructure, including regional and transborder

infrastructure, to support economic development and

human well-being, with a focus on affordable and

equitable access for all

9.3 Increase the access of small-scale industrial and other

enterprises, in particular in developing countries, to

financial services, including affordable credit, and their

integration into value chains and markets

9.4 By 2030, upgrade infrastructure and retrofit industries

to make them sustainable, with increased resource-

use efficiency and greater adoption of clean and

environmentally sound technologies and industrial

processes, with all countries taking action in accordance

with their respective capabilities

9.5 Enhance scientific research, upgrade the technological

capabilities of industrial sectors in all countries, in

particular developing countries, including, by 2030,

encouraging innovation and substantially increasing

the number of research and development workers per

1 million people and public and private research and

development spending

SaaS

11.3 By 2030, enhance inclusive and sustainable

urbanization and capacity for participatory, integrated

and sustainable human settlement planning and

management in all countries

11.6 By 2030, reduce the adverse per capita environmental

impact of cities, including by paying special attention to

air quality and municipal and other waste management

SaaS

12.3 By 2030, halve per capita global food waste at the

retail and consumer levels and reduce food losses

along production and supply chains, including post-

harvest losses

12.6 Encourage companies, especially large and

transnational companies, to adopt sustainable practices

and to integrate sustainability information into their

reporting cycle

https://www.endomag.com/

Targets taken from the UN SDGs.

54 moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Portfolio engagement in ESGAlignment of portfolio to UN SDGs

COP26

BVCA partnered with City of London on the

Green Horizon Summit at COP26.

Figure 1: Breakdown of Carbon Footprint by GHG Protocol Category

Investments

Electricity T&D

Waste

generated

Capital goods

Purchased

G&S

Business travel

Commuting &

homeworking

Scope 3:

Scope 1

total

Scope 2

total

400

200

600

800

1000

1200

1400

1600

1800

tCO

1436.3

1637.1

5.0

33.3

34.9

6.5

0.4

0.2

16.0

Next steps

This carbon footprint provides transparency around our most significant

emissions drivers which should be targeted in order to achieve our

ultimate goal of carbon net negative. Our next stage in this process is to

develop a Carbon Reduction Strategy. Whilst we only have direct control

over our scope 1 and 2 GHG emissions, our influence as an organisation

reaches beyond this, and we will continue to evolve our engagement with

our portfolio companies to help them measure, reduce, and offset their

carbon footprints.

Streamlined Energy and Carbon Reporting (SECR)

We annually report our GHG emissions and energy consumption in accordance with

the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and

Carbon Report) Regulations 2018. These regulations implement the Government’s

policy on Streamlined Energy and Carbon Reporting (SECR). We qualify for SECR

compliance on the basis of being a UK-based quoted company and the following

section presents our SECR disclosures for FY22.

SECR Statement

Our SECR energy consumption and GHG emissions were calculated by

ITPEnergised, an independent third party, and the calculation methodology

follows the GHG Protocol Corporate Standard, an internationally recognised

framework for companies to quantify their GHG emissions. The boundary

of our organisation was defined using a financial control approach and the

Department for Environment, Food and Rural Affairs’ (DEFRA) emissions

factors were used to convert between our business activity data and

associated emissions. This covers Scope 1, Scope 2, and selected Scope 3

emissions for all consolidated entities within the Group.

We report on our global energy consumption as well as our scope 1, scope

2 and selected scope 3 GHG emissions. As this is our second year of SECR

compliance, we have presented our FY22 data alongside the previous

year’s figures and our disclosures include the same GHG emissions

metrics for both years to ensure comparability. This financial year, however,

we have worked to extend the boundary of our scope 3 emissions

calculations and our full carbon footprint, including all material scope 3

emissions, is reported here. Table A below presents our FY22 global energy

consumption and GHG emissions for SECR compliance. All of the figures

relate to UK and offshore, as Molten does not have any Global emissions.

Table A: GHG emissions and energy use data for SECR

FY21 FY22

Total energy consumption used to calculate

carbon emissions (kWh) , ,

Emissions from employees

working from home (tCO



e) (Scope ) . .

Emissions from combustion of natural gas in

buildings (tCO



e) (Scope ) . .

Emissions from purchased electricity in

buildings (location-based) (tCO



e) (Scope ) . .

Emissions from vehicle transport (tCO



e) (Scope )

. .

Total organisational emissions

(location-based) (tCO



e) . .

Total organisational emissions (market-

based,from % renewable electricity) (tCO



e) . .

Carbon intensity ratio - carbon emissions

per net asset value (NAV) (location-based)

(kgCO



e/£k NAV) . .

Carbon intensity ratio - carbon emissions

per net asset value (NAV) (market-based)

(kgCO



e/£k NAV) . .

Carbon intensity ratio - carbon emissions per

full-time employee (location-based) (kgCO



full-time employee) . .

Carbon intensity ratio - carbon emissions per

full-time employee (market-based) (kgCO



full-time employee) . .

Energy Efficiency Actions

We have implemented measures a range of energy efficiency actions

which are outlined in the Carbon reduction box on the next page.

Greenhouse gasemissions

In FY22, we calculated our group-wide carbon footprint. This section

presents our full carbon footprint, including our scope 1, scope 2 and all

material scope 3 emissions, along with the data collection and calculation

methodologies used.

A key focus in FY22 was to expand the boundary of our carbon footprint,

targeting our scope 3 value chain emissions in particular. Due to the

business activities of Molten Ventures, it is within our value chain that we

anticipated the most significant GHG emissions to arise, rather than our

direct operations. However, along with impact comes opportunity, and it

is in relation to our value chain that we see potential to realise significant

positive impact moving forwards. This is especially true of our portfolio

companies, where we are leveraging our position as investors to help them

collect data on their GHG emissions and reduce their carbon footprints.

Table B: Full carbon footprint for FY22

tCO

Natural gas .

Vehicle fuel .

Total scope  .

Purchased electricity .

Total scope  .

Employee commuting & homeworking .

Business travel .

Investments .

Purchased goods & services .

Capital goods .

Waste generated .

Electricity transmission & distribution .

Total scope  .

Total scope ,  and  .

Methodology

As with our SECR calculations, our carbon footprinting methodology

is aligned with the GHG Protocol Corporate Standard. We began by

conducting a materiality assessment of our value chain to determine which

scope 3 emissions to include within our carbon footprinting boundary,

before working to increase the accuracy of our data. We implemented new

data collection processes to achieve this, including an employee commuting

and homeworking survey and a new portfolio company ESG Framework.

The top priority was to collect primary data across our business and portfolio

and, where primary data was available, we applied an emission factor to

convert our business activity data directly into associated GHG emissions.

In instances where primary data was unavailable, we applied industry

benchmarks and bespoke extrapolation techniques to estimate the data. For

example, the GHG emissions from our purchased goods and services were

estimated using the Environmental Protection Agency (EPA) supply chain

emission factors which convert expenditure into equivalent GHG emissions.

Within our scope 3 inventory, we have accounted for a percentage of our

direct portfolio companies’ scope 1 and 2 GHG emissions, based on our

equity share. Our new ESG Framework requests data from our portfolio

companies in relation to their carbon footprint and business activities that

generate emissions. Through this means we collected primary data for 31%

of our direct portfolio companies, representative of all four focus areas,

which we extrapolated across similar companies based on their industry.

This is our first year of collecting data in this way and we have used this

approach whilst data gathering is refined. Actual figures may differ from

these extrapolations.

Analysis

Our indirect (scope 3) GHG emissions make the largest contribution to our

total carbon footprint by a significant margin, with purchased goods and

services and our investments standing out as the main drivers. Business

travel, commuting, and homeworking undertaken by our employees also

had a modest influence over our scope 3 GHG emissions.

Within our portfolio, the consumer, artificial intelligence, deeptech and

hardware industries were identified as having the highest carbon intensities.

In terms of our direct (scope 1) GHG emissions, natural gas consumption in

our London office is the single highest contributor. Our indirect (scope 2)

emissions from office electricity usage are comparatively lower.

We observed an overall increase in scope 1 and 2 GHG emissions

between FY21 and FY22 (although still a reduction on pre-pandemic

levels), which can be explained by an increase in our staff numbers

alongside the return to offices following the lifting of COVID-19

restrictions. Despite the overall increase, the carbon intensity per FTE

decreased in FY22.

Carbon reduction

Through a number of initiatives, we ensure that our internal practices

are aligned with resource efficiency and carbon reduction efforts. The

Company has a cycle to work scheme in place to encourage staff to use

a more sustainable mode of transport for their commute, thus reducing

their carbon emissions. Our London office runs on 100% renewable

electricity and this year we have also implemented new and improved

recycling facilities to ensure that our waste is kept to a minimum. In order

to take our waste management even further, it is our intention to recycle

our food waste and coffee grounds in the coming year.

As business travel is our biggest contributor to our direct emissions, we

aim to implement a travel policy which encourages employees to host

meetings remotely as much as they can and, where possible, travel by

sustainable transport (such as Eurostar) as an alternative to air travel.

Food production and agriculture is one of the biggest contributors to

carbon emissions. In order to support our staff in reducing the emissions

from the food they eat, we have available Allplants, a portfolio company,

meals in our London office offering healthy, vegan, low-carbon meals.

More information on Allplants can be found on page 32.

Carbon offsetting

For the third year running, we have offset 100% of our Scope 1 and

Scope 2 emissions for the financial year. In addition to this, as we are

committed to ultimately being net zero, we will also be offsetting

select Scope 3 emissions which are within our direct control. We have

excluded purchased goods and services and investments from this

exercise, however we intend to actively engage with both our supply

chain and portfolio companies to help them reduce their emissions over

the coming years.

Based on these commitments, 97 tCO

e have been offset for FY22

through investment in two carbon projects. We underwent a process

of evaluation in the selection of our carbon projects using the BeZero

Carbon Rating system as guidance for understanding the quality of and

risks associated with the carbon credits issued by each project.

In continuation of the offsetting exercise undertaken during the previous

year, Molten will be supporting a peatland restoration project in Scotland

through the purchase of carbon credits equating to 49tCO

e. The

scheme is certified by the Peatland Carbon Code which is supported

by the International Union for Conservation of Nature (IUCN), assuring

additionality and permanence of each tonne of carbon stored.

Additionally, we have offset the remaining 48 tCO

e through a UK tree

planting scheme coupled with an avoided deforestation project based

in Brazil. This is certified by the Verified Carbon Standard (VCS) and has

received approval from the Quality Assurance Standard (QAS) for carbon

offsetting.

56 57moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

ESG – Environmental updates

The Task Force for Climate-related Financial Disclosures (TCFD)

Our approach to identifying and managing climate-related risks and

opportunities is guided by the recommendations of the TCFD. This

has highlighted the potential impacts of climate change for us and our

portfolio, as well as opportunities associated with the transition to a low

carbon economy.

Our focus for the first year of voluntary TCFD implementation was on developing high-level descriptions of qualitative

climate impacts, including explanations of our exposure to risks, expected impacts, and management actions to mitigate risks

and realise opportunities. Our processes and disclosure will evolve over time to ensure we adapt to the rapidly changing

landscape. In the coming years, we will seek to analyse impact on a more granular-level, broken down across sectors and

individual investments, and begin to quantify the financial impacts of climate change on our business. The Directors confirm

that, to the best of their knowledge, Molten Ventures has met the recommended TCFD disclosure requirements.

Governance - Board oversight

Describe the Board’s oversight of climate-related risks andopportunities.

We take a top-down approach to the governance and management of climate change, with the Board holding ultimate oversight.

The Board recognises climate change as a principal business risk (please see page 73), which is integrated into our existing risk

management process (please see page 76).

Strategy - mid-long term risks & opportunities

Describe the climate-related risks and opportunities the organisation has identified over the short,

medium and long term.

We apply the TCFD Framework categories to structure our identification of climate-related risks and opportunities. Climate change

inherently requires long-term thinking, and to that end, we assess risks and opportunities across multiple time horizons including

short (0-5 years), short-medium (5-10 years), medium-long (10-20 years) and long term (20+ years). Please refer to the Risk and

Opportunities table on pages 62-63 which describes the risks and opportunities that we are or could become exposed to.

Strategy - Business and financial planning impact

Describe the impact of climate-related risk and opportunities on the organisation’s business,

strategy, and financial planning.

Through the TCFD exercise undertaken during the year, we have

assessed how climate change will impact the business, strategy

and financial planning of Molten Ventures and our portfolio

companies alike, both directly and through management actions

to reduce risks and realise opportunities.

Business operations:

Increased carbon and climate-related stakeholder expectations

and compliance requirements necessitate the adaptation of

our business operations, including through the development

of a Climate Strategy to reduce our Greenhouse Gas (GHG)

emissions; efforts to improve our energy efficiency, and a

continued commitment to source renewable energy.

Investment process:

We understand that our portfolio companies are exposed to

many of the same climate-related risks and opportunities as we

are. Our investment process is evolving to fully integrate climate

change considerations, and we are committed to supporting our

portfolio companies to identify and mitigate risks and reduce

their GHG emissions through financial and non-financial means.

Investment strategy:

In response to identified climate-related opportunities, we

are continuing to pursue a climate tech thesis focused upon

identifying and realising investment opportunities that are

energy and carbon-focused or efficient. Investments aligned to

this strategy during the year include Cervest, BeZero Carbon, and

Satellite Vu, details of which can be found on page 23.

Financial planning:

This year’s qualitative analysis has highlighted a range of potential

financial impacts, including the cost (in time and money)

of implementing a Climate Strategy and of complying with

carbon-related regulations, as well as potential positive and

negative impacts on our portfolio valuations. We intend to begin

quantitative analysis in future years to further integrate climate

change into our planning.

Operational objectives and KPIs have been developed

with the aim of minimising climate-related risks and realising

opportunities. Our objectives span a wide range of business

functions including corporate, investment strategy, deal

origination, due diligence, investment management and

engagement, and exit. Please see the climate-related metrics

and targets section on page 61 for further information.

Strategy - Scenario analysis

Describe the resilience of the organisation’s strategy taking into consideration different climate-related

scenarios including a 2°C or lower scenario.

We understand the importance of scenario analysis to test the resilience of our strategy to possible future climate change outcomes.

For this initial TCFD report, we selected two scenarios for analysis, based on the International Energy Agency’s (IEA) World Energy

Outlook Scenarios:

1. IEA Sustainable Development Scenario – Advanced economies reach net zero emissions by 2050 due to immediate and

sustained action. The worst physical impacts will be avoided at the expense of higher transition impacts.

2. IEA Stated Policies Scenario – Slower progress is made, based upon existing governmental policies, ultimately failing to reach a

below 2-degree warming target. This pathway will result in lower transition impacts but fails to avoid significant physical impacts.

We evaluated our current and future climate-related actions and mitigations to gauge their resilience against both climate change

scenarios. Molten Ventures is a low climate risk organisation and our strategy is considered to be resilient under both future outcomes.

We will evolve our scenario analysis in subsequent years to add further detail and quantification, and we will continue to evaluate our

resilience against the changing risk landscape.

Scenario analysis must capture the inherent uncertainties associated with future climate change projections. We chose two scenarios with

varying levels of severity in terms of physical and transition risks to challenge our assumptions about the future and explore alternative

pathways to consider the extent of impact likely to be experienced by our business and the business of our portfolio companies. The

two IEA scenarios were selected specifically because of their focus on transition risks, the climate risk category to which Molten Ventures

is most exposed. A number of analytical choices were also made to tailor the scenarios to our specific risk and opportunity exposure so

we could stress test the assumptions underlying our Climate Risk and Opportunities Register.

Governance - Management oversight

Describe management’s role in assessing and managing climate-related risks and opportunities.

Our ESG Committee was formed in March

2022 and is chaired by independent Non-

Executive Director, Gervaise Slowey. This

committee has delegated authority from

the Board to have managerial responsibility

for responsible investment and oversee the

works of the multi-disciplinary ESG Working

Group, chaired by Ben Wilkinson, CFO.

The ESG Committee and the ESG Working

Group are directly accountable for the

assessment and management of climate-

related risks and opportunities. Management

of climate-related risks and opportunities is

a standing item on the Board agenda and

key accountabilities include maintaining a

detailed Climate Risk and Opportunities

metrics and targets, and developing an

annual TCFD Report. Principal climate risks are

documented in the Corporate Risk Register,

which the Executive Team regularly review

and update for presentation to the Audit, Risk

and Valuations Committee and the Board. The

Group Compliance Officer is responsible for

assessing regulatory compliance matters in

relation to climate change.

Climate Risk and Opportunity Management

Climate risks and

opportunities

documented in

Corporate Risk

ESG Working

Group

(Chair – Ben Wilkinson,

Chief Financial Officer)

Executive

Team

ESG Committee

(Chair – Gervaise

Slowey, Non-Executive

Director)

Audit, Risk and

Valuation Committee

(Chair – Grahame Cook,

Senior Independent

Non-Executive Director)

Board of Directors

58 59moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

ESG – Environment

Risk Management - Risk identification and assessment

Describe the organisation’s processes for identifying and assessing climate-related

risks.

Climate-related risks and opportunities were identified and assessed in FY22 through workshops of a sub-

committee of the ESG Working Group, facilitated by ITPEnergised, our ESG consulting partner. Consistent

with our Corporate Risk Register, identified risks are scored based on their impact and likelihood, both

with and without mitigation. The residual risk score presents the level of risk that remains once existing

mitigations and additional actions have been implemented and determines whether that level is acceptable

or in need of further mitigation.

In connection with Molten Ventures’ investment activities, the Investment Committee is responsible

for assessing ESG risks and opportunities, including consideration of GHG emissions, as part of its due

diligence. This year, we worked to further integrate ESG within our investment process and the Investment

Team received training from ITPEnergised on applying the ESG Framework that we introduced during the

period to identify risks and opportunities that inform investment decisions. During the ownership stage, we

monitor portfolio companies’ risk exposure through annual distribution of our ESG Framework and evaluate

the carbon footprint of our portfolio using the data acquired. In the coming years, we will work to further

integrate climate change considerations throughout the investment process, including the evaluation of a

broader range of physical and transition climate risks.

Metrics and Targets - Assessment

Disclose the metrics used by the organisation to assess climate-related risks

and opportunities in line with its strategy and risk management process.

GHG emissions are monitored annually using both intensity metrics and absolute values

(see table on page 56). A key focus in the FY22 has been the roll out of the ESG Framework,

designed to enhance the Platform Team’s engagement with portfolio companies and help

them to understand their ESG performance. The framework requests primary data from the

portfolio companies relating to their GHG emissions and business activities that generate

emissions. Where primary data is unavailable, or the framework is not completed, available

data is aggregated across the portfolio, or estimations are made using secondary data from

industry benchmarks in accordance with the GHG Protocol Corporate Value Chain (Scope 3) and

Accounting and Reporting Standard.

Organisations with significant emissions are likely to be more adversely impacted by transition

risks so our metrics currently focus on GHG emissions as a measure of climate-related risk

exposure of our business and portfolio. We will focus in future years on tracking additional

metrics, including quantitative financial metrics relating to the broader landscape of risks and

opportunities in which we operate.

Metrics and Targets - Scope 1, 2 & 3

Disclose Scope 1, 2 and if appropriate, Scope 3 GHG emissions, and the

related risks

Measuring our scopes 1, 2 and 3 GHG emissions remains a key focus area and enables us to

better understand our environmental impact and meet our Streamlined Energy and Carbon

Reporting (SECR) obligations. Our latest carbon footprint is presented in the table on page 56

and includes Scope 3 GHG gas emissions (predominantly consisting of GHG emissions from our

purchased goods and services and portfolio companies) for the first time.

Metrics and Targets - Measurement and performance

Describe the targets used by the organisation to manage climate-related

financial risks and opportunities and performance against targets

Targets have been developed which align with our wider business objectives, and action is

currently underway to pursue the following:

• Continue to issue an annual TCFD report

• Continue to develop an annual SECR submission

• Continue to calculate our carbon footprint annually (including portfolio)

• Develop a Climate Strategy inclusive of a Carbon Reduction Strategy containing a path to net

zero/net negative

• Ascertain and offset no less than 100% of our Scope 1 and 2 carbon emissions annually and

support portfolio companies financially and with best practice guidance in respect of their

own carbon reduction and offsetting programmes

• Continue to use 100% renewable energy sources for supply of electricity to our

London office

• Periodic review of green electricity tariff options

• Review climate change reporting requirements as a standing item on the ESG Committee

and ESG Working Group agendas

• Develop further carbon emission reduction strategies associated to our business operations

• Revisit scenario analysis annually based on the latest scientific consensus and economic

modelling to develop more in-depth quantitative scenarios for identified key material

aspects

• Perform more detailed portfolio company level analysis feeding into our valuations process and

further integrate climate change into our financial planning

Risk Management - Risk management and integration

Describe the organisation’s processes for managing climate-related risks and

how processes for identifying, assessing, and managing climate-related risks are

integrated into the organisation’s overall risk management.

Specific mitigations and actions are identified to

manage risks and capitalise upon opportunities.

Please refer to the Risk and Opportunities tables on

pages 62-63 which describe the mitigation actions.

These are recorded in our Corporate Risk Register

and are assigned to specific teams or individuals

for implementation. The Corporate Risk Register is

presented at every meeting of the Audit, Risk and

Valuations Committee and to the Board at least

annually, along with other business risks.

We aim to help portfolio companies manage their

specific ESG risks and opportunities by providing

tools and guidance. The ESG Framework generates

tailored KPIs on an annual basis to help companies

identify strategic actions to manage their risks and

opportunities. We provide additional guidance in

the form of access to relevant resources, one-on-

one sessions, and bespoke ESG events. This year,

ITPEnergised delivered a portfolio-wide training

session focused on carbon to enhance portfolio

companies’ understanding of the topic and give

them practical guidance on collecting their GHG

emissions data. We are working to further evolve

our engagement with portfolio companies on

climate-related risk and opportunity management in

future years.

60 61moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

ESG – Environment continued

Climate risks and opportunities

As part of our alignment with the TCFD

recommendations, we have completed a

materiality assessment of climate-related financial

risks and opportunities that are likely to impact

the business and our portfolio companies (at

the portfolio level), presented in the matrices on

page 63.

Identified risks have been categorised

according to TCFD typology, falling within either

transitional (policy and legal, market, technology

or reputational) or physical (chronic or acute) risk

categories. The Risk Matrix further breaks down

risks based on likelihood of taking effect and the

relative impact of said effect.

Climate-related opportunities were also

categorised according to TCFD typology,

including but not limited to products and

services, markets and energy efficiency.

Access to new markets, low carbon investment

opportunities and private sector funding were

identified as the most material opportunities for

Molten Ventures to consider.

Focus Area Specific Risk Mitigation Timeframe

Transitional risks

Policy and

Legal

Increased regulations and reporting requirements with

higher associated compliance costs.

Preparing for new regulatory pressures e.g. the

FCA’s Sustainability Disclosure Requirements, TCFD

reporting, carbon footprinting and balancing, and

complying with SECR.

Short term

Government intervention in carbon pricing resulting in

higher power prices may increase operating costs.

Aim to improve energy use and efficiency in our

offices and encourage and incentivise portfolio

companies to follow suit.

Short-medium

term

Market

Lending conditions are increasingly tied to climate

resilience and carbon performance.

Development of a TCFD report, calculating our

carbon footprint, complying with SECR, and plan to

commence CDP disclosures in .

Short-medium

term

Market conditions may cause increased energy and

operating costs.

Aim to improve energy use and efficiency in our

offices and encourage and incentivise portfolio

companies to follow suit.

Short-medium

term

Technology

Additional cost to transition to lower emissions

technologies.

Development of a carbon reduction strategy to

monitor emissionsreductions supported by a cost-

benefit analysis within the organisation and proactive

engagement with portfolio companies.

Medium-long

term

Reputation

Changing stakeholder expectations with consumers,

portfolio companies and investors increasingly making

decisions based on carbon performance and climate

resilience.

Actively working to fulfil stakeholder expectations,

including by direct engagement with stakeholders on

ESG topics, making CDP disclosures from  and

continuing to be a signatory to the UN PRI.

Short term

Portfolio companies may face reduced revenue

due to damage to brand value and loss of customer

base as customers increasingly factor climate change

considerations into their decision making process.

Integrate reputational risk into our pre-investment due

diligence questionnaire.

Short term

Increased interest in working for “climate aware”

organisations may impact employee attraction and

retention, leading to reduced revenue.

Communication of our ESG standards to new and

existing employees and portfolio companies and

aim to demonstrate strong performance in climate

resilience and carbon reduction.

Short-medium

term

Physical risks

Acute

Event-driven impacts arising from increasing frequency

and severity of extreme weather events. The specific

risks will be contingent on the business operations

of portfolio companies but may include increased

capital costs due to damage to infrastructure, increased

insurance premiums, supply chain disruptions and

impacted access to resources such as clean water.

Molten Ventures will integrate acute physical

climate risk into the pre-investment due diligence

questionnaire and leverage our influence as investors

and active managers to help portfolio companies

mitigate risk.

Short-medium

term

Chronic

Overall shifts in climatic behaviour resulting in long

term changes in temperature and precipitation

patterns. The specific risks will be contingent on

business operations but may include scarcity of natural

resource supplies causing increased operational costs

and global political tensions.

Molten Ventures will maintain suitable risk mitigation

strategies in its operational activities and integrate

chronic physical climate risk into the pre-investment

due diligence questionnaire and leverage our

influence to help portfolio companies mitigate risk.

Long term

Focus Area Opportunity Timeframe

Resource

efficiency

Improved energy, water and waste efficiency could result in reduced operating costs and

improved reputation among customers, staff, prospective staff and investors of Molten Ventures

and our portfolio companies.

Short-medium term

Products and

Services

We intend to build on our climate tech thesis (see pages -) by continuing to pursue

investment opportunities that are energy and carbon focused or efficient as part of our wider

investment strategy, thereby enhancing return on investment.

Short term

Markets Engagement in climate-related commitments may lead to increased access to private sector

funding. We actively seek to address and improve our climate resilience and carbon emissions.

Short-medium term

Enhanced government innovation funding for low carbon projects and technologies will lower the

cost of innovation and improve portfolio companies' success. We will review funding opportunities

and engage with relevant government departments through lobbying where appropriate.

Long term

Increased low carbon investment opportunities due to shift in consumer demand for low carbon

products and the growing potential of the “climate-conscious customer base”.

Short term

Energy source Continued usage of renewable or low energy sources may result in reduced energy bills and

reputational enhancement. We already have a green electricity tariff provided by our landlord,

but will explore direct energy contracts and encourage portfolio companies to procure green

electricity.

Short-medium term

Resilience Securing direct energy contracts through corporate Power Purchase Agreements (PPAs) with

energy generators will protect against price fluctuations and demonstrate a commitment to low

carbon energy.

Short-medium term

ESTIMATED IMPACT

ESTIMATED LIKELIHOOD

LOWER

HIGHER

Low emissions

technology cost

High risk

Moderate risk

Risk for monitoring

Acceptable risk

Short term

Short-medium term

Medium-long term

Long term

Chronic

physical

Carbon price

increase

Energy

price

increase

Climate lending

conditions

Acute

physical

Compliance

cost

Stakeholder

expectations

Reduced

consumer

demand

Employee

attraction

ESTIMATED IMPACT

ESTIMATED LIKELIHOOD

LOWER

HIGHER

Government

innovation

funding

Direct

energy

contracting

Climate

lending

conditions

Lower

energy

bills

Access to

new markets

Low carbon

investment

opportunities

Private

sector

funding

High opportunity

Moderate opportunity

Monitor for opportunity

Low opportunity

Short term

Short-medium term

Medium-long term

Long term

Risk matrix Opportunity matrix

62 63

moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

ESG – Environment continued

(39%)

(61%)

Investment Team (Exec,

Partnership, Platform)

During FY22 our ESG Working Group ran a series of

collaborative workshops to define Molten’s D&I Vision

and Mission Statements.

The process also helped us to establish what changes needed to be initiated, why and how to

achieve these and considered the challenges that might be encountered as part of this process.

Charitable endeavours

Molten believes that giving back to the community is a key aspect of our social responsibility.

In August 2021, an application was submitted to the UK Charity Commission to establish a

charitable incorporation, the Esprit Foundation, to enable further engagement work with

the wider community in which Molten operates and support a range of charitable social

initiatives. This was approved by the Charity Commission in March 2022. The Foundation will

be independent of the Company and will focus predominantly on grant-making to charitable

purposes including the advancement of education for the public benefit (especially for under

30s) for the use and application of technology and business and entrepreneurship.

The Company has agreed to match funding raised for the Foundation up to an amount of

£150,000 per year.

All employees are entitled to take up to five paid days per year to undertake charitable activities

of their choice and in the year ahead we are looking to build partnerships with local schools and

charities to promote employee engagement in the form of volunteer days and school visits. The

first of these days has been organised for post year-end and is a volunteer day led by The Royal

Parks Trust where members of the Molten team will be working to support and maintain the

wildlife at Regent’s Park through planting new bulbs, removing invasive species and building

shelters to protect the park’s endangered species.

COACHHUB

Employees have had the opportunity to use

portfolio company, CoachHub’s, platform

for our team, our

founders and our

industry.

for our team, our

founders and our

industry.

A world where

everyone can see

themselves in

A team and

portfolio that

we live in.

A sector that

it is trying to

change.

Our D&I vision

Diversity and Inclusion Statistics

Gender Execs Non-Execs Investment Committee Total workforce

Female – % % %

Male % % % %

Transgender – – – –

Non-Binary – – – –

Prefer not to say – – – –

Ethnicity Execs Non-Execs Investment Committee Total workforce

White % % % %

Asian/Asian British – – % %

Black/Black British – – – %

Mixed – – – %

Other – – – %

Prefer not to say – – – %

Age Execs Non-Execs Investment Committee Total workforce

- – – – %

- – – – %

- % – % %

- % % % %

+ % % % %

Disability Execs Non-Execs Investment Committee Total workforce

% Employees with a disability  – % %

Prefer not to say – – – %

A widened

perspective

A different

approach

tomorrow’s

leaders.

reflect the

society

better serves

the world

Success, for us, means looking at our team and

portfolio, knowing that we invested in the best

people.

Diversity, Equality and Inclusion

We are committed to equal opportunities for

everyone throughout recruitment, selection and

career development. In accordance with our

DEI Recruitment Policy released in August 2021,

all applicants are treated equally regardless of

age, disability, gender reassignment, marital

or civil partner status, pregnancy or maternity,

race, colour, nationality, ethnic or national origin,

religion or belief, sex or sexual orientation.

This year, we established a Group-wide DEI

& Equal Opportunities Policy which outlines

our commitment to fostering, cultivating, and

preserving a culture of DEI throughout the

business on a Group-wide basis.

Diversity VC Standard

This year, Molten participated in the Diversity

VC Standard assessment and in February

2022 was awarded a level 1 certification. The

standard sets a benchmark for best practice on

diversity and inclusion within venture capital

and demonstrates our commitment to DEI in

recruiting, internal culture, dealflow sources and

portfolio guidance.

Investing in Women Code

In February 2022, Molten was proud to become

signatories to the Investing in Women Code

which is the UK Government’s initiative supported

by the BVCA and the British Business Bank. By

participating as signatories, Molten confirmed

its commitment to support the advancement of

female entrepreneurship in the UK and to work

with co-signatories to gather and share annual

D&I data about our own operations and the

pipeline of deals that we see.

Mental health and

wellbeing

Molten has a number of measures in place to

support the mental health and wellbeing of staff

and to ensure that they feel safe, healthy and

included in the performance of their role. These

include:

• The Perkbox app offers free online workouts

and wellness classes and is available to all

employees

• All staff have discounted access to Nuffield

Health Fitness & Wellbeing Gym to

encourage good physical health

• A flexible working policy is in place to

permit and encourage employees to work

where and when they prefer with regard to

their own personal needs

• Organisation of monthly social events to

encourage relationship building in an

informal environment away from the office

• Conducted a Work/Life Balance survey

during the period across all employees

to gather a better understanding of the

challenges our staff face in finding this

balance and how we can reduce these

• Establishment of a Board employee

engagement programme, led by Non-

Executive Director Richard Pelly allowing

staff to disclose feedback and opinions to

the Board

• Private health insurance and private medical

healthcare for all staff, including on-demand

access to GPs and counsellors

• Enhanced maternity, paternity, adoption

and shared parental leave policies

Learning and

development

We have introduced employee coaching

through the CoachHub platform to improve

individual performance, develop high potential

team members and offer both individual and

organisational development opportunities.

More information about CoachHub can be

found on page 33.

Regular performance reviews aligned with

career development are conducted for all

permanent employees. SMART targets are set

and tracked within our HR portal with appraisals

occurring immediately after year end.

During the year, mandatory compliance training

was conducted for all employees (including the

Executive Directors), on topics including: anti-

bribery and corruption, anti-money laundering,

data protection and cyber security, Senior

Managers and Certification Regime and anti-

modern slavery.

Additionally, 38 employees attended an

unconscious bias training session led by Reboot,

a smaller engagement session was delivered

to our ESG Working Group on implementing

DEI into our culture through best practice

guidance, and ESG training was provided to the

Investment Team, further details of which are set

out on page 53.

During the year, all permanent employees

received at least 1 training day.

Male Female

Gender split across groups shown as number of persons and %.

(38%)

(62%)

(22%)

(78%)

(46%)

(54%)

2022

2021

20% 40% 60% 80% 100%

46% 54%

38% 62%

plc board

All Group personnel Gender split of all Group personnel

Investment Committee

voting members

Our D&I mission

The venture capital industry has a diversity

problem. We all know that VC funding is

concentrated in a small segment of the

population leaving other segments largely

under-funded.

For our industry

As investors, we are committed to discovering

and supporting entrepreneurs who build the

future. Yet, talent is still lying dormant in many

under-represented communities, marginalised

groups and underfunded ideas. The world

needs tech created by people from all

backgrounds to serve a wide set of needs. The

true winners will be those that can feel pride

in creating a world of opportunity for future

generations of diverse entrepreneurs.

For our teams

Our lived experiences shape who we are and

how we think. We respect each other, our varied

experiences and believe that the differences

in our backgrounds lead to richer insights and

broader perspectives.

We know that diversity of thought positively

impacts team performance; investor teams or

boards are no exception. We believe that hiring

from a wider talent pool will not only lead to better

investment decisions but also enrich us as people.

For our business

At Molten, we make more possible. Since day

one, democratising venture capital has been at

the core of our business. To fulfil this goal, we

continue to commit ourselves to a culture with

Diversity, Equality and Inclusion (“DEI”) at its

core. This is the right thing to do and just better

business.

64 65moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

ESG – Social

Under Section 172(1) of the Company Act 2006, a director of a company must act in the way he or

she considers, in good faith, would be most likely to promote the success of the company for the

benefit of its members as a whole, and in doing so have regard (among other matters) to –

a. the likely consequence of any decision in the long term

b. the interests of the company’s employees

c. the need to foster the company’s business relationships with suppliers, customers and others

d. the impact of the company’s operations on the community and the environment

e. the desirability of the company maintaining a reputation for high standards of business conduct

f. the need to act fairly as between members of the company.

The following disclosure describes how the Directors have had regard to the matters set out in

Section 172(1) (a) to (f) and forms the Directors’ statement under section 414CZA of The Companies

Act 2006. Examples have been included of both the routine application of such considerations in

the ordinary course of business, and their role in certain key Board decisions during the course of

the year.

Key stakeholders

The Board considers its key stakeholders to be its employees, its portfolio companies, its investment

partners, the community in which it operates (and broader community), the environment, its

suppliers and advisors, and its Shareholders.

Having regard to this divergent range of interests, and balancing the potential outcome for the

different stakeholder groups, is a key part of the Board decision-making process.

How does the Company engage with its key

stakeholders?

The Company, under the direction of the Board, is committed to engaging with all of its key

stakeholders to understand the wider impact of the Company’s operations. As set out below, the

Board directly and indirectly engages with stakeholders in a variety of ways, and factors these

considerations into its long-term strategic, operation and financial goals. For more details on how our

Board operates, please see the Corporate Governance Statement on page 86.

Molten Ventures strongly believes that conducting business in an honest, ethical,

socially responsible manner supports the creation of long-term, sustainable value for

our Shareholders and wider stakeholders, and the development of a better society

forall.

Responsibility for governance

Good corporate governance is fundamental to Molten; our portfolio

companies; and the way we conduct business.

Governance begins with the Board, but responsibility permeates

throughout the whole Group reinforced by strong internal processes and

regular training for all employees (including the Executive Directors) as

more particularly set out on page 65.

Policies, procedures, systems and controls

This year, we publicly disclosed a summary document of all internal

policies, procedures, systems and controls which can be found on our

website across the following seven broad categories:

Category

No. of

documents

Governance & ESG 24

Compliance 39

Human Resources 26

Data Protection 19

IT and Cyber 08

Finance 17

Reports and Disclosures 10

* As at 31 March 2022.

UK Corporate Governance Code

Following the Company’s move up from AIM to the Main Market of the

London Stock Exchange in July 2021, Molten subscribes to the principles

set out in the UK Corporate Governance Code. These principles set out

standards of good practice around board composition and development,

remuneration, shareholder relations, accountability and audit.

In line with the UK Corporate Governance Code, we have appointed a

Designated Non-Executive Director to lead our employee engagement

programme and improve Board stakeholder engagement.

Health and safety

All staff share responsibility for achieving safe working conditions

through adherence to the Group’s robust health and safety measures,

both in the workplace and any homeworking environment. The Office

Manager has overall responsibility for the implementation, operation and

periodic review and update of the Group’s health and safety policies and

procedures to ensure that they continue to fulfil the key function they

are designed for. During the period, no injuries, occupational diseases

nor work-related fatalities have been reported. Currently, we have not

introduced quantitative metrics, targets or an implementation timeline

concerning our health and safety operations or reduction efforts, however

this position is kept under review.

IT security, cyber resilience and data

protection

Data protection and cyber security is considered one of the principal risks

to the business and is therefore a Board-level concern and a standing

agenda item at all formal meetings of the Board. The Group has a range

of privacy, IT and cyber security policies and procedures in place which

collectively set out the Group’s commitment to these areas, and establish

employee responsibilities and the process for risk identification. A

summary of a number of the policies can be found on our website.

Data protection and cyber security are included as part of the Group’s

annual training programme, which was this year further enhanced by

the introduction of ongoing staff phishing and cyber awareness training.

We also introduced the implementation of an outsourced 24/7 Security

Operations Centre, which actively monitors staff laptops and Office

365 and upgraded our anti-virus system and wider cyber resilience.

The Company’s cyber and IT resilience is being further bolstered by

the addition of an outsourced fractional CIO function beginning in

March 2022.

Our Business Continuity and Disaster Recovery Plan is key in identifying

and addressing data security risks and providing the means of avoiding

and recovering any cyber-related disaster events. As per our Internal Data

Breach Register, no Molten data security breaches have been reported

during the period. Additionally, no information security breaches have

been experienced by Molten in the last three years.

66 67moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

ESG – Governance Section 172 statement

CEO & CPO

Molten CEO, Martin Davis (right),

and CPO, Stuart Chapman (left)

Employees

Why we engage How we engage

Engagement with employees by the Executive

and Non-Executive teams promotes a strong

business-wide corporate culture of governance,

which facilitates the ability of decision makers to

appropriately discharge their duties and reduce

or remove Group exposure to unacceptable

levels of risk.

Engagement also reinforces the Board’s

commitment to our positive culture, diversity

and inclusion, and ensures that employees

feel supported and engaged with the Group’s

strategy.

• Due to the Group’s relatively small employee base, the Executive Directors engage directly with

employees on a day-to-day basis. The Non-Executive Directors have an open invitation to attend

weekly Investment Committee meetings and speak with employees in person, both during the

investment decision-making process and in informal social settings.

• Richard Pelly has been appointed as the Designated Non-Executive Director with responsibility

for workforce engagement. Richard’s engagement with the workforce includes attendance at

certain sessions of the company’s ESG working group, where workforce representatives are

able to raise matters directly with Richard. Feedback on the engagement at those sessions is

provided directly to the Board.

• All employees have clear reporting lines which facilitate and encourage direct access to the

Executive team. Regular fitness and propriety reviews are undertaken in line with regulatory

requirements, which forms part of the culture of the business.

• HR undertakes regular anonymous employee surveys to provide people-centric insights to the

Board, and the results of such surveys are presented to the Board.

• In its decision-making process, the Board regularly considers the impact of its decisions upon the

Company’s staff and affiliated personnel as well as the surrounding business culture.

Portfolio companies

Why we engage How we engage

Our open and inclusive approach is key to

the hands-on way in which our team supports

the growth of our portfolio companies. As an

active manager, engagement with portfolio

companies through all stages of growth allows

us to better support those businesses and their

management teams via access to our expertise,

capital and wider network. Our approach to

portfolio engagement also provides us with

more regular and better visibility on portfolio

company practices, progress and culture,

which in turn informs the way in which we are

able to provide support.

• We have regular contact with our portfolio companies by taking a board directorship or

attending meetings as an observer, as well as through informal channels by building strong

relationships with entrepreneurs and their leadership teams.

• Many of our team offer specific domain expertise relevant to the particular business of our

portfolio companies and also bring operational experience as technology entrepreneurs in their

own right, which enables us to provide companies with tailored connections and advice.

• We run regular events and training sessions including trend spotting, panel discussions, focused

networking and breakfast briefings to support our portfolio teams with best practice guidance

and knowledge sharing. Events during the current year have included our annual investor day, a

carbon reduction-focused portfolio engagement event, and thematic “Office Hours” events for

management teams.

• Consideration of portfolio company performance is a standing agenda item at each Board

meeting and at each weekly meeting of the Executive Directors.

• Please see the Portfolio Review section on pages 31-43, as well as the case studies on pages 20-

21 and 22-23 for more information on the work we do with our portfolio companies.

Investment partners

Why we engage How we engage

Leveraging our co-investment model offers

improved access to the best deals and, by

extension, the best returns for all of our

stakeholders. Through active collaboration with

like-minded investment partners, we achieve

cultural alignments and can provide a broader

range of collaborative investment optionality

to our prospective and existing portfolio

companies.

• The Group operates a multi-faceted investment strategy across plc balance sheet investing; EIS

investments managed by Encore Ventures LLP; and VCT investments via Molten Ventures VCT plc

(an entity which sits outside of the Group but is managed by Elderstreet Investments Limited).

The Group also continues to support its long-term collaboration with Earlybird in Europe, and

has also made LP commitments to a further 22 UK and European seed funds during the year

as part of Molten Ventures’ Fund of Funds programme. As strategic partners with Earlybird, we

share dealflow and resources to co-invest in high-growth technology companies across the

UK and Europe. The Executive team engage directly with our investment collaborators on a

regular basis.

• We work closely with our investment partners to ensure an alignment of culture and long-

term goals that allow for sustainable growth and positive returns and outcomes for all our key

stakeholders. Board consideration is regularly given to the strategic positioning and relationship

between the Group and its investment partners.

The community

Why we engage How we engage

As part of our long-standing aim of

democratising venture capital (as evidenced

by our decision to IPO on AIM in 2016), we are

committed to building engagement with the

community, particularly in the context of our

continued focus on sustainability, environment,

social and corporate governance issues.

• We regularly hold thematic events across the regions and sectors we focus upon which are

open to members of the entrepreneurial ecosystem and others within the broader community.

• In addition to enabling our portfolio companies and wider partners to meet and gain valuable

insight, these events also give us regular opportunities to engage with these communities and

strengthen our relationships and influence within them.

• As signatories to the UN Principles of Responsible Investment, we are committed to encouraging

dialogue around ESG themes, as further considered in pages 50-55.

• In February 2022, the Company became a signatory to the UK Government’s Investing in

Women Code with a commitment to improving female entrepreneurs’ access to tools, resources

and finance. Additionally, in March 2022, the Company concluded establishment of the Esprit

Foundation, which obtained charitable status from the Charity Commission. It is the intention of

the trustees of the Foundation to make awards of grants to third-party community organisations

with charitable objectives that align to the objectives of the Foundation. Further details are set

out in pages 65.

Shareholders

Why we engage How we engage

The Board recognises the critical importance

of understanding, and aligning to, the

expectations of our Shareholders. Regular

dialogue with Shareholders through a range of

different channels helps us to understand their

short and long-term views; engage with their

ambitions; and address their concerns.

• Regular communication with institutional Shareholders is maintained through individual meetings

hosted by members of the Executive team, particularly following the publication of interim and

full-year results. The Chair of the Board of Molten Ventures plc also maintains direct contact with

the Company’s largest investors both in writing and through attendance at meetings.

• The Company’s largest Shareholders are invited to attend our annual Investor Day at which

a selection of portfolio companies are invited to present, allowing for direct engagement

between Molten, its Shareholders and our portfolio companies.

• The Board encourages Shareholders to attend and vote at the Company’s Annual General

Meetings, at which members of the Board are in attendance and available for Shareholder

questions.

• Investor relations are a standing item on the Board’s agenda and at the weekly meeting of the

Executive team.

68 69moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Section 172 statement continued

Suppliers and advisers

Why we engage How we engage

Our suppliers work with Molten and the

broader Group to ensure that we can provide

an appropriate level of service and to bolster

our regulatory compliance team.

By being selective in our choice of suppliers

and fostering robust relationships with those

that we choose to work with, we ensure that

the Group efficiently and sustainably engages

the right services for our business in line with

applicable laws, regulations and best practice.

• The Group engages its suppliers (locally, and where appropriate, globally) on the basis of

proven track record with observance of minimum levels of performance, ethics and governance

in order to create value and mitigate risk.

• A variety of independent professional advisers are utilised by the business to assist with our

regulatory and legal compliance, including by way of example: banks, lawyers, accountants,

auditors, brokers, compliance specialists, training providers, branding and publishing sector

specialists.

• The Group has a positive and open relationship with all of its advisers. Regular contact is

maintained to ensure alignment of expectations and interests.

• The entry into contracts which are material strategically and which deviate from the Company’s

investment strategy in the context of the Group’s business of operations or which are not in the

ordinary course of business are matters which are reserved to the Board.

The environment

Why we engage How we engage

Concerns around Environmental, Social

and Corporate Governance (ESG) issues

have become increasingly important to the

Company and to the wider business community,

particularly in respect of climate change and

carbon emissions.

Engagement with ESG-focused strategies is of

ever-growing significance, both from a broad

planetary/societal perspective, but also in the

context of evolving investor expectations within

the VC community.

• The Company and broader Group is committed to positively engaging with sustainability and

ESG issues as a signatory to the UN Principles of Responsible Investment. During the period, the

Company continued to evolve its ESG-oriented processes in accordance with the Group’s ESG

Policy.

• A core steering committee has been operating for a number of years, and a formal ESG

Committee has been established by the Board during the year chaired by Gervaise Slowey.

• In January 2022, the Company operated a portfolio engagement session on the topic of

carbon emissions reduction and offsetting as well as a separate internal ESG training for the

Investment Team.

• Investments were also made in specifically environmentally-focused companies in BeZero

Carbon, Cervest and Satellite Vu. Further details of the Group’s ESG-related activities are

provided in the Sustainability section on pages 48-66.

• The Board receives regular updates on progress against the agreed ESG KPIs, which are set out

on page 50 for the previous year and page 51 for the year ahead, which are indexed to 10% of

the corporate remuneration-related targets of all staff (including the Executive Directors).

Key Board decisions during the year

In discharging its duties, the Board considers the views of its stakeholders, alongside other considerations such as risk, and legal and regulatory

compliance. Board decision-making is supported by the provision of reports and papers circulated prior to the formal Board meetings, regular dialogue

between Executive and Non-Executive Directors, and in-person presentations from management and advisers. Where appropriate, papers and

presentations provide analysis of the impact of proposals on stakeholder groups and the long-term consequences for the business.

Set out below are some examples of key decisions made during the year to 31 March 2022, and areas of Board consideration in the decision-making

process.

Board decision Considerations S172 factors

Main Market listing • Potential for enhanced liquidity in shares and increased range of potential investors

(both in the UK and overseas)

• Continued democratisation of venture capital

• Management time required to progress alongside day-to-day investment and

operational duties

• Additional regulatory and governance requirements associated with Main Market

listing, and plans to ensure compliance

• Board composition and experience

(a), (b), (d), (e), (f)

Division of Remuneration and

Nominations Committee

• Improved governance through the division of functions into separate dedicated

committees

• Requirements of the UK Corporate Governance Code

(a), (e)

Rebranding to Molten Ventures • Clear identification of the brand, and link to transformation and growth

• Independence from the “Draper” brand as a natural evolution in the

Company’s growth

• Enhanced opportunity to build brand across stakeholders

(a), (c), (e)

Appointment of new

Non-Executive Directors

• Strengthening diversity in the background and experience of the Board as a whole

• Ensuring appropriately experienced individuals appointed to lead governance at

Board level

• Developing Board-level experience in sustainability matters

• Improving gender diversity at Board level

• Maintaining Board independence in line with UK Corporate Code requirements

(a), (b), (d), (e)

Appointment of Sarah Gentleman

as Chair of Remuneration

Committee and revised

composition of Committees

• Ensuring an appropriately experienced individual appointed to take on the role of

Remuneration Committee Chair

• Improved governance through the reallocation of functions across the Board

• Improved diversity across composition of Board Committees

• Reduced concentration of functions for Non-Executive Directors

(a), (b), (c), (e)

Appointment of Employee

Engagement Independent

Non-Executive Director

• Strengthening workforce engagement mechanisms

• Supporting UK Corporate Governance Code compliance

(a), (b), (e)

Adoption of Board Diversity &

Inclusion Policy

• Aligning Board practice with wider Company approach to D&I

• Commitment to strengthening Board diversity over time

• Maintaining best practice governance requirements

(a), (b), (c), (e)

Determination of annual LTIP

Awards by Remuneration

Committee

• Alignment of long-term interests of Executives, employees and stakeholders (a), (b), (c), (f)

70 71moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Section 172 statement continued

1 32

LIKELIHOOD

IMPACT

Increasing

KEY:

Decreasing Static New/emerging

To achieve our strategic objectives and manage the business sustainably, we operate

an effective risk-management framework that balances risk and reward, whilst

protecting the business, our Shareholders, employees, and other stakeholders.

TheBoard has ultimate responsibility for setting and managing the risk framework,

aswell as defining appetite for risk.

Risk appetite

The nature of our business fundamentally

involves accepting risk if we are to achieve

our strategic aim of creating and maintaining

a pipeline of investment opportunities

and supporting our diversified portfolio of

businesses to achieve meaningful returns.

However, the business will accept risk only

where it can be appropriately managed and

where it offers sufficient reward. The Board

has determined its risk appetite for each of its

principal risks and emerging risks described

below, and considered appropriate ways to

monitor performance and mitigate each risk to

ensure it remains acceptable.

Risk governance

Our approach to risk governance is a top-down

approach, with a culture of compliance that

runs from the Board, through its Committees,

the Executive team, the Compliance Team,

to all staff, encouraging a thoughtful and

transparent culture towards risk that is

grounded in principles of stewardship for our

stakeholders. For the Group, the first line of

defence comprises management controls and

internal control measures administered by all

managers and staff, with the second line of

risk management overseen by the Compliance

Team. The Compliance Team report directly

into the CEO on all compliance matters and

has direct access to the Non-Executive Chair

of the Board and the Audit, Risk and Valuations

Committee. The Board meets six times a

year, and delegates daily management to

the Executive team. Both the Audit, Risk and

Valuations Committee and the Executive team

regularly consider and review the existing and

emerging risks faced by the business to ensure

that any exposure and associated mitigations

align with the business’s strategic objectives.

All material risks associated with the Group and

its activities are entered into the Company’s

Corporate Risk Register which applies a scoring

system to assist the Audit, Risk and Valuations

Committee in its decision-making by capturing

inherent risks, mitigations, and residual risks as

well as proposed actions. Risks are mapped to a

heat map and monitored whilst controls are put

in place and continually reviewed to mitigate the

Group’s exposure.

The Audit, Risk and Valuations Committee

formally meets twice a year, with other informal

meetings convened as necessary. The Executive

team are delegated authority to oversee the

application of the risk framework across the

business. The Group operates clear reporting

lines throughout the business and engages

external compliance specialists, IQ-EQ, to

assist the Compliance Team in monitoring and

advising on all regulatory compliance matters at

a fund manager level within the Group structure.

There is a formal compliance report issued to

the Board annually based upon the Company’s

Corporate Risk Register and the output of

quarterly monitoring reports issued by IQ-EQ.

For the report covering the year ended 31

March 2022, the only actions identified by IQ-EQ

as requiring attention were classified as low-risk.

During the period, the Compliance team was

bolstered by the addition of a compliance and

regulatory-focused lawyer to further expand the

in-house capabilities of the Group and its robust

approach to risk and ongoing compliance-

oriented obligations. Depositary services in the

financial year were provided to the Company by

Aztec Financial Services (UK) Limited, including

safekeeping of Company assets, oversight,

and reporting any breaches, anomalies and

discrepancies. Langham Hall UK Depositary LLP

was appointed as a replacement depositary on 1

April 2022, post year end.

We identify and monitor risks closely throughout

the business, with all employees involved in

overseeing and mitigating risk on a day-to-day

level under the ambit of the Group Compliance

Manual and newly introduced Conduct Policy.

Periodic internal checks are administered by

the Compliance Team; enhanced IT security

measures are employed by the IT Manager; and

weekly meetings are conducted at an executive

level with a commitment to specific periodic

risk-review sessions focused on the Corporate

Risk Register. Externally-led training is provided

to all staff at least annually in connection with

the Group’s culture of risk awareness and risk

mitigation and the professional and ethical

standards to which all employees must perform

in the fulfilment of their roles (including where

relevant under the Senior Managers and

Certification Regime (“SM&CR”)). During the

year, IQ-EQ delivered training to all staff on the

topic of SM&CR and targeted training on the

subject of the Group’s Client Assets Sourcebook

(CASS) obligations to those members of the

compliance, finance and administrative team

involved in the safekeeping and reconciliation

of client assets. Mandatory online training is

conducted not less than annually (including

associated testing) on a variety of core topics

including anti-money laundering, anti-bribery

and corruption, SM&CR, and data protection.

Targeted internal-led compliance training

sessions are delivered during the onboarding

process for new joiners and to different

teams within the business as required. Within

the quarterly Investment Team “Hit-list Day”,

market themes, opportunities and risks are

assessed as part of the wider approach towards

investments, and there is also a bi-annual

Strategy Day attended by all of the Investment

Team to review the Group’s existing portfolio

and assess risks and opportunities at an asset

level. A Whistleblowing Policy is in place, which

provides the means by which anyone within the

business can raise or escalate concerns where

they perceive the Company to not be dealing

adequately with risks.

Updates to our risk framework for the year

include:

• Corporate Risk Register: Existing and

emerging risks monitored, adjusted and

new or adjusted mitigations considered

and implemented as necessary. Material

changes are reflected in the heat map and

summary of Principal Risks of the business

set out on page 73.

• Addition of new Non-Executive Directors:

The appointment of Gervaise Slowey and

Sarah Gentleman to the Audit Risk and

Compliance Committee and full Board

provides additional expertise and oversight

for the Group in its consideration of risk and

control mechanisms around this.

• Hire of compliance-oriented in-house

lawyer: The Group’s compliance function

was bolstered by the addition of Tom

Bowie, a solicitor with a private practice

background in compliance and regulatory

advice to financial service clients including

private equity/venture capital firms.

• ESG focus in risk assessment: during the

year, we progressed our Task Force on

Climate-Related Financial Disclosures

(“TCFD”) project (see our first report within

the Sustainability section of this report) and

have now built a standalone climate-related

risk register that sits alongside the Group’s

wider Corporate Risk Register.

• UK Corporate Governance Code: Following

our move to the Main Market in July

2021, the Company complies with the UK

Corporate Governance Code. A review of

internal controls, including cyber security

controls, was performed as part of the

preparatory work for the move and will be

regularly reviewed going forward.

Principal risks

1. Global macro-economic environment

2. Portfolio company valuations are subject

to change

3. Geo-political protectionism

4. Climate change

5. COVID-19

6. FX exposure

7. Key personnel

8. Unpredictability of exit timing

9. Loss of group regulated status

10. Industry competition

11. Cyber security

12. Profile of venture investments

We regularly consider and make a robust assessment

of principal and emerging risks and opportunities,

both internal and external, which may affect the

Group in the near, medium, and long term.

The Executive team, Audit, Risk and Valuations Committee and full Board have risk

considerations as a standing item at all meetings, and the Group’s principal risks are reviewed

and approved annually by the Board to assess the severity and mitigation strategies in place

for previously identified risks, and to identify whether any new risks had materialised in the

period. The following are some of the principal risks which the Executive and the Board are

currently monitoring.

• Adverse changes in global macro-economic environment

• COVID-19

• Geo-political protectionism

• Climate change

The Group’s principal risks together with the associated explanations, mitigations and future

focuses are set out in detail below. The heat map sets out what we consider to be the most

substantial risks to our business, assessed by reference to their potential impact and likelihood

of occurrence. We have included an indication of the changing status of each compared to

the prior year.

72 73moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Principal risksRisk management

1. Global macro-economic environment

Voltility of global public

and private markets

Link to strategy

(page 26)

A, B, D, E

Link to KPIs

(page 27)

1, 2, 3, 4, 5

Potential impact

• Challenges in the macro-economic environment,

possibly resulting in reduced spending, reducing

the revenues of portfolio companies. Potential

second order effects of: lower portfolio company

valuations; extending the period to realisations; and

an enhanced portfolio company requirement for

liquidity requiring additional unforeseen follow-on

investment

• Market reassessment of private company valuations

• Global economic recession could lead to changes

in market and societal behaviours

• Share price of publicly held stock in assets that

have undergone IPO subject to changeable

market forces

Risk management and mitigation

• Range of funding strategies, including co-investment,

debt and equity financing

• Volatility impacts all public market participants and wider

market dynamics so creates a level playing field

• Resilience of public markets and strong investor relations

• Strength of Board-level experience

• Strength of portfolio, with strong realisations during the

year and a number of assets on a path to a liquidity event

• Diverse portfolio across stage of development and

markets

• Syndicated strategy of minority equity ownership

alongside strong syndicate partners

• Strong experience across team of previous challenging

macro-economic environment conditions

Changes during the year

• Move to the Main Market, improving access to a

wider pool of investors

• Appointment of two additional Non-Executive

Directors to further bolster the expertise of

the Board

• National and international government stabilising

measures to navigate economy out of COVID-19

• Hire of an investor relations specialist into the team

and working with external IR specialists, Equitory, to

help strengthen investor relations activities

• High inflationary environment and rising

interest rates

• Geopolitical developments, including the tragic

events in Ukraine

Focus for FY23

• Continued emphasis on appropriate levels of liquidity

through access to debt facility, cash realisations, additional

fee income from third-party co-investors with funds

under Group management and ability to raise from

the market

• Launch of the Growth Fund and exploration of additional

syndicated fund strategies with third-party investors to

share risk and provide enhanced income streams

• Maintain focus on investor relations to communicate the

strategy and resilience of the Group

2. Portfolio company valuations subject to change

Prospective and actual

portfolio private

company valuations

are impacted by

external factors and

involve a degree of

subjective judgement.

We are seeing

heightened investor

focus on technology

company valuations

with subsequent

market recalibration of

valuations

Link to strategy

(page 26)

A, E

Link to KPIs

(page 27)

1, 2, 5

Potential impact

• Due to the illiquid nature of the asset class in which

the Company invests, a material recalibration of

global valuations of tech companies may impair

the Group’s NAV and impact on the timing and/or

quantum of realisations at exit

• Higher valuations in competitive deals may result in

larger cheque sizes for smaller equity stakes relative

to less buoyant conditions

Risk management and mitigation

• Diversification of the portfolio across geographies and

sectors

• Measured approach to valuation, in line with IPEV and

BVCA guidelines, with oversight and scrutiny from the

Audit, Risk & Valuations Committee and auditors

• Fund of Funds strategy provides early visibility and access

to a wide range of emerging companies at a stage where

valuations and round size are opportune for strong

continued growth and compelling return on investment

• Deal team focused on rigorous investment process to

ensure that participation in rounds at high valuations

relative to ARR are justified by reference to risk-profile

and potential returns

Changes during the year

• Increased media attention around valuations of tech

companies

• Material shifts in valuations of the small amount

of public stock held in portfolio companies who

have IPO’d

• Public market valuations for technology companies

have reduced in the year, with some read across to

late-stage private technology companies

Focus for FY23

• Continued focus on liquidity

• Expansion of the Fund of Funds strategy

• Diversification of funding sources to ensure portfolio

companies remain well capitalised

• Continued participation in deals alongside a robust syndicate

of high-quality co-investors to ensure that portfolio company

businesses are well capitalised for future growth

• Continued downside protection through preference share

structure of investments in portfolio companies and offering

Convertible Loan Notes in the event of bridge financing

being required

3. Geo-political protectionism

Direct and indirect

impact of geo-

political events

Link to strategy

(page 26)

B, C, E

Link to KPIs

(page 27)

1, 2, 4, 5

Potential impact

• Governmental policies preventing or providing

additional hurdles to cross-border M&A

opportunities particularly impacting upon

large-scale tech businesses limiting route to a

meaningful exit

• Raised tariffs making it harder for portfolio supply

chains and deep hardware companies to obtain

required materials or make sales of their own

products

• Persons or corporates subject to sanctions having an

impact on flows of capital, goods, or services

Risk management and mitigation

• Supporting portfolio with international structural optionality

• Participation in lobbying efforts on UK government (e.g.

through BVCA membership)

• Sector specialist lawyers engaged during the period to

deliver training to the Investment Team on the impact

and process associated with the National Security and

Investment Act (NSIA) and equivalent global legislation

• Carrying out a full assessment of group exposure to

sanctioned persons or corporates, through our portfolio,

Shareholders, suppliers, or other investors into our portfolio

companies

Changes during the year

• Move towards greater US and UK governmental

oversight and control of company sale process to

non-domestic acquirers

• Implementation of the UK NSIA

• Additional sanctions against Russian and Belarusian

persons and corporates

• Near-shoring of supply chains

Focus for FY23

• Continued participation in BVCA to lobby UK government

on benefits of access to wider pools of capital outside of

the UK/Europe in exit process

• Providing early access to portfolio company founders

and managing teams to explore US and wider global

networks and put in place group structures that provide

optionality

• Continue to take legal and tax advice on implications of

shifts in global policy including the application of the UK

NSIA and extension of sanctions regimes

• Assessment and ongoing monitoring of Group exposure

to sanctioned persons or corporates, through our

portfolio, Shareholders, suppliers, or other investors into

our portfolio companies

Key

Increasing risk New/emerging risk Static risk Decreasing risk

74 75moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Principal risks continued

4. Climate change

Increasing need to

navigate the energy

transition, including

regulatory, market,

technology, and

reputational aspects

as well as the potential

physical impacts of

climate change

Link to strategy

(page 26)

C, D, E, F

Link to KPIs

(page 27)

1, 2, 4, 6

Potential impact

• Transitioning to a lower-carbon economy may entail

policy, legal, technology, and market changes to

address mitigation and adaptation requirements

related to climate change, including:

− Changing stakeholder expectations

− Increase in carbon-related regulation, including

mandatory reporting requirements

− Potential lending conditions tied to climate and

carbon performance

Risk management and mitigation

• Adherence to the Company’s ESG Policy to integrate

considerations of climate-related risks throughout our

wider thinking around ESG and any relevant strategies,

policies and governance structures

• Working with external environmental consultants to:

− Complete our first year of voluntary Taskforce for

Climate-related Financial Disclosures (TCFD) reporting

− Calculate and evaluate our group-wide carbon

footprint (inclusive of Scope 1, Scope 2 and all

material Scope 3 emissions), offset 100% of Scope

1 and Scope 2 emissions as well as select Scope 3

emissions, and carry out mandatory Streamlined and

Energy Carbon Reporting (SECR) disclosures

− Assessment of our Scope 3 emissions, including those

from our investments and purchased goods and

services

Changes during the year

• Government COVID-19 recovery initiatives and

incentives prioritise net zero and low carbon

• Enhanced government innovation funding for low

carbon projects and technologies

• Investments have been made during the year to

climate tech companies, such as Cervest and BeZero

Carbon, recognising the role their technologies

can play in achieving the net zero target. For further

details, see pages 22-23

• Worked with external consultants in preparation for

first year of reporting to the TCFD

• COP26 increased global focus on climate risk and

the role of the private sector in the economy’s low

carbon transition

• Enhanced engagement with our portfolio across

each of the pillars of E, S and G, including hosting

an online event for the entire portfolio on the topic

of carbon emissions, reduction and offsetting

• Underwent a number of office greening practices,

including improved recycling facilities and

providing staff with vegan Allplants meals

• Offset of all Scope 1 and 2 and select Scope 3

carbon emissions during the year

Focus for FY23

• Development of a Climate Strategy including quantitative

carbon reduction targets with support from external

advisers utilising the output of our Year 1 TCFD reporting

• Enhance engagement with our portfolio on climate-

related topics including carbon footprint measurement

and GHG reduction plans

• Continue to explore energy saving measures and offset

100% of our Scope 1 and Scope 2 emissions, as well as

focus on supporting our portfolio to reduce their Scope

1 and 2 emissions (thereby reducing our Scope 3 carbon

emissions)

• Focus on integrating the output of our TCFD project into

our risk management practices

5. COVID-19

Direct and indirect

operational impact of

COVID-19

Link to strategy

(page 26)

B, E

Link to KPIs

(page 27)

1, 3, 5

Potential impact

• Direct effects of global pandemic include market

instability; macro-economic disruption; share price

volatility; reduced investor activity; disrupted cross-

border trade; and impaired supply chains

• Reduced growth for a limited number of portfolio

companies in directly impacted sectors

• Physical/mental health risk to staff and/or

dependents

• Impacted business culture through remote working

Risk management and mitigation

• Robust business continuity plan

• Adapted working practices with focus on health and

safety in line with government advice. Safe return to

office environment for those able to do so on a hybrid

basis, when in line with regulations and guidelines

• Cloud-based IT infrastructure and adoption of

appropriate technology solutions for business

communications

• Resilience of majority of portfolio companies

• Risks shared across businesses globally including by

competitors

Changes during the year

• Changes to restrictions in the UK and across the

world over the year

• Expansion of the COVID-19 vaccination in the UK

and many jurisdictions globally, and roll out of the

booster programme in the UK

• Reduced health risk associated with newer

COVID-19 variants

• Increased focus on health and wellbeing with

support from external service providers

Focus for FY23

• Continued focus on employee health and wellbeing

• Continued focus on the ability to work flexibly

6. FX exposure

Fluctuations in foreign

exchange rates may

adversely affect the

Company’s own

cash position in the

performance of the

Group’s portfolio

Link to strategy

(page 26)

C, E

Link to KPIs

(page 27)

1, 2, 4, 5

Potential impact

• Investments, realisations or transactions made or

received in non-sterling currencies may result in

exposure to adverse FX changes

• Changes in exchange rates may adversely affect

Company valuations and/or portfolio company

revenues

Risk management and mitigation

• The CFO and Board regularly review the possible impact

of currency movements on the Company and the

portfolio

• Portfolio companies generate revenues across a range of

currencies, predominantly US Dollars, Sterling and Euros,

and a degree of natural hedge therefore exists

Changes during the year

• Maintenance of foreign currency reserves in line

with Treasury Policy

Focus for FY23

• To continue to monitor and appraise possible mitigation

strategies beyond our existing Treasury Policy

• To expand banking relationships to allow us to put

potential hedging solutions in place quickly

Key

Increasing risk New/emerging risk Static risk Decreasing risk

76 77moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Principal risks continued

7. Key personnel

The Group may not be

able to retain or attract

staff with the right skills

and experience

Link to strategy

(page 26)

A, D, F

Link to KPIs

(page 27)

1, 3, 4

Potential impact

• The work of the Group requires specialist

practitioners.

• 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 its financial objectives

Risk management and mitigation

• Competitive packages offered to personnel, with

periodic externally-led market comparisons for staff and

Executive packages

• Long-term incentives aligned to Group strategy through

the issue of performance-related share options

• Access to internal and externally-led coaching and

mentoring focusing on staff development and inclusion

• Continued programme of enhanced employee benefits

• Expanded team size providing better coverage across all

areas of the business

• Evolving ESG credentials to help attract and retain talent

Changes during the year

• Hiring of two additional Non-Executive Directors

• Recruitment of six experienced professionals into

the Partnership and Platform Teams

• Additional benefits added, e.g. access coaching via

the CoachHub coaching offered to a selection of

employees

• Issued LTIP on revised targets for the next three-

year period

• Conducted employee surveys to solicit feedback

on the working environment

• Employee engagement work rolled out with

Richard Pelly taking up the role as the Designated

Board Director for staff feedback

Focus for FY23

• Continued focus on improved mental and physical

wellbeing of all staff through outsourced providers

• New LTIP issue on revised targets for the next three-

year period

8. Unpredictability of exit timing

Proceeds from the sale

of investments may vary

substantially from year

to year

Link to strategy

(page 26)

C, E

Link to KPIs

(page 27)

2, 5

Potential impact

• The timing of portfolio company realisations

is uncertain and cash returns to the Group are

therefore difficult to predict

• Proceeds from exits in the form of an Initial Public

Offering may be locked into public stock for a

period of time that precludes realisation of upside

and is subject to turbulence of public market forces

Risk management and mitigation

• The Group maintains sufficient cash resources to manage

its ongoing operational and investment commitments

• Regular working capital reviews are undertaken

• £65.0 million revolving credit facility in place for use as

needed (£35.0 million undrawn as at 31 March 2022)

• Financial performance oversight by the Executive team

and Board

• Expanded Platform Team enabling more team time to be

spent on analysis, including likelihood and route to exit

• Sessions run at two internal Strategy Days to identify

potential exits during the forthcoming financial year

Changes during the year

• Increased focus on route to exit as part of the

investment decision-making process and as part of

the materials presented at each of the two internal

Strategy Days run during the period

Focus for FY23

• Continued emphasis on access to cash through cash

management, financial modelling and continued access

to the Company’s revolving credit facility.

9. Loss of group regulated status

Esprit Capital Partners

LLP, Encore Ventures

LLP or Elderstreet

Investments Limited

cease to be authorised

as fund managers by

the FCA

Link to strategy

(page 26)

A, B, C, D, E, F

Link to KPIs

(page 27)

3, 4, 6

Potential impact

• If the Group-regulated investment managers

had their permissions removed by the FCA then

the Group would not be able to perform its

business model

Risk management and mitigation

• All senior personnel internally vetted, assessed and

appraised on ongoing basis in line with SM&CR to ensure

fitness and propriety

• Robust governance processes and procedures on a

Group-wide basis

• Established internal compliance function, with external

compliance advisory support from relevant third-party

experts

• Clear lines of accountability and responsibility for senior

management functions

• Ongoing externally-led monitoring programme to

continually assess and stress test the systems, processes

and controls in place at a regulated fund manager level

Changes during the year

• Established suitable mechanisms with a number of

key European regulators under the National Private

Placement Regime to facilitate marketing activities

within the EU

• Addition of qualified compliance and regulatory

solicitor (Tom Bowie) to bolster the capabilities of

the compliance team

• Pro-active engagement with the FCA to enhance

and rationalise scope of Group regulatory

permissions

Focus for FY23

• Continue to integrate the compliance activities and

calendar of the three regulated entities within the

Group, where appropriate, to provide greater levels of

consistency and oversight

• Continue to engage with external advisers and the FCA to

streamline and improve existing systems and processes

within the regulated functions in the business

10. Industry competition

The Group and its

portfolio companies

are subject to

competition risk

Link to strategy

(page 26)

A, B, D, E, F

Link to KPIs

(page 27)

1, 2, 3, 4

Potential impact

• Increased capital in the European VC market

leading to greater competition for deals and

compressed timelines between investment rounds

and during the investee fundraise process

• Rise in pre-empted funding rounds can limit access

to strong deals where opportunities are outside of

the Group’s network

• Increase in investment activity of significantly larger

VC players who have less price sensitivity and

may distort valuations and the broader VC market.

However, investors across both private and public

markets are increasingly turning to public deals due

to price reductions

Risk management and mitigation

• Proven thesis-driven investment strategy with solid

reputation in the market within sector/geo-specialism

• Differentiated model with strong pipeline sourcing and

disciplined investment process

• Competitive pricing, terms and structure of proposed

investment

• Established and continually evolving ESG credentials

Changes during the year

• Enhanced investment cadence to enable Molten

Ventures to consistently lead the investment rounds

• Increased appetite for European deals among

established US West Coast “named” VCs adding

to competitive landscape in the Company’s

geographical focus

• Expanded marketing ability to ensure strength of

brand with the rebrand to Molten Ventures from

Draper Esprit in November 2021

• Expanded Platform Team capabilities to provide

greater coverage and access to European dealflow

and more streamlined deal execution

Focus for FY23

• Launch of Growth Fund with access to third-party funds

under management to provide greater competitive

advantage

• Increased focus on ESG as a point of strength and

differentiation

• Evolution of the Company’s climate tech thesis to build

upon initial traction in this area

Key

Increasing risk New/emerging risk Static risk Decreasing risk

78 79moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Principal risks continued

11. Cyber security

Cyber security incidents

may affect the operation

and reputation of

the Group

Link to strategy

(page 26)

D, F

Link to KPIs

(page 27)

Potential impact

• A significant cyber/information security breach

could result in financial liabilities, reputational

damage, severe business disruption or the loss

of business critical or commercially sensitive

information

Risk management and mitigation

• Utilisation of reliable hardware, software and cyber-

security measures including robust firewalls, anti-virus

protection systems, email risk management software and

backup procedures

• Appropriate IT security structures, policies and

procedures in place including the Group’s Business

Continuity Plan

• Maintained risk register covering cyber security

• Cyber security subject to review, development and

adaptation as necessary

Changes during the year

• Increased cyber security risk due to the threat of

cyber attacks emerging out of geo-political events

• Engaged MDB IT and compliance consultants to

conduct a full review of the Group’s IT systems

and processes and report on proposed actions to

further improve the Group’s systems and processes

• Carried out external penetration testing twice

during the period which identified one critical risk

areas which was fixed during the period

• Introduction of staff phishing and cyber awareness

training

• Introduction of 24/7 security operations centre to

assist with zero-day attacks

• Changed anti-virus system to a behavioural system

• Appointment of Softcat IT infrastructure consultants

to provide a fractional Chief Information Officer

function and work alongside the Group IT Manager

to deliver on IT and cyber-related projects

• Retained Cyber Essentials accreditation post-

period end

Focus for FY23

• Continued review and development and adaptation of

cyber security and information security systems, policies

and procedures under the leadership of the IT Manager

and support of outsourced IT providers

• Additional emphasis on cyber and information security

following increased instances of cyber attacks and cyber-

related fraud

12. Profile of venture investments

Portfolio companies are

at an early stage and

carry inherent risk

Link to strategy

(page 26)

B, C, E, F

Link to KPIs

(page 27)

1, 2, 3, 6

Potential impact

• Individual portfolio companies may fail or not be

commercially viable

• Increased funding requirements for companies at

an earlier stage

• Greater commitment of time and resource

to management requirements of early-stage

companies

Risk management and mitigation

• Rigorous due diligence undertaken by highly qualified

Investment Team supported by VC-focused specialists

• Active management of portfolio with consent rights and

board seats as part of our investment

• Diversified portfolio across different geographies, sectors

and stages to mitigate impact of single investment failures

• Calibration of risk and reward for outsized returns on

investment due to equity ownership at an early stage in

the life of the company

• Multi-faceted investment strategy focusing upon

opportunities at different points of the growth cycle from

seed (through Fund of Funds), early (EIS/VCT) to later

stage (plc)

Changes during the year

• Continued adoption of technology across business,

and relative strength of technology companies in

post-COVID-19 environment

• Expanded Fund of Funds strategy to provide

visibility on a greater range of investment

opportunities

• Increased deployment of capital is allowing us to

increasingly lead rounds and provide follow-on

capital for our leading portfolio companies

• Emphasis on deployment of plc money into later-

stage more mature Series B+ deals

• Through Fund of Funds strategy and increased EIS

and VCT deployment, we have ensured an active

pipeline for future development

• Increased volume of participation in follow-on

rounds where the asset is known and we can back

the winners

Focus for FY23

• Continued focus on identifying strong best-in-class

scalable technology companies with very large

addressable markets and a path to becoming a

category leader

• Launch of growth fund to capture greater share of market

in later-stage high-growth companies

• Development of additional strategies to maximise

the opportunities arising out of the Fund of Funds

programme and early-stage start-up environments

Board approval

The Strategic Report as set out on pages 6 to 81 was approved

by the Board of Directors on 12 June 2022 and signed on its behalf by

Ben Wilkinson

Chief Financial Officer

12 June 2022

Key

Increasing risk New/emerging risk Static risk Decreasing risk

80 moltenventures.com

STRATEGIC REPORTANNUAL REPORT FY22

Principal risks continued

Governance

Contents

84 Board of directors

86 Corporate governance statement

88 Governance overview

89 Board leadership

92 Division of responsibilities

95 Composition, succession and evaluation

96 Nominations committee report

99 Audit, risk and valuations committee report

103 Directors’ remuneration report

122 Directors’ report

125 Statement of directors’ responsibilities

82 moltenventures.com

ANNUAL REPORT FY22

GOVERNANCE

Key

Board Audit, Risk & Valuations Committee Remuneration Committee Nominations Committee ESG Committee

Chair

Key

Board Audit, Risk & Valuations Committee Remuneration Committee Nominations Committee ESG Committee

Chair

Proportion of directors with extensive experience Proportion of directors with experience Proportion of directors with extensive experience Proportion of directors with experience

Board skills matrix

Equity Capital Markets

Corporate Finance and M&AVenture Capital

Healthcare/Biotech Strategy

Tech/Software

Governance & Compliance

Finance & Accounting

Karen Slatford

Independent Chair

Age: 65

Appointed: June 2016

Karen is Non-Executive Chair of

Molten. She is also a Non-Executive

Director of AIM-quoted Accesso

Technology Group plc and Softcat

plc, and a FTSE 250 IT infrastructure

provider.

Karen began her career at ICL

before spending 20 years at

Hewlett-Packard Company, where

in 2000 she became Vice President

and General Manager Worldwide

Sales & Marketing for the Business

Customer Organisation, responsible

for sales of all HewlettPackard

products, services and software to

business customers globally.

Karen holds a BA Honours degree

in European Studies from Bath

University and a Diploma in

Marketing.

Committee membership

Martin Davis

Chief Executive Officer

Age: 59

Appointed: November 2019

Martin is the CEO of Molten.

He has more than 20 years of

experience in financial services

and joined Molten from Aegon

Asset Management, where he

was the Head of Europe, Aegon

Asset Management & CEO Kames

Capital. Prior to Aegon Asset

Management, Martin served as

CEO at Cofunds, spent eight years

at Zurich Insurance Group, and was

also CEO of Zurich’s joint venture,

Openwork, the largest network of

financial advice firms in the UK.

Prior to this, Martin held senior

management roles at Misys,

Corillian, and Reuters. Martin also

served for 11 years in the British

Army. Martin has an MBA from

London City Business School (CASS)

and Diplomas from the Institute of

Marketing and the Market Research

Society.

Committee membership

Stuart Chapman

Chief Portfolio Officer

Age: 52

Appointed: June 2016

Stuart was a Director of 3i Ventures

in London before he co-founded

Molten. He has over 25 years of

venture capital experience in

Europe and the US– including

founding 3i US in Menlo Park, CA.

Stuart was responsible for Molten’s

investments in Lagan Technology

(sold to Verint), Redkite (sold to

Nice), Kiadis (sold to Sanofi) and

Conversocial (sold). Stuart serves as

a Director with Netronome, Aircall,

Resolver, Realeyes, and Riverlane;

and as observer with Graphcore

and Crate.

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 School of Business.

Committee membership

Ben Wilkinson

Chief Financial Officer

Age: 41

Appointed: June 2019

Ben has been CFO of Molten

since 2016. He has over 10

years of experience as a public

company CFO.

At Molten, Ben has been

responsible for building out the

balance sheet, through equity and

debt financing and broadening

the shareholder register. He has

developed the finance function

and led on Molten’s move to the

Main Market.

Prior to Molten, Ben served for

five years as CFO of AIM-listed

President Energy plc.

Ben is a Chartered Accountant,

FCA, with a background in

M&A investment banking from

ABN Amro/RBS where he was

involved with multiple cross-

border transactions and corporate

financings. Ben is a graduate of

Royal Holloway, University of

London with a BSc in Economics.

Committee membership

Richard Pelly

Independent

Non-Executive Director

Age: 66

Appointed: June 2016

Richard is a Non-Executive

Director and adviser in the area

of micro, small and medium-sized

businesses. Up until April 2014,

Richard was the Chief Executive

of the European Investment Fund

(EIF), Europe’s largest investor in

venture capital funds.

Before joining EIF in April 2008,

Richard was Managing Director of

structured asset finance at Lloyds

TSB Bank in London from 2005

to 2007. From 1998 to 2005, he

worked for GE Capital, first as

Chairman and CEO of Budapest

Bank in Hungary and then as CEO

of UK Business Finance within GE

Commercial Finance. Prior to his

career at GE, Richard worked for

Barclays Bank in various functions

in the UK and in France from 1977

to 1997.

Richard holds an honours

degree in Psychology from

Durham University and an MBA

with distinction from INSEAD

Fontainebleau. In 2003, he was

awarded an OBE in the Queen’s

Honours List for Services to the

Community in Hungary.

Committee membership

Grahame Cook

Independent

Non-Executive Director

Age: 64

Appointed: June 2016

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, 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 tech 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 €100m 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.

Committee membership

Sarah Gentleman

Independent

Non-Executive Director

Age: 52

Appointed: September 2021

Sarah is a Non-Executive Director

on the Board of Molten and

the Chair of the Company’s

Remuneration Committee. Sarah

also chairs the Remuneration

Committee at Rathbone Brothers

as well as being a member of

Rathbones Brothers’ Audit, Risk &

Nomination 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, she 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 advisor to early-

stage technology companies with a

focus on Fintech.

Committee membership

Gervaise Slowey

Independent

Non-Executive Director

Age: 54

Appointed: July 2021

Gervaise is a Non-Executive Director

on the Board of Molten with a

background in senior management,

international business, marketing

and media. Gervaise serves as a

Non-Executive Director on the

boards of Dalata Hotel Group plc,

Wells Fargo Bank International

(WFBI), Eason PLC and the Institute

of Directors in Ireland. She also chairs

the Remuneration and Nomination

Committee for WFBI.

Gervaise was CEO of

Communicorp Group (now Bauer),

for four years to the end of 2016,

and also served as a Non-Executive

Director on the board Ulster Bank

Ireland for three and a half years to

October 2021. Prior to that she held

senior roles in Ogilvy Worldwide

for 16 years, most recently Global

Client Director. Gervaise has

also served on the boards of the

International Rice Research Institute,

and the Institute for International

and European Affairs (IIEA).

Gervaise is a Chartered Company

Director (Institute of Directors), a

Certified Bank Director (Institute of

Bankers), and a Dublin City University

Business Studies graduate (BBS).

She is particularly interested in

sustainability and recently completed

the Sustainability Leadership Program

at Cambridge University.

Committee membership

The age of each director is displayed as at 12 June 2022.

moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

8584

Board of directors

Chair’s letter

Dear shareholder,

I am pleased to present the Governance Report for the

year ended 31 March 2022. This section describes the

Group’s governance framework and responsibilities,

the key activities of the Board during the year, and our

compliance with the principles and provisions of the UK

Corporate Governance Code.

The key event of the year in terms of

governance structures was our move to the Main

Market in July 2021, and the need to ensure

that our governance structures and processes

would support our compliance with the UK

Corporate Governance Code from Main Market

admission. As reported last year, in anticipation

of the move we conducted a detailed review

of existing governance arrangements against

the principles and provision of the Code and

identified a number of steps to take forward

in advance. I’m pleased to report that our pre-

existing governance structure was robust, and so

material changes were not required. However,

there were a number of areas where the UK

Corporate Governance Code requires additional

formality over and above the requirements of

the QCA Corporate Governance Code (which

we applied while listed on AIM). All of those

areas were addressed either prior to the Main

Market move, or (where appropriate) in the

period from July to the financial year-end.

Board changes

We indicated in our FY21 Annual Report our

intention to recruit additional Non-Executive

Directors during the year, recognising the

need to strengthen the independence and

diversity of our Board as we moved to the Main

Market, and to bring in individuals with the

right blend of industry and Main Market listed

board experience. Remuneration Committee

experience was also a key criteria.

Following that process, we were delighted

to welcome Gervaise Slowey (who joined us

on admission to the Main Market) and Sarah

Gentleman (who was appointed in September

2021) to the Board. Both have significant listed

company experience and are already making

a significant contribution to the Board and the

Company.

More information on the recruitment process,

and the resulting independence and diversity

of the Board, is set out in the Nominations

Committee Report on pages 96 to 98.

I would also like to offer my thanks to Grahame

Cook, our Senior Independent Director, who

stepped up to assume the responsibility of

temporary Chair during a short period earlier in

the year when I was indisposed due to illness.

Culture

We are committed to lead from the top in

demonstrating the Company’s culture and

values in the way that we operated as a Board,

and in our interactions with our Shareholders,

We are committed to

lead from the top in

demonstrating the

Company’s culture

and values in the way

that we operated as

a Board, and in our

interactions with our

Shareholders.

Karen Slatford

Chair

team and other stakeholders. Our commitment

to acting as a responsible corporate citizen

can be further seen through the progress we

have made in the year in developing our ESG

strategy. The Board is kept regularly appraised

of progress against agreed ESG objectives, and

our oversight has been further strengthened

with the formalisation of our ESG Committee

and the appointment of Gervaise Slowey and

Ben Wilkinson as members of that Committee.

As part of the rebranding exercise carried

out during the year, the Board approved the

adoption of our new Company motto “Make

More Possible” which encapsulates what we

want to achieve for our investors and our

entrepreneurs. During the year ahead, we are

committed to developing and formalising a

Corporate Purpose for the Company to better

articulate our core reason for being and our

positive impact on the world. We have included

this workstream within our KPIs for the year (see

pages 27 and 51) and will report against this in

the FY23 Annual Report.

Information on how we assess and monitor

culture is set out in the following report, and

more information on our vision and values, and

our ESG strategy, can be found in the Strategic

Report on pages 8 to 81.

Engaging with the workforce

Although the Board has always enjoyed a

good level of engagement with the workforce,

supported by the Company’s open and

transparent culture, relatively small headcount

and the open invitation for Directors to attend

Investment Committee meetings, we took

the decision during the year to formalise our

engagement mechanism by appointing a

“designated Non-Executive Director” (DNED)

with responsibility for that engagement. We

were very happy to accept Richard Pelly’s

request to take on the DNED role (which is

one of the recommended approaches to

employee engagement under provision 5 of the

Code), and his activity and responsibilities are

described in more detail in the following report

on page 90.

The Board recognises the importance of

ensuring high quality engagement with the

workforce, and ensuring transparency around

how employee interests are considered in our

decision making process. This is absolutely in

line with the Company’s culture, and we look

forward to receiving feedback on Richard’s

engagement as the DNED role becomes more

established.

Investors/AGM

Information on the Company and the Board’s

engagement with Shareholders (and other

stakeholders) is set out in the section 172

statement on pages 67 to 71 and in the following

report. We have a supportive Shareholder base,

and I would like to take this opportunity to

thank our Shareholders for their support during

the year both in terms of the equity placing

conducted in June, and our move to the Main

Market.

I am always happy to engage directly with

Shareholders on corporate governance (or other

matters), and can be contacted via our Company

Secretary. We look forward to welcoming

Shareholders to our 2022 Annual General

Meeting which will be held at the Company’s

offices at 20 Garrick Street, London, WC2E 3BT

on 3 August 2022.

Board priorities for FY23

During the year ahead we will be continuing to

integrate ESG into our Company culture under

the oversight of our newly formed Board ESG

Committee to further embed and enhance

the principles of ESG into our Board activities,

business operations, investment process and

interactions with employees via the activities of

Richard Pelly as DNED.

We will also be building upon the work

undertaken at the time of our rebrand to

develop and formalise our Corporate Purpose

and Values, whilst dedicating focus to our

Board succession plans and the continued

implementation of the Board Diversity and

Inclusion Policy.

Karen Slatford

Chair

86 87moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Corporate governance statement

The Board confirms that, for the year ended 31 March 2022, it has consistently applied the principles of the QCA Corporate Governance Code (between

the period 1 April to 23 July 2021) and from the point of admission to the Main Market of the London Stock Exchange, the UK Corporate Governance

Code (the Code) (between the period 23 July 2021 to 31 March 2022), as described in the following report. For the duration of the period whilst the

Company was subject to the Code, it complied with all relevant provisions of the Code. Further information on the Code can be found on the Financial

Reporting Council’s website at: www.frc.org.uk.

Key activities in applying the principles of the Code

Code principle Activity in the year

Value and culture

During the year, and linked to the Company’s rebranding from Draper Esprit to Molten Ventures, the Board has approved

the adoption of a new Company motto “Make More Possible” which is aligned to our open and entrepreneurial culture and

strategy.

Information on how the Board assesses and monitors the culture of the business is set out on page 90 below.

The Board is committed to developing and formalising the Company’s Corporate Purpose to articulate our core reason for

being and our positive impact on the world. This forms one of the KPIs for the forthcoming period and will be reported

against in the FY23 Annual Report.

Board and

Committee

composition

The previously combined Remuneration and Nominations Committee was separated into individual Committees, and

the Terms of Reference of all Board Committees have been reviewed and updated to ensure alignment with Code

requirements and best practice for Main Market listed companies.

Additional independent Non-Executive Directors (Gervaise Slowey and Sarah Gentleman) were appointed during the

year ensuring that we satisfy the Code independence requirements.

Committee composition has been amended to ensure compliance with Code independence requirements. As a result,

Karen Slatford has ceased to be a member of both the Remuneration Committee and the Audit, Risk and Valuations

Committees.

On the Company’s admission to the Main Market, Grahame Cook was appointed as Senior Independent Non-Executive

Director and Richard Pelly was appointed as DNED with responsibility for overseeing the Board’s engagement with Group

employees.

In February 2022, the Board resolved to form an ESG Committee, chaired by Non-Executive Director Gervaise Slowey. The

Terms of Reference of the ESG Committee (together with Terms of Reference for all of the other Board Committees) are

available for inspection on the Company’s website.

Information on the activity of the Committees is set out in their individual reports starting on pages 96 (Nominations

Committee), 99 (Audit, Risk and Valuations Committee), and 103 (Remuneration Committee). The ESG Committee will

hold its first formal meeting in the forthcoming period and its activities will be reported in the FY23 Annual Report. For a

summary of the ESG activities undertaken by the business during the period, please see pages 50-51.

Audit, Risk and

Internal control

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.

There has been increased focus on controls, in particular in reviewing actions identified in the Financial Position and

Prospects Procedures (FPPP) memorandum prepared in connection with the move to the Main Market, and receiving

updates and guidance on BEIS consultation recommendations around internal controls and attestation. Further

information is included in the Audit, Risk and Valuations Committee Report starting on page 99.

Workforce

engagement

Although the Company’s relatively small employee base has historically allowed the Directors to engage directly

with employees, the Board agreed the appointment of a designated Non-Executive Director (Richard Pelly) with

responsibility for overseeing the Board’s engagement with the workforce. Further information on Richard’s activity in the

year in performing that role is set out on page 90.

Remuneration

The Remuneration Committee’s activity in the year has been focused on developing the Directors’ Remuneration Policy to

be applied from admission to the Main Market, and to be submitted for Shareholder approval at the 2022 Annual General

Meeting. This included consultation with Shareholders prior to the Main Market move. The Remuneration Policy, and

further information on the Remuneration Committee’s activity, is set out in the Directors’ Remuneration Report starting on

page 103.

Other activities

In order to ensure our formal governance structure is appropriately documented and aligned with Code requirements,

during the year the Board has also:

• Approved a formal division of responsibilities document (see pages 92 to 94 for more details)

• Approved a formal Board Diversity & Inclusion Policy (see page 98 for more details)

• Reviewed the annual schedule of Board and Committee activity to ensure it aligns with Code and Main Market

requirements (including financial reporting timetables)

• Established a programme of meetings between the Chair and Non-Executive Directors (without Executive Directors

present)

Board activity during the year

Although the COVID-19 pandemic continued to influence the activity of the Board (and its Committees) during FY22, the impact was increasingly limited

to the practicality of virtual (rather than face-to-face meetings) as the day-to-day operations and performance of the business normalised. The main

focus for the Board for the first part of the year was around the equity placing and preparation for the Main Market move, with associated activity (NED

recruitment, Remuneration Policy etc.) impacting on the Committees and demanding additional time of the Non-Executive Directors.

Post Main Market admission, the focus has been on the next stage of the Company’s strategy and medium-term business planning, and consolidating

governance arrangements befitting our position as a FTSE 250 business.

Areas of key activity for the Board in the year are summarised in the table below:

Topic Board activity

Main Market

admission

• Discussed and agreed timing, including consideration of benefits for Shareholders and other stakeholders

• Reviewed and approved documentation associated with listing (prospectus, FPPP, revised Committee Terms of

Reference etc.)

• Recruited additional Non-Executive Directors

• Approved Board Diversity & Inclusion Policy

• Received briefing on Main Market regulatory obligations

Capital structure &

fundraising

• Considered and agreed rationale and quantum of equity placing in June 2021

• Agreed extension of offer to retail investors via a PrimaryBid offer

• Reviewed and approved documentation associated with the equity raise (including investor presentation)

Portfolio and

investments

• Received summary of detailed half-yearly portfolio reviews carried out by management

• Approved plc investments exceeding Investment Committee authority level

• Monitored management of publicly quoted stock held following IPO exits of portfolio entities (including

considering hedging activity)

• Received update on Fund of Funds programme and development

• Received presentation on Platform Team progress and development, with particular focus on improvements in

dealflow and execution

Brand and culture

• Received presentation on rebranding and brand strategy, and approved Company name change

• Approved adoption of new Company motto “Make More Possible”

• Received update on workforce engagement responses

ESG

• Agreed 12-month ESG roadmap

• Received regular updates on progress against key ESG KPIs

• Approved formalisation of ESG Committee (with Gervaise Slowey appointed as Chair and independent Board

representative)

Corporate

governance

• Reviewed and approved changes to matters reserved and Terms of Reference

• Reviewed annual compliance reports

• Approved appointment of Company Secretary

• Approved adoption of Board Diversity & Inclusion Policy

• Reviewed corporate policies and procedures (including MAR procedures and Share Dealing Code)

• Approved DNED appointment and programme of engagement

• Approved compliance policies and procedures updated in light of Brexit, and regulatory developments

88 89moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Board leadershipGovernance overview

The Board receives regular updates from the

Executive Directors on the implementation

of strategy, with particular focus on how the

business is performing against our strategic key

performance indicators.

The Board and culture

The Board recognises its responsibility to

demonstrate the Company’s culture and

values in the way that it operates, interacts

and engages with the Company’s employees

and other stakeholders. As such, our meetings

(Board and Committees) are conducted in an

open and inclusive manner, encouraging all

attendees to participate fully and to share their

views and experiences. Similarly, employees of

the business are given opportunities to interact

directly with plc Board Directors to support

open dialogue.

During the year ahead, the Board will be

engaging with the Company’s employees to

develop Corporate Purpose to articulate the

Company’s core reason for being and our

positive impact on the world.

During the year, the Board has monitored

workforce culture and behaviour in a number

of ways:

• Received feedback from employee

engagement surveys, which are conducted

at regular intervals during the year and

included specific questions relating to the

culture of the business;

• Regular updates (reviewed by the Audit,

Risk and Valuations Committee) on the

operation of the Group’s Whistleblowing

Policy and procedures, including reports

on any actions taken by management in

response to issues raised (see the Audit, Risk

and Valuations Committee Report on page

99 for more information);

• Received regular updates on progress

against our ESG roadmap, including the

development of a Group-wide Diversity

Equality, Inclusion and Equal Opportunities

Policy;

• Received detailed updates on the process

underlying the rebranding to Molten

Ventures, which included extensive work

on the articulation of the Group’s vision and

values;

• Received presentations from senior

members of the Investment Team (e.g. the

development and work of the Platform and

Fund of Funds teams), including a focus on

recruitment and development of individuals

within those teams;

• Engaged directly with members of the

workforce. Although the Board’s ability to

do so has been curtailed to some extent

during the year by office closures as a result

of the COVID-19 pandemic, Non-Executive

Directors have taken the opportunity where

possible to engage directly with team

members;

• Received presentations from the Group

General Counsel on the activities and

progress of the ESG Working Group,

including in respect of the development of

the Group’s Diversity & Inclusion Vision and

Mission Statements; and

• Appointment of Richard Pelly as the

DNED with responsibility for workforce

engagement, and receiving reports on his

activities in performing that role (see below

for more information).

Workforce engagement

Although the Company’s relatively small

employee base has meant that Directors are

able to engage directly with employees, the

Board agreed that following the move to the

Main Market it would be appropriate to adopt

a more formalised approach to workforce

engagement as envisaged under the Code. The

Board therefore approved the appointment of

Richard Pelly as our DNED with responsibility

for workforce engagement, and agreed an

initial plan for how his engagement activity

would be conducted and feedback provided

to the Board. Richard is an experienced NED

with a longstanding passion for employee

engagement and an excellent knowledge of

Molten having joined at the time of listing to AIM

in 2016. Richard has no current committee chair

responsibilities and indicated his willingness to

be appointed to this function.

As a general principal, and in line with our open

culture, all Directors are available to engage

directly with any employee on request. Richard’s

role as DNED has been communicated to

the business, and he has committed to make

himself available for individual meetings and to

use other informal channels for engagement

(including attendance at informal staff events)

and to regularly attend the Company’s offices.

In addition to his availability for individual

meetings, the Board has also agreed that

Richard will attend a minimum of two sessions

per year with the ESG Working Group (which

is constituted by a diverse cross-section of

the workforce at a variety of seniority levels),

in order to seek the views of the workforce

on the strategy and performance of the

business, Company culture, and the operations

of the Board (including Executive Director

remuneration - see page 104 for further details).

The first of those sessions was held in February

2022, and Richard provided feedback to the

Board at its meeting in March 2022, in which

there was a focus on culture at Molten Ventures,

work-life balance, Diversity & Inclusion within

the workplace and the Company’s zero-

tolerance approach to bullying and harassment.

Investment in the

workforce

The Company invests in its workforce in a

number of ways, including through training and

development, an external coaching programme,

and healthcare and wellbeing initiatives. More

information on those initiatives is provided in the

Sustainability Report on page 65.

Key to our business is the ability to recruit and

retain a high calibre of staff at all levels. As

such we offer a competitive package of salary

and benefits, which includes (depending on

eligibility) participation in bonus and long-term

incentive schemes. Workforce remuneration

is regularly reviewed by the Remuneration

Committee, and provides the context in which

decisions on Executive Director remuneration

are taken (see the Directors’ Remuneration

Report on page 104).

The Board’s primary role is to ensure the long-term success of the business

by agreeing the Group’s strategy and business model, and ensuring that

these align with the values and culture of the Group.

Engagement with

Shareholders

The Executive Directors are responsible for

managing day-to-day relationships with

other stakeholders, and lead the Company’s

engagement with its Shareholders (and potential

investors) through a calendar of investor relations

activities.

The Board monitors Shareholder views through

reports on investor and analyst communications

which are included in the papers for Board

meetings on a regular basis during the year

(typically following financial results presentation,

or other specific investor engagement activity

(e.g. linked to equity raising or other corporate

events)).

The typical programme of investor relations

activity involves the CEO and CFO meeting with

analysts, current Shareholders and potential

investors to present full and half-year results,

as well as their attendance at various investor

conferences during the year. In March, the

Company was able to hold its annual Investor

Day event in person following an entirely online

event in 2021 due to COVID-19. Attended by a

number of the Company’s largest Shareholders

as well as various analysts and service providers,

the event is an opportunity for the Company to

showcase a selection of portfolio companies

and engage in person with the Company’s

stakeholders.

Other members of the Board are available to

engage with Shareholders on request, and

Shareholders are encouraged to attend and

vote at the Company’s General Meetings

(although attendance has been limited

over recent years due to COVID-19 -related

pandemic restrictions). Shareholders were

given the opportunity to submit questions by

email ahead of the AGM. No questions were

submitted in 2021.

The Board has also engaged with Shareholders

during the year through the Remuneration

Committee’s consultation on changes to

the Directors’ Remuneration Policy prior to

admission to the Main Market in July 2021. We

were pleased that a number of Shareholders

took the opportunity to respond to our

engagement at the time, and the feedback we

received was generally supportive and in line

with the policy proposed.

Conflicts of interest

The Group requires that Directors complete

a “Director’s List” which sets out details of

situations where each Director’s interest may

conflict with those of the Company (situational

conflicts). Each Director has resubmitted

their list as at 31 March 2022 for the Board to

consider and authorise any new situational

conflicts identified in the resubmitted lists. At

the beginning of each Board meeting, the

Company Secretary reminds the Directors of

their duties under sections 175, 177 and 182 of

the Companies Act which relate to the disclosure

of any conflicts of interest prior to any matter that

may be discussed by the Board.

The Executive completed a conflict of interest

declaration during the period.

Director concerns

Directors have the right to raise concerns at

Board meetings, and can ask for those concerns

to be recorded in the Board minutes. The

Board has also established a procedure which

enables Directors, in relevant circumstances, to

obtain independent professional advice at the

Company’s expense.

OUR STRATEGY AND BUSINESS MODEL ARE SET OUT ON

PAGES 1419 AND ON PAGES 2627 OF THE STRATEGIC REPORT

90 91moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Board leadership continued

Governance framework

The structure of the Board and its Committees, including key responsibilities and reporting lines, is illustrated below:

Audit, Risk & Valuations Committee

• Oversees the Group’s financial reporting

• Monitors the integrity of internal financial

controls

• Reviews and confirms the independent

and proper valuation of underlying Group

investments

• Reviews and assesses risk management

systems

PLEASE SEE PAGES 99 TO 102 FOR AUDIT,

RISK & VALUATIONS COMMITTEE REPORT

ESG Committee (formed February 2022)

• Maintains and oversees the enaction of the

Group’s ESG Policy

• Reviews the effectiveness of ESG functions

across the Group

• Supervises and supports the activities of

the ESG Working Group

• Approves and monitors ESG-related KPIs

• The first meeting of the ESG Committee has

been planned for June 2022 and will report

its activities in the FY23 Annual Report.

PLEASE SEE PAGES 50 TO 51 OF THE

SUSTAINABILITY REPORT FOR

A SUMMARY OF THE GROUP’S

ESG ACTIVITIES DURING THE PERIOD.

Remuneration Committee

• Develops Remuneration Policy for

Executive Directors (subject to Shareholder

approval)

• Determines Executive Director

Remuneration

• Approves annual bonus and LTIP

performance measures

• Monitors pay and conditions across

the Group

PLEASE SEE PAGES 103 TO 121 FOR

DIRECTORS’ REMUNERATION REPORT

Nominations Committee

• Executive and Non-Executive Director

succession planning

• Identifies and nominates appointments to

the Board

• Reviews composition of Board and

Committees

• Monitors compliance with Board

Diversity Policy

PLEASE SEE PAGES 96 TO 98 FOR

NOMINATIONS COMMITTEE REPORT

Esprit Capital Partners

(ECP) Management Board

The ECP Management Board

is led by the CEO and is

responsible for managing

the day-to-day operational

investment activities of the

Group, and along with the

Investment Committee,

implementing the strategy

approved by the Board. It

monitors performance against

financial and operational KPIs

and manages risk.

Investment Committee

• Implements the Group’s investment policy

• Approves all investments

• Recommends investments with over £15.0 million

plc contribution to the Board for its approval

PLEASE SEE PAGES

14 TO 19 FOR OUR

INVESTMENT STRATEGY

PLEASE SEE PAGES 20

TO 21 FOR SUPPORTING

COMPANIES FOR

GROWTH

PLEASE SEE PAGE 17

FOR OUR INVESTMENT

CRITERIA

PLEASE SEE PAGES 31 TO

43 FOR OUR PORTFOLIO

Note there is a separate Joint Investment Committee for

investments that are EIS and VCT.

Board independence

The overall independence of the Board has been in line with the recommended criteria under

the relevant corporate governance code (QCA Code to July 2021, UK Corporate Governance

Code thereafter). The split of independent and non-independent Directors is summarised in the

table below:

Chair

(independent on appointment)

Independent

(Non-Executive Directors)

Non-Independent

(Executive Directors)

Karen Slatford Grahame Cook Martin Davis

Sarah Gentleman Stuart Chapman

Richard Pelly Ben Wilkinson

Gervaise Slowey

The Board, through the Nominations Committee, has assessed the independence of each of the

Non-Executive Directors by reference to the criteria set out in provision 10 of the Code, and the

Board remains satisfied that none of those criteria apply and that each Non-Executive Director is

independent in character and judgement.

Time commitment and overboarding

All Directors are required to pre-clear any proposed external appointments with the Board. In the

period since Main Market admission, the Board approved Gervaise Slowey’s appointment as a

Non-Executive Director of Dalata Hotel Group plc. In giving its approval, the Board considered a

breakdown of the time commitment required of Gervaise for each of her external appointments, and

was satisfied that these do not impact on her ability to devote sufficient time to discharge her role as

a Non-Executive Director of Molten Ventures.

The Non-Executive Directors’ letters of appointment set out the time commitment required,

which is a minimum of two days per month but anticipate that additional time may be required

(particularly where the Director has additional responsibilities, for example as Senior Independent

Director, Committee chair or DNED). This time commitment is reviewed annually by the Nominations

Committee to ensure that all Directors continue to be able to devote sufficient time and attention to

the Company’s business.

Company Secretary

The advice and services of the Company

Secretary (whose appointment and removal are

matters reserved for the Board) are also available

to the Directors. Prism Cosec Limited served as

Company Secretary from its admission to AIM in

2016 to 31 March 2022 whereupon the function

was transferred to Bernwood CoSec Limited. In

part in connection with the Main Market move,

but also in recognition of the growth of the

business and the need for internal governance

support for the Investment Committees and

developing corporate structure, the Board

agreed to commence the recruitment of

an in-house Company Secretary. The Board

approved the appointment of a new in-house

Company Secretary with a background of strong

experience in financial services businesses

whose appointment will take effect from 13

June 2022. The Company regularly receives

advice on UK corporate governance and legal

developments from its UK legal and corporate

governance advisers.

Board meetings

The Board met formally on six occasions during the year. Additional Board and Committee meetings were convened on an ad-hoc basis from time to

time in order to consider specific corporate activity (e.g. equity placing and Main Market admission). Individual Director attendance at scheduled Board

and Committee meetings (where they are a member and were eligible to attend) is set out in the table below:

Director

Board

(out of 6 meetings)

Audit, Risk and

Valuations Committee

(out of 6 meetings)

Remuneration

Committee

(out of 6 meetings) Nominations Committee

Karen Slatford

,

/ / / /

Martin Davis /

Stuart Chapman /

Ben Wilkinson /

Grahame Cook / / / /

Sarah Gentleman (appointed //) / / / /

Richard Pelly



/ / / /

Gervaise Slowey (appointed //) / / / /

The Remuneration Committee also had responsibility for Nominations Committee matters prior to Main Market admission. In addition to the six scheduled meetings listed

in the table above, the Remuneration Committee met on a further three occasions in the lead up to Main Market admission to discuss and approve Remuneration Policy

matters, and to consider Shareholder feedback on proposals.

Due to a health-related matter, Karen Slatford took a temporary reduction of duties from the beginning of 2022 and was therefore unable to attend two scheduled

meetings during the year. Karen remained in regular contact with the Board, and Grahame Cook (in his role as Senior Independent Director) chaired the Board meetings that

Karen was unable to attend.

Karen was a member of the Audit, Risk and Valuations Committee, and the Remuneration Committee, up to Main Market admission in July 2021. The table reflects her

attendance at meetings of those committees in that period.

Richard was unable to attend the Audit, Risk and Valuations Committee meeting convened (at short notice) to consider an initial draft of the half-year portfolio valuations

due to a prior commitment. The valuations were circulated prior to the meeting, and Richard was given the opportunity to discuss the draft directly with the CFO. A further

iteration was considered at a subsequent meeting of the Committee.

BOARD

Responsible for setting the

Group’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.

PLEASE SEE PAGE 15

FOR OUR STRATEGY

PLEASE SEE PAGES 7381

FOR PRINCIPAL RISKS

AND UNCERTAINTIES

PLEASE SEE PAGES 71 AND 89

FOR OUR ACTIVITY IN THE YEAR

PLEASE SEE PAGES 6771

FOR OUR S172 STATEMENT

92 93moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Division of responsibilities

Role of the Board

The Board is responsible to Shareholders for the

overall management and oversight of the Group

to ensure its long-term success. In particular,

the Board is responsible for approving the

Group’s strategy (and for ensuring that the

Group has the necessary people, resources and

infrastructure to deliver the strategy), setting the

Group’s risk appetite, monitoring performance,

and maintaining an effective system of risk

management and internal controls. During the

period between April to February, the Board

was also responsible for the Group’s approach

to environmental and social governance, which

is now the responsibility of the ESG Committee

of the Board formed in February 2022.

The operation of the Board is documented

in a formal schedule of matters reserved for

its approval, which is reviewed annually. The

matters reserved to the Board include:

• Group investment and business strategy

• Material changes to the Group’s investment

policy (subject to Shareholder approval)

• Approval of individual investments in excess

of £15.0 million to be made on behalf of

Molten Ventures (increased during the

period from £10.0 million to reflect a more

appropriate materiality threshold)

• Approval of specific risk management

policies (including insurance, hedging,

borrowing limits and corporate security)

• The management/launch of new third

party funds

• New substantial commitments and contracts

not in the ordinary course of business

• Financial reporting

• Approval of annual business plans and

budgets

• Assessing significant risks and effectiveness

of controls.

Responsibility for the day-to-day management

of the Group is delegated to the Executive

Directors, and other responsibilities are

delegated to the Board’s Committees in line

with established governance practice. In order

to ensure a clear division of responsibilities

between the Board, its Committees, and the

Executive Directors, there is an established

framework documenting the responsibilities

of each entity or individual. This includes the

schedule of matters reserved, and the formal

Terms of Reference of each of the Board

Committees, all of which were reviewed

during the year in the lead up to admission to

the Main Market, and will be reviewed at least

annually on an ongoing basis. The Schedule of

Matters reserved to the Board, and the Terms of

Reference of each Committee, are available on

the Company’s website.

Board induction

Our Non-Executive Directors receive a

comprehensive and tailored induction to the

business. Induction programmes are structured

around one-to-one briefings with the Executive

Directors, members of senior management,

other Board Directors, the Company Secretary,

and internal and external legal counsel, along

with the provision of relevant briefing materials

and other documentation.

During the period, the Board was bolstered

by the addition of Gervaise Slowey and Sarah

Gentleman, both of whom undertook a formal

induction process led by the Chair of the Board

involving a programme of one-to-one meetings

with every other member of the Board as well as

various key personnel including the Company

Secretary, General Counsel, a number of senior

investors from the Partnership Group and

external legal counsel from Gowling WLG.

A suite of Company materials, including the

supporting information prepared during the

course of the Company’s move to the Main

Market in July 2021 was provided to each of

the new Non-Executive Directors inclusive of all

of the Company’s current policies, procedures

and structure charts. An open invitation was

extended to both to raise questions, request

meetings with additional personnel and request

copies of Company materials. Both of the Non-

Executive Directors were invited to attend the

Company’s in-person annual Investor Day event

to help familiarise with the Company’s portfolio

companies and wider stakeholders.

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,

external auditor and remuneration

consultants

• governance, legal and compliance updated

and advice from internal and external

counsel

Key training topics during the year were:

• regulatory obligations of a Main Market

listed business

• ESG matters, including climate-related

financial disclosures

• BEIS consultation on audit and governance

reform.

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 evaluation

The Board is conscious that as a constituent of the FTSE 250, the Code recommends that its

performance evaluation process should be externally facilitated at least every three years. Given

that the composition of the Board and Committees changed significantly during the year, it was

agreed that the evaluation process should be conducted internally this year, allowing a period of

time over which new Board relationships could develop before an externally facilitated evaluation is

conducted.

The internal evaluation process was conducted by way of detailed questionnaires. The responses

were collated by the Company Secretary and discussed by the Board following the year-end. Each

Committee also evaluated its own performance following a similar process.

Progress against some of the key findings from the evaluation conducted in FY21 (and reported on

in our FY21 Annual Report) is summarised below:

Action Progress

Recruit additional independent

Non-Executive Directors. Key

attributes to include experience

on Main Market listed boards and

remuneration committees.

• Successful search process conducted

• Gervaise Slowey and Sarah Gentleman appointed (see

Nominations Committee Report for more details)

Introduce a Board diversity policy,

and a plan to improve Board

diversity (through NED recruitment

and succession planning).

• Board Diversity Policy with diversity-related Board targets

approved by the Board (see Nominations Committee

Report for more details)

• NED recruitment has improved Board gender diversity

• More work on succession planning required in FY23

Continue to improve quality and

timeliness of materials circulated to

the Board to support constructive

debate and challenge, and

effective decision making.

• Continued improvements made in content and structure

of Board papers

• Standard format adopted for specific approval requests

The results of the FY22 Board evaluation process were generally positive. Development areas and

agreed actions included the following:

Key finding Actions agreed

Continue to enhance the Board’s focus

on strategic matters

• Incorporate deep-dives into strategic topics into the

Board’s annual activity schedule

• Increase length of Board meetings to support wider

strategic debate

Incorporate Board skills matrix into

succession planning discussions for

future Board appointments

• Carry out a detailed Board skills analysis

• Identify future Board skills requirements

• Consider output as part of wider discussion on

Board succession planning

Enhance focus on downside risk

planning

• Incorporate downside risk analysis into regular Board

reporting

Committee evaluations indicated that they each continue to operate effectively, and have benefitted

from the additional experience and fresh perspective brought by the appointment of Gervaise

Slowey and Sarah Gentleman.

Roles and responsibilities

There is a clear division of Executive and Non-Executive responsibilities, and the roles of the Chair

and CEO are separately held; the separation of their duties has been documented and approved by

the Board. Key roles of individual Board members are summarised in the table below:

Chair

Karen Slatford

The Chair’s primary role is to lead the Board and ensure its effective

operation, promoting an open forum for debate between Executive and

Non-Executive Directors. The Chair also has a key role in ensuring effective

engagement with Shareholders and other stakeholders, and setting the

Board’s agenda.

CEO

Martin Davis

The CEO is responsible for developing the Group’s strategy for approval by

the Board, for leading the execution of the Group’s strategy and investment

policy, and for implementing the decisions of the Board and its Committees.

The CEO is responsible for the day-to-day operations of the business, and

ensuring that the culture promoted by the Board is operated throughout

the Group.

CPO

Stuart Chapman

The CPO has primary responsibility for the investment portfolio of the

Group, and is involved in setting the strategy focus for the Company and its

portfolio.

CFO

Ben Wilkinson

The CFO provides financial leadership to the Group, and aligns the Group’s

business and financial strategy (including managing the capital structure

of the Group). The CFO is responsible for financial planning and analysis,

portfolio valuations, presenting and reporting accurate and timely historic

financial information, and is the Executive sponsor for the Group’s ESG

activity.

Senior

Independent

Director

Grahame Cook

The Senior Independent Director (SID) provides advice and additional

support and experience to the Chair, and where necessary performs an

intermediary role for other Directors. The SID leads the annual appraisal

and review of the Chair’s performance, and is available to respond to

Shareholder concerns when contact through the normal channels may be

inappropriate.

Non-Executive

Directors

Grahame Cook

Sarah Gentleman

Richard Pelly

Gervaise Slowey

The Non-Executive Directors provide constructive challenge to the

Executives and help with the development of proposals on strategy and

in monitoring performance against KPIs. They promote high standards of

integrity and corporate governance, and, through their roles as Chairs and

members of Board Committees, provide independent oversight.

As noted on page 87, Richard Pelly is the DNED with responsibility for workforce engagement.

94 95moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Composition, succession and evaluationDivision of responsibilities continued

On behalf of the Board, I am pleased to present the

report of the Nominations Committee (the “Committee”)

for the year ended 31March 2022.

The Committee was constituted on the Company’s move to the London Stock Exchange’s

Main Market in July 2021, its responsibilities having previously been covered by the combined

Remuneration and Nominations Committee as permitted under the Quoted Company Alliance

(QCA) Code for small and medium-sized companies to which the Company was a member during its

tenure on the AIM market of the London Stock Exchange.

The key responsibilities of the Committee are:

• Monitoring the structure, size and composition of the Board and its Committees

• Developing and overseeing succession plans for Executive and Non-Executive Directors

• Monitoring succession planning for senior management

• Leading the process to identify and nominate candidates to fill Board vacancies, including

identifying the skills and experience required, and having regard to the Board’s Diversity Policy

• Reviewing the time commitment required from Non-Executive Directors

• Reviewing the results of the annual Board, and the Committee’s own, performance

evaluation review

Full Terms of Reference of the Committee can be found on the Company’s website:

https://investors.moltenventures.com/investor-relations/plc/documents

Board and Committee composition

The Committee keeps under review the composition of the Board and its Committees, with particular

focus on ensuring appropriate levels of independence, and that an appropriate balance of skills,

experience and diversity of thought and character are represented across the various bodies.

Prior to the Company’s admission to the Main Market in July 2021, the independence of the Board

was in line with recommendations of the QCA Corporate Governance Code (which the Company

applied whilst listed on AIM). With the appointment of Gervaise Slowey, the Board (excluding the

Chair) comprised 50% independent Non-Executive Directors from Main Market admission (in line

with provision 11 of the UK Corporate Governance Code (the “Code”) and has comprised a majority

of Independent Non-Executive Directors since Sarah Gentleman’s appointment in September 2021.

The appointment process for Non-Executive Directors is summarised below, and includes an

assessment of desired skills, experience, and characteristics prior to identifying potential candidates

for the roles ultimately filled by Gervaise Slowey and Sarah Gentleman.

The independence, tenure, and gender diversity of the current Board is summarised in the charts.

Analysis of the skills and experience of individual Directors is set out alongside their biographies on

page 84-85.

Gender Diversity Independence (Excl Chair) Tenure

62.5%

(5)

37.5%

(3)

Male

Female

Non-Independent

Independent

0-3 years

3-6 years

6-9 years

The gender balance of the Board, senior management team and their direct reports is set out on

page 64.

Karen Slatford

Chair of the Nominations Committee

Other members

• Grahame Cook

• Sarah Gentleman

• Richard Pelly

• Gervaise Slowey

Meetings held in the year:

FY22 Key activities

• Appointment and induction of two

new Non-Executive Directors

• Executive Director succession planning

• Reviewed Board Diversity Policy

FY23 Key priorities

• Continue to develop Executive

Director and senior management

succession planning process

• Monitor progress against

recommendations from the FY22 Board

and Committee evaluation process.

Director appointment process

The Committee, and the Board, are committed to the principles of equality of opportunity and diversity when making new appointments to the Board,

focussing on identifying the strongest candidates for the role, whilst ensuring that all appointments are based on merit.

The Committee identified the need to recruit additional Non-Executive Directors in anticipation of the move to the Main Market, and considered the

specific skills and experience required by the Board when developing role and candidate profiles prior to commencing the search process. Specific

criteria identified included experience as a member or chair of a Main Market remuneration committee, a background in the finance/investment sector,

and specific expertise around sustainability considerations. The Committee also recognised the importance of strengthening the gender diversity at

Board level through this process.

The search and appointment process for both Gervaise Slowey and Sarah Gentleman is summarised in the chart below:

Stage 1 – Identifying role and candidate profiles

The Committee developed and agreed role and candidate profiles, including key skills,

experience, and candidate characteristics.

Stage 2 - Identifying and instructing an executive search agency

Following meetings with a number of executive search agencies, Russell Reynolds Associates

was engaged to assist with the process. Russell Reynolds has no other connection with the

Company or individual Directors.

Stage 3 - Review shortlist and arrange first round interviews

Russell Reynolds produced a shortlist of potential candidates. First round interviews (7

candidates) were conducted by Karen Slatford and Martin Davis.

Stage 4 - Second round interviews

5 preferred candidates were interviewed by Stuart Chapman, Grahame Cook, Richard Pelly and

Ben Wilkinson.

Stage 5 - Nominations Committee interviews

Gervaise Slowey and Sarah Gentleman were identified as the preferred candidates and met

separately with the other members of the Nominations Committee and the Board.

Recommendation

The Nominations Committee unanimously agreed to recommend to the Board that Gervaise

Slowey and Sarah Gentleman be appointed.

96 97moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Nominations committee report

Board Diversity & Inclusion Policy

The development of a Board Diversity & Inclusion Policy was identified as a priority through our

Board performance evaluation process conducted in FY21. A formal policy was developed by the

Committee and Board during the year, and was approved by the Board prior to the Company’s

admission to the Main Market in July 2021.

The Board Diversity & Inclusion Policy confirms the Company (and Board’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 FY22

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.

Appointments of both Gervaise Slowey and

Sarah Gentleman were made in accordance

with these principles.

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 November 2021, with no

changes recommended given recent Board

appointments.

Internal board performance evaluation

described in more detail on page 95.

Work with external search firms to develop a

diverse internal talent pipeline, including an

inclusive senior management team.

A DEI Recruitment Policy was developed

during the year and provided to external

recruiters used by the Company from August

2021 onwards to promote the increase of

a diverse base of talent within the Group.

More details about this Policy and the work

undertaken around our D&I Vision and Mission

Statements are set out on page 64. The work

to diversity senior management is ongoing.

When identifying and engaging executive

search firms to identify candidates for

appointment to the Board, ensuring that they

agree to comply with the Board Diversity

Policy at all times.

Any search firms engaged in the future will

be asked to agree to comply with the Board

Diversity Policy and Company DEI Recruitment

Policy.

Achieve female representation on the Board

of not less than 25% by 2022, and not less than

40% by 2025.

With the appointments of Gervaise Slowey

and Sarah Gentleman during the year, female

representation on the Board currently stands

at 37.5%

At least one Director from a black, Asian, or

other minority ethnic background by 2023.

Not progressed during FY22. To be considered

as part of Board succession planning

during FY23.

Succession planning

Given the appointment of two additional

Non-Executive Directors during the year,

the Committee’s succession planning

discussions during the year have focused on

the development of succession plans for the

Executive Directors. However, the Committee

has recognised the potential disruption of the

terms of office of Karen Slatford, Grahame Cook

and Richard Pelly expiring at the same time (all

having been appointed on the Company’s IPO

on AIM in 2016) and intends to develop plans

to ensure a phased approach to their retirement

prior to reaching a tenure of nine years.

Executive succession planning discussions

have continued during the year, with particular

consideration around the pipeline of potential

internal successors to key Executive and senior

management roles and identifying areas

where additional training or mentoring may

be required to support the development of

successors, and where external recruitment may

be required to fulfil succession requirements.

A programme of senior management

presentations to the Board has been established

to ensure potential successors have appropriate

exposure to, and engagement with, the plc

directors.

The Committee intends to continue to develop

and formalise its approach to Executive and

Non-Executive succession planning (including

building in considerations around developing

a diverse and inclusive pipeline for senior

management positions) during FY23.

Board effectiveness

For details of the Board evaluation, see page 95.

Karen Slatford

Chair of the Nominations Committee

12 June 2022

On behalf of the Board, I am pleased to present the

report of the Audit, Risk and Valuations Committee

(the“Committee”) for the year ended 31 March 2022.

The Committee’s activity in the year has been

focused on its key responsibilities including

ensuring the accuracy and integrity of the

Company’s financial reporting, monitoring the

effectiveness of risk management and internal

control systems, reviewing and providing

constructive challenge to the detailed

investment valuation process, and overseeing

the relationship with the external auditor.

The year has also been punctuated by the

Company’s move from AIM to the Main Market.

Since that move we have monitored progress

against actions identified in the Financial

Position, Procedures and Prospects (FPPP)

memorandum prepared in preparation for our

listing. We were pleased to note that the FPPP

did not identify any significant areas of concern

or controls weaknesses, with most of the actions

aimed at incremental improvements (mainly in IT

systems and processes).

Our annual review of the effectiveness of the

external audit process is described in more

detail on page 101. We have reviewed our

external auditor PwC’s independence, and the

Committee is satisfied that PwC continues to be

independent and provides an effective audit

service. We are pleased to recommend that

PwC be reappointed as the Company’s auditors

at the AGM in 2022.

The Committee has evaluated its own

performance during the year by way of

questionnaires completed by each member

of the Committee and regular attendees. The

outcome of the evaluation is summarised in

more detail on page 95.

The composition of the Committee changed

during the year, linked to our move to the Main

Market and ensuring that we comply with best

practice governance standards. Karen Slatford

stepped down as a member of the Committee,

ensuring our compliance with provision 24 of

the UK Corporate Governance Code. I would

like to thank Karen for her contributions to

the Committee’s work. We were delighted

to welcome both Gervaise Slowey and Sarah

Gentleman as Committee members on their

appointment as Non-Executive Directors.

In accordance with provision 24 of the Code,

the Board has confirmed that it is satisfied that

I have recent and relevant financial experience

by virtue of my qualification as a chartered

accountant, my executive career in investment

banking and finance roles, and my experience

as a member and chair of audit committees

in other non-executive positions. All other

members of the Committee have experience as

directors in the investment and finance sectors,

and the Board is therefore also satisfied that the

Audit, Risk and Valuations Committee as a whole

has competence relevant to the sector in which

we operate.

Grahame Cook

Chair of the Audit, Risk and Valuations

Committee

12 June 2022

Grahame Cook

Chair of the Audit, Risk and

Valuations Committee

Other members

• Sarah Gentleman

• Richard Pelly

• Gervaise Slowey

Meetings held in the year:

FY22 Key activities

• Review and approval of interim and

year-end financial statements

• Detailed review of investment

valuations

• Monitoring risk register and risk

management systems

• External audit effectiveness review

FY23 Key priorities

• Monitor government response to

BEIS audit and corporate governance

reform recommendations

• Review internal control framework

• Monitor progress on FPPP actions

identified in the Main Market move

process

98 99moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Audit, risk and valuations committee reportNominations committee report continued

Duties, meetings and

attendance

The duties of the Audit, Risk and Valuations

Committee are set out in its Terms of Reference,

which are available on the Company’s website:

https://investors.moltenventures.com/

investor-relations/plc

The main items of business considered by the

Committee during the year included:

• review of the risk management and internal

control systems

• review and approval of the interim financial

statements and the external auditors’ report

thereon

• detailed review and challenge of investment

valuations and supporting information

• review of the year-end audit plan, and

consideration of the scope of the audit and

the external auditors’ fees

• review of the Annual Report and financial

statements, including consideration of

the significant accounting issues relating

to the financial statements and the going

concern review

• consideration of the external audit report

and management representation letter

• meeting with the external auditor without

management present

• monitoring progress against FPPP actions

(following Main Market admission)

• assessment of the need for an internal audit

function

• review of whistleblowing arrangements

• review of Committee Terms of Reference

The Committee met formally six times during

the year (and on two occasions since the year-

end) and going forward will continue to meet

at least three times per year at appropriate

times in the reporting, valuations and audit

cycle and otherwise as required. In addition to

the Committee members, the Chief Financial

Officer attends all meetings of the Committee,

and other Executives (including the Chief

Executive Officer, Chief Portfolio Officer and

General Counsel & Group Compliance Officer)

are invited to attend where appropriate.

Representatives of the external auditor are also

invited to attend meetings on a regular basis,

and the Committee meets with the external

auditor without management present at least

once per year. Committee members’ attendance

at meetings during the year is set out in the table

on page 92.

Significant issues considered in relation to the

financial statements

Significant issues and accounting judgements are identified by the Finance Team and the external

audit process and then reviewed by the Audit, Risk and Valuations Committee. The significant issues

considered by the Audit, Risk and Valuations Committee in respect of the year ended 31 March 2022

are set out below:

Significant issue/ accounting

judgement identified How it was addressed

Fair value of investments in unlisted

securities

The Audit, Risk & Valuations Committee reviewed the fair

value of unlisted securities established with reference

to the IPEV Guidelines by management. Management’s

methodologies and assumptions were reviewed and

challenged over a number of meetings. The Committee

agreed that management’s approach was appropriate

and was satisfied with the fair value recognised as at 31

March 2022 in respect of these unlisted securities.

Going concern The Committee has reviewed the Annual Report and

financial statements and, following challenge and review,

it has been deemed appropriate to prepare the financial

statements on a going concern basis taking into account

the principal risks set out on pages 73 to 81.

Risk management and internal controls

The Group has an established system of risk

management and internal controls, and while

the Board has overall responsibility for setting

the Group’s risk appetite and ensuring that there

is an effective risk management framework,

responsibility for review of that framework

and the effectiveness of the controls has been

delegated to the Committee.

At a high level, the system of internal controls

comprises the formally documented delegation

of authority (including in the Terms of Reference

of the Board’s Committees and investment

committees, and a delegated authority matrix

covering specific financial and operational

approvals), and investment, legal and

compliance, financial and operational controls

which are supported by detailed policies

and procedures communicated across the

Group. A consolidated corporate risk register

is also maintained on an ongoing basis, and is

regularly updated by management to score

risks based on likelihood and impact and to

assess the effectiveness of controls in place to

mitigate risks.

The Committee’s review of the risk register

includes specific focus on the principal risks and

uncertainties (including emerging risks) facing

the Company. The Committee is satisfied that

these risks are appropriately identified, and

that the approach to addressing and mitigating

those risks is within the defined risk appetite

levels agreed by the Board.

Controls over the financial reporting process

include clear delegated authorities (and

appropriate time allocated for review of financial

reporting by the Committee and the Board

prior to publication), a detailed budgeting

process and clear accounting policies and

procedures. The Committee has received

additional assurance over the effectiveness

of financial controls during the year through

the process supporting the move to the Main

Market (including the FPPP memorandum) and

is satisfied that appropriate financial reporting

controls are in place.

The Committee’s process in monitoring and

reviewing the effectiveness of the system

of internal controls and risk management is

supported by its annual activity schedule which

ensures that appropriate time is allocated during

the year to focus on these matters. A detailed

document setting out the internal governance

and control systems is maintained by the Group

Compliance Officer and is reviewed by the

Committee on a regular basis, with any changes

to structures, controls or risk ratings clearly

highlighted.

During the year, the Committee has also

monitored progress against actions identified

in the FPPP memorandum. We were pleased to

note that no material controls weaknesses were

identified in the FPPP process, and are satisfied

that management has taken appropriate steps

to address the actions identified (which were

mainly focused on IT processes, and developing

internal resourcing in line with the additional

requirements facing a FTSE 250 company).

The Group’s internal control systems have been

in place for the year under review and up to the

date of approval of this Annual Report.

Internal audit

The Committee has regularly discussed the

requirement for an internal audit function, and

whether such a function would be appropriate

to provide additional assurance over the efficacy

of internal controls and risk management

procedures. In particular, the Committee has

considered whether the move to the Main

Market, and the possibility of a strengthened

internal controls regime as a result of the BEIS

consultation on audit and corporate governance

reform, increases the need for an internal audit

function within the business.

Given the relatively small operational resource

in the business, and the assurance already

provided through external compliance

consultants, the Group Compliance Officer and

the Committee’s own activity, the Committee

is satisfied that there is no present need for an

internal audit function. However the position

will be kept under review on an ongoing basis,

and the Committee has asked management

to consider options for internal audit resource

which could be implemented as and when

required.

External auditors

The Committee is responsible for monitoring the

relationship with the external auditor, PwC, in

order to ensure that the auditor’s independence

and objectivity are maintained. During the

year, the Committee has discharged this

responsibility by:

• agreeing the scope of the external audit

and the fees payable to the external auditor

• receiving regular reports from the external

auditor, including with regard to audit

strategy and year-end audits

• regularly meeting the external auditor

without management present

• assessing the external auditors’

independence, including with reference to

the level and extent of non-audit services

provided by the external auditor

• evaluating the effectiveness of the external

audit process.

Tenure

PwC was first appointed as the Group’s external

auditor in 2018 following a formal tender

process, with Richard McGuire as lead audit

partner from appointment. In line with PwC’s

policy on lead partner rotation, it is anticipated

that Richard McGuire will rotate off the Group’s

audit after the audit of the year ending 31

March 2023.

The Committee is satisfied with the scope of the

external auditors’ work, the effectiveness of the

external audit process (see below) and that PwC

continues to be independent and objective. The

Committee is therefore pleased to recommend

that PwC be re-appointed as the Group’s

auditors at the 2022 AGM.

The external audit contract will be put out

to tender at least every ten years, and the

Committee therefore considers that it would be

appropriate to conduct an external audit tender

by no later than FY29.

The Company is in compliance with the

requirements of the Statutory Audit Services

for Large Companies Market Investigation

(Mandatory Use of Competitive Tender

Processes and Audit Committee Responsibilities)

Order 2014 and the Corporate Governance

Code. There are no contractual obligations

that restrict the Committee’s choice of external

auditor.

Effectiveness

The Committee reviewed the effectiveness

of the FY21 external audit process during the

year. A report was prepared by management

summarising its view of PwC’s effectiveness

based on interactions during the audit, and

based on responses to an effectiveness

evaluation questionnaire completed by all

members of the Finance Team involved in

the audit. The questionnaire covered eight

thematic headings, including audit team

structure and leadership, sources of assurance,

robust challenge and professional scepticism,

technical excellence, and efficiency and project

management.

The report was reviewed by the Committee,

and members of the Committee involved in the

audit expressed their views on the effectiveness

of the process.

Overall, feedback on the audit was positive

and it was agreed that PwC had demonstrated

robust challenge and professional scepticism

and technical expertise around technical

accounting matters and the presentation of

disclosures.

Non-audit fees

The Committee is satisfied that the Company

was compliant during the year with both the

UK Corporate Governance Code and the FRC’s

Ethical and Auditing Standards in respect of

the scope and maximum permitted level of

fees incurred for non-audit services provided

by PwC.

The Committee has established a policy for

engaging the external auditor to provide non-

audit services, with any such services requiring

approval by the Committee.

When reviewing requests for non-audit services

the Audit Committee willassess:

• whether the provision of such services

impairs the auditor’s independence or

objectivity and any safeguards in place to

eliminate or reduce such threats

• the nature of the non-audit services

• whether the skills and experience make the

auditor the most suitable supplier of the

non-audit service

• the fee to be incurred for non-audit

services, both for individual non-audit

services and in aggregate, relative to the

Group audit fee, and

• the criteria which govern the compensation

of the individuals performing the audit.

The external auditor may not be engaged

to provide non-audit services which are not

permitted in accordance with legislative and

regulatory requirements.

During the year ended 31 March 2022, PwC

was engaged to provide permitted non-audit

services acting as reporting accountant as part of

our Main Market move for a fee of £0.3 million.

Further amounts relating to the interim review

and Client Assets Sourcebook (CASS) assurance

work are disclosed in Note 10 to the financial

statements on page 150. Given the natural

overlap between this work and the financial

audit of the Group’s results and, in respect of the

reporting accountant work, PwC’s track record

for performing this work for other listed clients,

the Committee applied the criteria above and

judged PwC the most effective party to perform

this work.

100 101moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Audit, risk and valuations committee report continued

Fair, balanced and

understandable review

At the request of the Board, the Committee has

considered whether, in its opinion, the FY22

Annual Report and Financial Statements are fair,

balanced and understandable and whether

they provide the information necessary for

Shareholders to assess the Company’s position

and performance, business model and strategy.

Full drafts of the report were provided to the

Committee in sufficient time to allow feedback

to be provided and incorporated, and in

forming its opinion the Committee considered

the following:

Fair

• Does the report present the full story of

performance in the year, and has any

information been omitted which should be

included?

• Is the narrative reporting in the Strategic

Report consistent with the financial

performance of the business and associated

reporting?

• Does the financial reporting reflect the key

messages set out in the narrative sections?

Balance

• Is the messaging and emphasis consistent

across narrative and financial reporting?

• Are statutory measures given due

prominence in line with any Alternative

Performance Measures disclosed?

• Are key judgements and significant issues

consistent across the Strategic Report, Audit,

Risk and Valuations Committee Report and

the financial statements?

• Do the significant issues identified align with

the audit risks identified by PwC?

Understandable

• Is the layout and flow of the full report

logical and understandable?

• Do the key messages have appropriate

prominence throughout the report?

• Does the report include appropriate and

effective linkages and cross references?

Following its review, the Committee was

unanimous in its opinion that it was appropriate

to recommend to the Board that the FY22

Annual Report and Financial Statements are fair,

balanced, and understandable.

Whistleblowing

The Group has adopted procedures by which

employees may, in confidence, raise concerns

relating to possible improprieties in matters of

financial reporting, financial control or any other

matter. The Whistleblowing Policy applies to

all employees of the Group, who are required

to confirm that they have read the policy and

are aware of how the procedure operates as

part of the Group’s ongoing internal training

programme.

The Committee and the Board receive regular

updates with respect to the whistleblowing

procedures during the year, including

through the review of the high-level

document summarising internal controls. The

Whistleblowing Policy was updated during

the year to implement smoother disclosure

mechanisms, ensure suitable controls for internal

reporting, and to expressly set out a method for

anonymous reporting.

Grahame Cook

Chair of the Audit, Risk and Valuations

Committee

12 June 2022

Annual Statement by the Remuneration

Committee Chair

Dear shareholders,

On behalf of the Remuneration Committee, I am

pleased to present the Directors’ Remuneration

Report for the year ended 31 March 2022.

As the Company is now a constituent of

the premium segment of the London Stock

Exchange’s Main Market, this report has

been prepared in accordance with The

Large and Medium-sized Companies and

Groups (Accounts and Reports) (Amendment)

Regulations 2013, the Companies (Directors’

Remuneration Policy and Directors’

Remuneration Report) Regulations 2019, the FCA

Listing Rules and the UK Corporate Governance

Code. The report is split (as required) into

three parts:

• this annual statement prepared in my

capacity as Chair of the Remuneration

Committee;

• the Directors’ Remuneration Policy which

is to be put to a binding shareholder vote

at the AGM on 3 August 2022 and is then

intended to apply for three years from the

date of approval; and

• the annual report on remuneration which

sets out payments made to the Directors

and details the link between Company

performance and remuneration for FY22.

The annual report on remuneration is

subject to an advisory shareholder vote at

the 2022 AGM.

Committee Composition and Chair

The Committee previously operated as a joint

Remuneration & Nominations Committee, with

its responsibilities being split on the Company’s

admission to the Main Market when a standalone

Nominations Committee and Remuneration

Committee were constituted. Up to the date

of Main Market admission, the combined

Remuneration & Nominations Committee

was chaired by Karen Slatford. In line with UK

Corporate Governance Code requirements,

Karen stepped down as Chair and member

of the Remuneration Committee on the Main

Market move, and for the period from then until

my appointment as chair of the Committee in

September 2021, the Committee was chaired by

Non-Executive Director Richard Pelly (albeit no

formal meetings were held during that period).

Directors’ Remuneration Policy

Prior to the Company’s move to the Main

Market, the Committee reviewed and

considered changes to the Executive Directors’

Remuneration Policy to ensure it continues to

be appropriate to attract, motivate and retain

high calibre executives while also meeting

investor expectations and best practice

standards for Main Market listed companies.

This also included a move away from making

carried interest available to Executive Directors

and a corresponding increase in salary and

variable pay (effective from 1 April 2021) to

bring executives in line with equivalent FTSE

250 comparators. As a result, the base salaries

for the year were set to £483k for the CEO,

£332k for the Chief Portfolio Officer and £325k

for the CFO. The maximum annual bonus

opportunity was 200% of salary with any bonus

above 100% deferred for 2 years. The maximum

LTI award was set at 250% of salary for each

of the Executive Directors, with any awards

above 200% of salary only being made for

exceptional performance. The LTI award has a

3+2 structure with a 2-year holding period. The

pension opportunity of 15% of base salary for

all Executive Directors is aligned to the other

employees. Changes to Executive Directors’

salaries effective from 1 April 2022 are described

under the “Major Decisions on Directors’

remuneration for FY23” heading below.

As part of the review process, we engaged

extensively with Shareholders in order to seek

and consider their views on the proposed

policy. We were very pleased that Shareholders

who engaged with the Company were

supportive of the proposed changes.

The Committee is not proposing any changes to

the Remuneration Policy which has applied since

admission to the Main Market in July 2021, and

which is set out in detail on pages 105 to 121 of

this report.

Under the Remuneration Policy, Executive

Directors will continue to be rewarded through

a combination of fixed and variable pay. Fixed

pay will comprise: (a) basic salary; (b) benefits;

and (c) pension. Variable pay will comprise (i) an

annual bonus (including a deferral element); and

(ii) the long-term incentive program (LTIP). 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; 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 whilst 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 ESG and responsible

investment.

Consistent with this remuneration strategy,

remuneration will be set at a level that is

considered by the Remuneration Committee

to be appropriate for the size and nature of the

business. Performance-related pay will be based

on stretching targets and will form an important

Sarah Gentleman

Remuneration Committee Chair

Other members

• Grahame Cook

• Gervaise Slowey

• Richard Pelly

Meetings held in the year:

FY22 Key activities

• Sarah Gentleman succeeded Karen

Slatford as Chair of the Committee

• Ensured Executive remuneration is

aligned to the Company’s long-term

strategy

• Oversaw the implementation of the

new remuneration policy following

the admission to the Main Market

FY23 Key priorities

• Ensure pay is aligned with company

performance, enabling Molten

Ventures to attract and retain the key

talent it requires to deliver on its goals

• Engage with the broader workforce

on remuneration matters via the

DNED for employee engagement

• Monitor the implementation of the

remuneration policy and ensure it is

aligned with Corporate Governance

developments

102 103moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Directors’ remuneration reportAudit, risk and valuations committee report continued

part of the overall remuneration package. There

will be an appropriate balance between short

and longer-term performance targets linked to

delivery of the Group’s business plan.

Business performance and

remuneration outcomes

Despite a challenging external environment as

a result of the continuing COVID-19 pandemic

and, more recently, the events in Ukraine, FY22

was an incredibly strong year for the Company

in terms of performance against our financial

and strategic goals. We achieved NAV growth

of 39%, realised £126.3 million through exits, and

invested £311.2 million into new and existing

portfolio companies.

Good progress has also been made in

developing our focus on ESG factors, and

meeting the goals we have set ourselves in our

ESG roadmap (see FY21 ESG KPIs).

As a result of this exceptional performance,

the targets for the Executive Directors’ FY22

bonus have been met in full and maximum

payments have been agreed in line with the

Remuneration Policy. As you will note below,

bonus amounts above 100% of salary will be

deferred into shares (again, in accordance with

the Remuneration Policy).

FY22 Bonus outturn

Based on the performance scorecard, which

includes four different performance categories,

the FY22 Bonus entitlement became payable

in full reflecting the outstanding performance

delivered by the Company during the

financial year. The Remuneration Committee

considered the Company’s performance and

the Executive Directors’ leadership during what

was a very challenging year and determined

that the outcome was warranted. In reaching

this decision, the Committee considered both

the formulaic outcome for each measure

as well as a more holistic assessment of

performance including overall Company and

ESG performance to ensure that the vesting

outcomes are consistent with stakeholder

experience.

Bonus amounts above 100% of salary were

deferred in Company shares for a period of 2

years in line with the Remuneration Policy.

Discretion

During the year, the Committee did not exercise

any discretion to determine any remuneration

outcomes for the Executive Directors.

Major decisions on Directors’

remuneration for FY23

A significant number of employees received

one-off pay adjustments during the year

following an organisation wide pay review to

ensure our pay enables Molten Ventures to

attract and retain the highest calibre of talent.

These employees have received no further pay

increase for the FY23 financial year. All other

employees received a pay increase of 3.0%

of base salary with effect from 1 April 2022, as

well as a one-off payment of £2,000 (which

will be trued up to ensure a £2,000 net of tax

payment for employees on salaries below

£100,000) in recognition of the exceptional

market developments including the cost of

living increase.

Having taken into account the context described

above, the Committee approved salary

increases for each of the Executive Directors of

3% effective on 1 April 2022. This is in line with

the level of increase applied to employees

generally (excluding those who received one-

off adjustments). The Executive Directors were

not eligible to receive the additional one-off

payment of £2,000.

There are no proposed changes to the Bonus

and LTI award opportunities for the FY23

financial year which will continue to be as per

the Policy table. The categories of performance

measures for the coming year will also be

the same as those for FY22. The change in

weighting reflects the desire to broadly equalise

the relative weighting of AUM and relative

TSR to reflect the KPIs of the Company and

the alignment of investor priorities. Further

details are provided in the Implementation of

Remuneration Policy section on pages 119-121.

Stakeholder engagement

The Committee is regularly updated on the

pay and benefits arrangement for staff across

the Group, and takes into account wider

workforce remuneration as part of its review

of Executive remuneration arrangements.

As described in the Corporate Governance

Statement, Richard Pelly has taken on the role

of Designated Non-Executive Director (DNED)

with responsibility for workforce engagement (in

accordance with provision 5 of the UK Corporate

Governance Code). Part of Richard’s remit in

the DNED role (supported by his membership

of the Committee) will be to engage with the

workforce on the alignment of executive pay

with wider company pay policy, however as

this role was only established during the course

of the year no such engagement has yet taken

place.

Conclusion

At the 2022 AGM, the Remuneration Policy

set out on pages 105 to 121 will be put to

Shareholders for approval and the Directors’

Remuneration Report excluding the

Remuneration Policy will be put to an advisory

vote. I look forward to receiving your continued

support at the AGM.

Sarah Gentleman

Chair of the Remuneration Committee

12 June 2022

Remuneration policy

1.1. Introduction

In accordance with the remuneration reporting regulations, the Directors’ Remuneration Policy (the ‘Policy’) as set out below is subject to a shareholder

vote at the AGM on 3 August 2022 and is then intended to apply for a period of three 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 policy is based on the information that was disclosed to Shareholders in the Prospectus

issued when the Company moved to the Main Market July 2021.

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;

whilst 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 ESG and responsible investment.

The Committee is governed by Terms of Reference which set out the roles and responsibilities of Committee members and detail how the Committee

will operate. These are reviewed periodically to ensure they remain appropriate and include relevant corporate governance and other guidance. A copy

of the Terms of Reference is available from the Company’s website - investors.moltenventures.com.

The Committee operates discretion with respect to vesting and other outcomes that affect the actual level of reward payable to individuals, as explained

in the Remuneration Policy table summary. 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.

1.2. Changes to the Remuneration Policy

In 2021, Molten Ventures moved to the FTSE Main Market. In preparation for the move, the Committee reviewed the remuneration arrangements for

the executives and made adjustments to ensure that they would be appropriate for directors of a Main Market company subject to and with effect from

the date of Main Market listing. The changes were set out in the Prospectus and the remuneration arrangements for directors were communicated to

Shareholders who were invited to give comments. The Committee believes that this revised package provides a fair reward for directors together with

incentive-based pay that is subject to challenging performance targets designed to create value for Shareholders.

Carry scheme

Having carried out a thorough review of the market and in order to align to shareholder expectations, the Committee determined that effective from

1 April 2020 Executive Directors would not participate in any new carried interest schemes. This is a significant change as historically a majority of our

employees participated in these schemes and they continue to do so. Participation in these schemes is also very common for executives at other private

companies in our sector. However, the Committee was mindful of the move to the Main Market and wanted to ensure executive pay was aligned with

best practices in the FTSE index. Incentive pay was therefore rebalanced by implementing the variable pay structures as described below. While these

structures cannot replicate the design of a carry scheme, they implement a number of features which provide shareholder alignment such as bonus

deferral, a 2-year LTI holding period and a post-exit shareholding guideline. Continued participation in existing carried interest schemes that pre-dated 1

April 2020 were not affected by the rebalancing exercise described below.

Annual bonus

The maximum annual bonus opportunity for directors is set at 200% of salary. Given the stretching annual bonus targets we have set historically and

the profile of the payout curves set by the Remuneration Committee, the target level of vesting will result in a bonus amount of 120% of salary. The

Remuneration Committee gave detailed consideration to altering this payout curve to the effect that the target level of performance would result in

a bonus amount of 100% of salary, but resolved that 120% remained appropriate in respect of FY23. Annual bonus deferral has also been introduced

whereby any bonus above 100% of salary is deferred into Company shares for a period of 2 years.

In terms of performance measures, these are split between financial, strategic and ESG measures. The measures for FY22 are: Fair Value increase (60%

weighting), capital resources (20% weighting), number of deals (10% weighting) and ESG (10% weighting). These measures are designed to provide an

appropriate mix of financial and non-financial measures that will support the Company’s business strategy.

Long-term incentive plan

The maximum LTI opportunity is set at 250% of salary for each of the Executive Directors, with any awards above 200% of salary only being made for

exceptional performance. The performance measures used will be Total Shareholder Return and Assets Under Management (as defined below). We have

also introduced a 2-year holding period post performance period for the LTI awards (giving a 3+2 year structure) for the Executive Directors to further

enhance long-term shareholder alignment.

For the 2022 financial year, for the first 200% of the award, the performance measures were: relative TSR versus the FTSE 250 (60% weighting) and AUM

(40% weighting) (see page 115 for further details). An additional 50% of salary could be earned for relative TSR performance above upper quartile versus

the FTSE 250 with the full amount earned for achieving upper decile TSR performance.

Shareholding guidelines

The ‘in-post’ shareholding guideline has been set to 250% of base salary for each executive director. This guideline must be achieved by retaining at least

50% of each vested LTI award until the guideline has been met.

104 105moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Directors’ remuneration report continued

For ‘post-exit’, the proposed guideline is the lower of 250% of salary or the shareholding level at the moment of departure, for a period of two years post

termination, in line with the Investment Association expectations.

1.3. Remuneration Policy table summary

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 and senior management 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 and senior

management, due regard will be

taken of the pay and conditions of the

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.

Current salary levels are disclosed on

page 112.

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.

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

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.

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.

Participants may receive an additional

payment (in cash or shares) equal to

the 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.

Target bonus opportunity will be no

greater than 60% of the maximum

annual bonus. Threshold bonus

opportunity will be no greater than

40% of the maximum annual bonus.

The Target and Maximum pay-outs

will be specified by the Committee at

the date of award and disclosed in the

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 and

are expected to be linked to the

Company’s financial performance.

Performance measures will also

include an element linked to ESG

measures.

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 ESG measures or

other objectives aligned to Company

strategy. The Committee may amend

the targets and their weightings from

time to time.

Long-term incentive plan

To balance

performance

pay between the

achievement of

financial performance

objectives and

delivering superior

long-term returns to

our Shareholders.

In accordance with the rules of the

LTIP, annual awards are made over

Shares in the Company with vesting

dependent on the achievement of

stretching performance conditions

over a three-year period.

A two year holding period will apply

to Executives at the end of each

relevant performance period.

The performance conditions will be

reviewed annually by the Committee

for each new award. Targets take into

account the internal strategic plan and

external market expectations for the

Company and the sector to ensure

that such targets remain stretching yet

achievable. The targets may change

from time to time.

Participants may receive an additional

payment (or Ordinary Shares of

equivalent value) equal to the

dividends which would have been

paid during the vesting period on the

number of Ordinary 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 value of annual awards

made under the plan was set at 250%

of salary for each of the Executive

Directors, with any awards above

200% of salary only being made for

exceptional performance.

LTIP awards are normally based on

financial measures which may include,

but are not limited to, relative total

shareholder return (TSR) compared

to the FTSE 250 - with a normal

weighting between 50%-100%; and

Assets under Management (AUM)

with a normal weighting between

0%-50%.

The Committee can adjust the

weighting of the performance

conditions, and, if considered

appropriate, may introduce alternate

performance conditions from time

to time aligned to the Company’s

strategy, or remove a performance

condition set out above.

No more than 50% of the awards

will vest for achieving threshold

performance, increasing to 100%

vesting for achievement of stretching

performance targets.

106 107moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Directors’ remuneration report continued

Purpose and

link to strategy

Operation Maximum opportunity Performance targets

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 shareholding

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 DBP (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 his

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

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 and

the Senior Independent Director to

reflect the additional responsibilities

associated to such roles. The Chair

receives a fixed annual 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.

The fee paid to the Chair 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.

For the Non-Executive Directors, there

is no prescribed maximum annual

increase.

The maximum cap for the total

aggregate remuneration paid to the

Chair of the Company and the non-

executive directors is set within the

Company’s Articles.

Actual fee levels are disclosed in the

Annual Remuneration Report for the

relevant financial year.

Not applicable

Performance measures and targets

Measures used under the Annual Bonus and LTIP are selected annually to reflect the Group’s main short, mid and long-term objectives and reflect both

financial and non-financial priorities, including ESG, as appropriate. The Committee selected the performance conditions above because they are central

to the Company’s strategy and are the key metrics used by the Executive Directors to oversee the operation of the business.

Further details of the performance measures under the annual incentive plan for the year ending 31 March 2022 as well as targets under the long-term

incentive plan for awards made in 2021, and how they are aligned with Company strategy and the creation of shareholder value, are set out in the annual

report on remuneration, on page 113 and 114. Annual incentive targets will be disclosed retrospectively in next year’s annual report on remuneration.

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 and Committee discretion

The Remuneration Committee may exercise its discretion to adjust annual bonus outcomes or levels of vesting under the LTIP 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 and may also claw

back bonus payments or vested share awards up to three years from the date of payment/vesting (in part or in full) in the event of 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 or relevant business unit, the insolvency of the Group and/or an error in the calculation of any performance conditions resulting in an

overpayment or excess vesting.

Service Agreements and Letters of Appointment

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)

Martin Davis CEO  July   

Stuart Chapman CPO  July   

Ben Wilkinson CFO  July   

The Non-Executive Directors of the Company (including the Chair) do not have service contracts. The Non-Executive Directors 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 10 June 2022

Karen Slatford  June   July 

Continuation of appointment

is subject to re-election by

Shareholders at each AGM.

Grahame Cook  June   July 

Sarah Gentleman  September   September 

Richard Pelly  June   July 

Gervaise Slowey  July   July 

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 entitlements lost at their previous employer on similar terms to the entitlements 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 shall

be subject to vesting requirements and deferment 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 such 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.

108 109moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Directors’ remuneration report continued

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

rules of the new share plans, having regard to all of the relevant facts and circumstances available at that time.

The annual bonus may be payable in respect of the period of the bonus scheme year worked by the director; there is no provision for an amount in lieu

of bonus to be payable for any part of the notice period not worked. The bonus would be payable at the normal date and would be subject to deferral

provisions under the terms of the plan. 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 granted under the LTIP are governed by the LTIP rules which contain discretionary good leaver provisions for designated reasons

(that is, participants who leave early on account of death, injury, disability, sale of their employing company or business unit, or any other reason at the

discretion of the Committee). In these circumstances, a participant’s awards will not be forfeited on cessation of employment and instead will vest on the

normal vesting date or such earlier date to the extent that the Committee may determine. In either case, the extent to which the awards will vest depends

on the extent to which the Committee considers that the performance conditions have been satisfied or are likely to be satisfied by the end of the

performance period and a pro rata reduction of the awards will be applied by reference to the time of cessation (although the Committee has discretion

to disapply time-related pro-rating if it considers that the circumstances warrant it).

Payments under previous policies

Existing awards to Executive Directors, and incentives, benefits and contractual arrangements made to individuals prior to their promotion to the Board

and/or prior to the approval and implementation of this policy will continue on their original terms. For the avoidance of doubt, this includes any

entitlement to carry and payments in respect of any award granted under the previous remuneration policy until the existing incentives vest (or lapse) or

the benefits or contractual arrangements no longer apply.

Carried Interest

From 1 April 2020 onwards, the Executive Directors are not eligible to participate in new carried interest plans, and instead will participate in the Long-

Term Incentive Plan. However, the Executives might receive payments from their participation in previous carried interest plans. Any such payments will

be disclosed in the Remuneration Report.

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. With the exception of the carried interest scheme (which the Executive Directors are no longer eligible to participate in), there is broad

alignment in the pay structures for Executives 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 executives with award quantum reflective of seniority level and carry scheme participation. Long-term incentive awards and/or

discretionary share options may be awarded to certain other 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. Whilst there is no direct consultation with employees on executive director remuneration, the Committee receives

insights from the broader employee population via the DNED for employee 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.

Statement of consideration of shareholder views

In line with our commitment to full transparency and engagement with our Shareholders on the topic of Executive remuneration, the Remuneration

Committee Chair conducts periodic consultations with major Shareholders. This typically involves setting out the changes planned for the following

year in writing, seeking shareholder input and views to various Executive remuneration matters including the development of, or potential changes to,

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. Last year, the Company engaged extensively with

Shareholders and their proxy advisors on the proposed changes to the Policy in light of the admission to the Main Market.

Corporate Governance Code principles

The table below reflects how the remuneration policy fulfils the factors set out in provision 40 of the 2018 UK Corporate Governance Code.

Criteria Approach

Clarity

Remuneration arrangements should be transparent and

promote effective engagement with Shareholders and the

workforce.

The Committee operates a consistent remuneration approach that is well

understood internally and externally. The Committee regularly engages with

major Shareholders on Executive remuneration and undertook a detailed

consultation ahead of the admission to the Main Market in July 2021.

Simplicity

Remuneration structures should avoid complexity and their

rationale and operation should be easy to understand.

Our remuneration arrangements for Executive Directors are based on a market-

standard remuneration structure consisting of fixed pay, an annual bonus and a

single long-term incentive. This design is simple in nature and well understood

by participants as well as other stakeholders.

Risk

Remuneration arrangements should ensure reputational and

other risks from excessive rewards, and behavioural risks that

can arise from target-based incentive plans, are identified and

mitigated.

Targets are reviewed annually to ensure they are adequately stretching and

yet achievable without encouraging excessive risk taking. Using recovery

provisions or discretion, the Committee retains the ability to override formulaic

incentive outcomes in the event that these produce a result inconsistent with the

Company’s remuneration principles.

Alignment to culture

Incentive schemes should drive behaviours consistent with

Company purpose, values and strategy.

The variable incentive schemes and performance measures, including ESG

measures, are designed to be consistent with Molten’s purpose, values and

strategy. We believe that aligning remuneration principles across the business is a

key element of aligning our culture, fulfilling our values and being a strong driver

of business performance.

Predictability

The range of possible values of rewards to individual Directors

and any other limits or discretions should be identified and

explained at the time of approving the policy.

The Committee maintains clear caps on incentive opportunities and will use its

available discretion if necessary.

The potential value and composition of the Executive Directors’ remuneration

packages at below threshold, target and maximum scenarios are provided in the

remuneration policy.

Proportionality

The link between individual awards, the delivery of strategy and

the long-term performance of the Company should be clear.

Outcomes should not reward poor performance.

Executives are incentivised to achieve stretching targets over annual and three-

year performance periods. The Committee assesses performance holistically at

the end of each period, taking into account underlying business performance

and the internal and external context to ensure that pay outcomes are

appropriate and reflective of overall performance.

Illustration of the application of the Remuneration Policy

The charts below are based on the following scenarios for each Executive Director:

• Threshold: Annual salary as at 1 April 2022, policy pension and FY22 benefits

• Target: as Threshold plus Target Bonus (120% of salary) and Threshold LTI award opportunity (125% of salary) as per the remuneration policy

• Stretch: as Target except Bonus and LTI included at maximum opportunity (200% and 250% of salary respectively) as per the remuneration policy

• Maximum: as Stretch except the share price on the LTI is assumed to increase by 50%

CEO CPO CFO

Fixed remuneration Annual bonus LTI Share price increase of 50%

110 111moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Directors’ remuneration report continued

Threshold Target Stretch Maximum

500

1,000

1,500

2,000

2,500

3,000

3,500

100% 32% 21% 17%

33%

35%

578

1,797

2,817

3,439

35% 29%

44% 36%

18%

Threshold Target Stretch Maximum

500

,000

,500

,000

,500

,000

3,500

100% 32% 21% 17%

33%

35%

397

1,235

1,936

2,364

35% 29%

44% 36%

18%

Threshold Target Stretch Maximum

500

,000

1,500

,000

2,500

,000

3,500

100% 32% 21% 17%

33%

35%

388

1,208

1,894

2,313

35% 29%

44% 36%

18%

Annual report on remuneration

The Annual Remuneration Report sets out how the Directors’ Remuneration Policy was put into practice during the year and how we intend to apply the

proposed policy in the year ended 31March 2023. It is divided into three sections:

• Section 1: Single Figure Tables

• Section 2: Further information on remuneration for the year ended 31 March 2022

• Section 3: Implementation of the Remuneration Policy in the year ending 31March 2023

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 ending 31 March 2022 was as described in the Prospectus issued by the Company in connection

with its Main Market listing during the year (the Policy being effective from admission to the Main Market, but backdated to apply to the Executive

Directors from 1 April 2021).

Section 1 – Single Figure Tables

This section covers the reporting period from 1 April 2021 to 31 March 2022 and provides details of the implementation of the Remuneration Policy

during the period.

Directors’ remuneration Single Figure Table (audited)

The following table summarises the gross aggregate remuneration of the Directors who served during the year to 31 March 2022:

£’000s Year

Basic

salary/

fees

All

taxable

benefits

Pension-

benefits

Annual bonus

Long-term

incentive

Other

Total fixed

remuneration

Total variable

remuneration

Total

remuneration

Carried

interest

(legacy

awards)

TotalCash Deferred

Executive Directors

Martin

Davis

FY      – –   , – ,

FY     – – –    – 

Stuart

Chapman

FY      , –  , , , ,

FY     – – –     

Ben

Wilkinson

FY      , –  , ,  ,

FY     – – –     

Non-Executive Chair

Karen

Slatford

FY  – – – – – –  –  – 

FY  – – – – – –  –  – 

Non-Executive Directors

Grahame

Cook

FY  – – – – –   –  – 

FY  – – – – – –  –  – 

Richard

Pelly

FY  – – – – – –  –  – 

FY  – – – – – –  –  – 

Gervaise

Slowey



FY  – – – – – –  –  – 

FY – – – – – – – – – – – –

Sarah

Gentleman



FY  – – – – – –  –  – 

FY – – – – – – – – – – – –

Total FY ,   , , ,  , , , , ,

Total FY ,    – – – ,  ,  ,

During 2021, subject to the move to the Main Market, the Remuneration Committee

approved an increase to base pay for executives (to reflect the move away from

participation in the carry scheme, and to bring them in line with equivalent FTSE 250

companies). As this was a delayed step in the normal pay review cycle, the increase

took effect from the normal pay review date. The salaries of executives were set to

£483k for Martin Davis, £332k for Stuart Chapman and £325k for Ben Wilkinson with

effect from 1 April 2021.

Benefits include private medical and critical illness cover. Critical illness cover was

effective from October 2021.

Details of the bonus targets, their levels of achievement and the resulting level of award

and deferrals of this bonus are detailed on pages 113 and 114. In FY22, 50% of this

bonus amount is deferred in shares of plc for each member of the Executive team.

Values for the year ending 31 March 2022 relate to the vesting of options granted under

the Company Share Option Plan (CSOP) in 2018 and 2019 (July 2018 and February

2019) which were subject to a performance condition of an 8% per annum share

price hurdle, and the grant of options under the CSOP to Stuart Chapman and Ben

Wilkinson on 26 July 2021 with a face value of £15,000 each. Values for the vesting of

the 2018 and 2019 CSOP awards are calculated by reference to the number of shares

vesting multiplied by the market value of shares on the vesting date (30 July 2021 - £

10.02, February 2022 - £7.47) less the exercise price (30 July 2018 - £4.92 per share, 12

February 2019 - £5.30 per share). CSOP options that vested in FY21 were not subject to

performance conditions, and are therefore not required to be disclosed in the single

figure table.

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 114.

Gervaise Slowey was appointed on 19 July 2021. The single figure includes

remuneration since this appointment. This is converted from Euros at the year-end

exchange rate of 1:1.1816.

Sarah Gentleman was appointed on 8 September 2021. The single figure includes

remuneration since this appointment.

As noted in the Corporate Governance Statement, Grahame Cook assumed the

responsibility of temporary chair for 3 months during the financial year. These additional

fees were approved for this period as remuneration for these responsibilities.

Commentary on Single Figure Table (audited)

Incentive outcomes for FY22

Annual bonus

The FY22 annual bonus for Executive Directors was assessed against performance conditions approved by the Committee prior to Main Market

admission. Bonuses are split across four metrics, of which 90% are for corporate and financial measures, and 10% are for performance against ESG

objectives. 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 during 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.

The maximum bonus opportunity for FY22 was 200% of salary for each of the Executive Directors.

Corporate targets

Performance against the financial and strategic measures is set out below:

Performance targets

Metric Weighting

Threshold

(40% vesting)

On target

(60% vesting)

Maximum

(100% vesting) Actual % vesting

% of max bonus

opportunity

Fair Value Growth



% .% % % % % %

Capital resources



% £m £m £m £m % %

Number of deals



%     % %

Total % %

Notes:

Each of the Corporate performance conditions is subject to a straight-line payment scale between threshold, on-target and full vesting points.

Fair Value Growth: This is 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.

Capital resources includes capital raised and committed via third party funds, capital raised via EIS and VCT entities for the tax year April 21 to April 22, and additional capital

raised from Shareholders via equity raises.

Number of deals is the number of investment transactions signed/completed by the Company between 1 April 21 and 31 March 22. Deals must be at least £5.0 million in

size, can be primary, secondary or follow-on investment (excluding Fund of Fund investments). Deals consuming exceptional resources or of a strategic nature below £5.0

million can be added by exception at the discretion of the Committee.

ESG measures:

The ESG measures agreed by the Committee were set in recognition that FY22 was a transitional year for the Company with respect to the development

of its ESG strategy. As the agreed measures were qualitative or binary rather than quantitative, performance against them was subject to discussion and

agreement by the Committee following the year-end. The measures, and the Committee’s assessment of the Executive Directors’ performance against

them, is summarised in the table below:

ESG measure Assessment of performance % vesting

% of max bonus

opportunity

Climate/TCFD – carry out gap analysis and

establish road map to enable TCFD disclosures

Through careful planning and alignment with our established

roadmap, the TCFD FY22 disclosure is included within the

Sustainability section of our Annual Report on pages 58-63.

%

%

Creation and roll-out of group wide D&I Policy

and Board D&I Policy

Board D&I and Group D&I and Equal Opportunities policies

adopted during the year.

Strategic engagement with 10-15 portfolio

management teams on governance

arrangements

Directly engaged with 17 portfolio management teams through our

ESG Framework, which includes 18 governance-oriented areas of

focus.

Team training on application of ESG policy in

investment process

Training delivered to the entire Molten Ventures Investment Team

by external consultants on the application of our ESG policy in the

investment process.

112 113moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Directors’ remuneration report continued

Total target

Based on the performance described above, the Remuneration Committee determined that the Executive Directors should be awarded bonuses as

shown below:

Total bonus outcomes for FY22

Corporate measures

(% of bonus achieved,

max 90%)

ESG Measures

(% of bonus achieved,

max 10%)

Total vesting percentage

(%, max 100%)

Vesting amount

as % of salary

Bonus amount

(£’000s)

(shown in

Single Figure Table)

Martin Davis % % % % £k

Stuart Chapman % % % % £k

Ben Wilkinson % % % % £k

Bonus deferral

The FY22 bonus amounts described above 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 over a number of shares calculated based on the average mid-market closing share price of a share over the five dealing

days prior to the date of grant. The deferral period under the bonus scheme is two years from the date of the award. Vesting is not subject to any further

performance conditions (other than continued employment at the date of vesting). The number of shares to be awarded will be calculated on the

Volume Weighted Average Price per share for the five trading days immediately prior to the date of grant, and the details of the awards granted will be

announced via RNS and included in next year’s Annual Report.

Long-term incentive plan vesting

Vesting of 2018 & 2019 award

The LTIP values included in the single total figure of remuneration table for FY22 relate to the vesting of options granted under the Company’s share

option plan in 2018 (July) and 2019 (February), which were subject to the performance condition of an 8% per annum share price hurdle. The share price

hurdle was achieved for both awards which therefore vested in full.

The options granted on 30 July 2018 were granted with an exercise price of £4.92 per share. The values in the single figure table are calculated by

reference to the market value of the Company’s shares on the vesting date (30 July 2021 – £10.02) less the exercise price per share.

The options granted on 12 February 2019 were granted with an exercise price of £5.30 per share. The values in the single figure table are calculated by

reference to the market value of the Company’s shares on the vesting date (12 February 2022 – £7.47) less the exercise price per share.

As both awards comprise market priced options, the full amount disclosed in the Single Figure Table is attributable to share price appreciation.

Carried Interest (legacy awards)

The carried interest values included in the single total figure of remuneration table for FY22 and FY21 relate to amounts paid in respect of legacy awards

of carried interest to Executive Directors during those years. The Company established carried interest plans for the Executive Directors, other members

of the Investment Team and certain employees (“Plan Participants”) in respect of any investments and follow-on investments made since listing on AIM.

From April 2020 onwards, the Executive Directors were not eligible to participate in new carried interest plans. No carry entitlement awarded to any of

the Executive Directors will lapse (including any entitlement that may not yet have vested).

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 investment period once the Company has received an aggregate annualised 10% realised return on investments

and follow-on investments made during the relevant period save that the hurdle for the carried interest plan established on 1 April 2020 and subsequent

carried interest plans have an aggregate annualised 8% realised return on investment and follow-on investments made during the relevant period. The

Plan Participants’ return is subject to a “catch-up” in their favour. Plan Participants’ carried interest vest over five years for each carried interest plan and are

subject to good and bad leaver provisions. Further details are disclosed in Note 4(x) to the financial statements on page 147.

Section 2 – Further information on remuneration

for the year ended 31March 2022

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 16 July 2021 as set out below. The awards were in the

form of option shares with a nominal value exercise price of 1 pence per share:

Director Position Basis of award Face value Options awarded

Martin Davis CEO % of salary £,. ,

Stuart Chapman CPO % of salary £. ,

Ben Wilkinson CFO % of salary £. ,

A price of £8.88 per share, based on the average closing price of shares for the five-day period leading up to the date of Committee approval (16 June

2021) and the date of the awards (16 July 2021), 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

2021 to 31 March 2024. To the extent that the awards vest, they are subject to a two-year post-vesting holding period.

Relative Total Shareholder Return (TSR) v FTSE 250 (weighting – 68% of maximum opportunity)

Threshold On target Maximum

TSR ranking vs FTSE  Median Upper quartile Upper decile

Vesting (% of salary) % % %

Assets Under Management (Balance Sheet NAV) (weighting – 32% of maximum opportunity)

Threshold On target Maximum

Total AUM (FY) £,m £,m £,m

Vesting (% of salary) % % %

No amounts vest below threshold. Vesting is on a straight-line basis between threshold, on-target and maximum performance points.

Company Share Option Plan (CSOP)

As indicated in the Company’s prospectus issued in connection with the Main Market listing, a one-off grant of option shares (with a nominal value

exercise price of 1 pence per share) with a face value of £15,000 per employee, was made to all employees (other than the Chief Executive Officer) on

admission to the Main Market. The following awards were therefore made on 26 July 2021 to Stuart Chapman and Ben Wilkinson:

Director Position

Face value

£000 Options awarded

Stuart Chapman CPO  ,

Ben Wilkinson CFO  ,

The closing price of shares on 23 July 2021 (being the dealing day before grant) of £9.85 was used to calculate the number of options granted.

The awards are not subject to any performance conditions other than continued employment, and will vest on the first anniversary of the date of grant.

The amounts shown above are reflected in the “long-term incentive” column of the Single Figure Table on page 112.

114 115moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

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 2022 Beneficially owned shares

Unvested scheme

interests subject

to performance

conditions

Unvested

scheme interests

not subject to

performance

conditions

Vested but

unexercised

scheme interests

Total shares

subject to

outstanding

scheme interests

As at

31 March 2021

As at

31 March 2022

Total of all

scheme

interests and

shareholdings

as at

31 March 2022)

Martin Davis , – – , , , ,

Stuart Chapman , , , , ,, ,, ,,

Ben Wilkinson , , , , , , ,

Karen Slatford – – – – – – –

Grahame Cook – – – – – – –

Sarah Gentleman – – – – – – –

Richard Pelly – – – –   –

Gervaise Slowey – – – – – – –

CSOP options awarded in 2019 and 2020 (Martin Davis only). LTIPs awarded to Martin Davis, Stuart Chapman and Ben Wilkinson from 2020 onwards

CSOP options awarded in 2021 to Stuart Chapman and Ben Wilkinson.

CSOP options awarded to Stuart Chapman and Ben Wilkinson in 2016, 2017, 2018 and 2019.

Between 1 April 2022 and 8 June 2022, the Executive and Non-Executive Directors’ beneficial interests in the table above remained unchanged.

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. 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:

Director

Shares counting to

guidelines

31 March 2022

Shareholding

requirement

(% of salary)

Current

shareholding

(% of salary)

Shareholding

requirement met?

Martin Davis , % % No

Stuart Chapman ,, % ,% Yes

Ben Wilkinson , % % No

The share price of £7.76 as at 31 March 2022 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.

Executive Directors’ share plan interest movements during FY22 (audited)

Date of grant

Vesting,

exercise of

release

date

Number of

options/

awards

held as at

1 April 2021 Awarded Exercised** Lapsed

Number of

options/

awards

held as at

31 March 2022

Share price at

date of grant/

award

(exercise price

for CSOP)

Face value

of awarded

options (at

exercise price

for CSOP)

Martin Davis

CSOP (Approved) // // ,* – – – ,* £.

CSOP (Unapproved) // // ,* – – – ,* £.

CSOP (Unapproved) // // ,* – – – ,* £.

LTIP // // , – – – , £.

LTIP // // – , – – , £. £,,

Stuart Chapman

CSOP (Approved) // // , – (,) – – £.

CSOP (Unapproved) // // , – – – , £.

CSOP (Unapproved) // // , – – – , £.

CSOP (Unapproved) // // ,* – – – ,* £.

CSOP (Unapproved) // // ,* – – – ,* £.

CSOP (Unapproved) // // – , – – , £. £,

LTIP // // , – – – , £.

LTIP // // – , – – , £. £,

Ben Wilkinson

CSOP (Unapproved) // // ,* – – – ,* £.

CSOP (Unapproved) // // ,* – – – ,* £.

CSOP (Unapproved) // // – , – – , £. £,

LTIP // // , – – – , £.

LTIP // // – , – – , £. £,

*Options subject to a performance condition of an 8% per annum share price hurdle. The details of the CSOP are set out in Note 14 to the consolidated financial statements.

**Options exercised during the year with an exercise notice dated 18 January 2022. The share price on the 18 January 2022 was £8.53.

Performance Graph

The graph below shows the total shareholder return (TSR) performance of an investment of £100 in Molten Ventures plc’s shares from its initial listing on

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.

31 Mar 2016

Molten Ventures FTSE250

31 Mar 2017 31 Mar 2018 31 Mar 2019 31 Mar 2020 31 Mar 2021 31 Mar 2022

£0

£50

£10

£150

£200

£250

£300

116 117moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

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 six years valued using the methodology applied to the single total

figure of remuneration. The Remuneration Committee does not believe that the remuneration paid in earlier years as a private company bears any

comparative value to that paid in its time as a public company and, therefore, the Remuneration Committee has chosen to disclose remuneration only for

the six most recent financial years:

Year

Total single

figure (£’000)

Annual bonus

payment level

achieved

(% of max

opportunity)

LTIP vesting

(% of max

opportunity)

FY



, % N/A

FY  % N/A

FY (Martin Davis)



 % N/A

FY (Simon Cook)



 % N/A

FY  % N/A

FY  % N/A

FY  % N/A

From 1 April 2020 onwards, the Executive Directors are not eligible to participate in new carried interest plans, and instead will participate in the Long-Term Incentive Plan.

This is reflected in the uplift in the single total figure for FY22.

Martin Davis was appointed as CEO in November 2019. The total single figure above includes a contractual bonus which was paid in full.

Simon Cook served as CEO until Martin Davis’s appointment in November 2019, and CIO from that date until 1 July 2020.

The single total figure has therefore been pro-rated to reflect Simon Cook’s time spent in the role of CEO.

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

112) paid to each Director in respect of FY21 and FY22. 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 Group employees has been included voluntarily below.

% change in element between FY21 and FY22

Salary and

fees



Taxable

benefits



Annual bonus



Executive Directors

Martin Davis .% .% .%

Stuart Chapman .% .% .%

Ben Wilkinson .% .% .%

Non-Executive Directors

Karen Slatford .% N/A N/A

Grahame Cook .% N/A N/A

Sarah Gentleman N/A N/A N/A

Richard Pelly .% N/A N/A

Gervaise Slowey N/A N/A N/A

All Group employees (.%) .% (.%)

The majority of new joiners in FY22 (18) have been at a lower base salary which has impacted the % change with respect to salary and fees and annual bonus for All Group

employees.

Taxable benefits in FY22 included critical illness cover which was introduced in October 2021 so is not included in FY21 comparatives.

The majority of new joiners in FY22 (18) have been at a lower base salary which has impacted the % change with respect to salary and fees and annual bonus for All Group

employees. The bonus of the 18 new joiners is the absolute value and, therefore, includes an element of pro-rating for time of service within the year.

CEO pay ratio

As the Group has fewer than 250 employees, the Company is not required to include a CEO pay ratio disclosure.

Relative importance of spend on pay

The table below sets

out the relative importance of the spend on pay in FY21 and FY22 compared with other disbursements. All figures provided are

taken from the relevant Company accounts.

FY21

£’000

FY22

£’000

Percentage

change

Distributions to Shareholders – – %

Overall spend on pay including Executive Directors , , %

Payments to past Directors/payments for loss of office (audited)

Payments of £2.3 million relating to carried interest plans were made in FY22 to past Directors (FY21: £0.1 million). In addition, during FY21, a one-off

payment of £87k was made to a former director as a payment for loss of office.

Statement of voting at general meetings

The following table shows the results of the advisory vote on the Remuneration and Nominations Committee Report at our AGM held on 14 July 2021. As

the Company was, until July 2021, listed on AIM, we have not previously been required to submit our Directors’ Remuneration Policy for a binding vote

by Shareholders. The Directors’ Remuneration Policy, pages 103 to 121 of this report, will be submitted to a binding Shareholder vote at our AGM to be

held on 3 August 2022.

Approval of the Directors’

Remuneration Report

No. of votes % of votes cast

For (including discretionary) ,, .

Against ,, .

Withheld  N/A

Section 3 – Implementation of Remuneration Policy in FY23

This section sets out information on how the Remuneration Policy will be implemented in FY23 if approved by Shareholders at the 2022 Annual General

Meeting.

The Remuneration Policy to be submitted for Shareholder approval formalises the policy adopted on admission to the Main Market which is currently

deemed by the Committee to be the “existing” remuneration policy. Therefore, if the Remuneration Policy set out on pages 105 to 111 is not approved

by Shareholders, then the Committee will continue to operate the “existing” policy.

If the Remuneration Policy is approved by Shareholders, the Company intends to implement it in FY23 as shown below. In implementing the

Remuneration Policy, the Committee will continue to take into account factors such as remuneration packages available within comparable companies,

the Company’s overall performance, internal relativities, achievement of corporate objectives, individual performance and experience, published views

of the investment community, general market and wider economic trends.

Summary of planned implementation of Remuneration Policy during FY23

Salary

A significant number of employees have received one-off pay adjustments following an organisation wide pay review to ensure our pay enables Molten

Ventures to attract and retain the highest calibre of talent. These employees are not anticipated to receive further pay increases for the FY23 financial year

unless their role changes or discretion is exercised.

All other employees received a pay increase of 3.0% of base salary effective at 1 April 2022 and, in recognition of the exceptional market developments

including the cost of living increase, the Company made a one-off payment of £2,000 to all of these employees.

The Remuneration Committee approved a pay increase of 3.0% of base salary for the Executive Directors, effective on 1 April 2022, in line with the

majority of the employees. The executives will not be eligible to receive the one-off £2,000 payment (which will be trued up to ensure a £2,000 net of

tax payment for employees on salaries below £100,000).

The Executive Director salaries for FY23 are set out below:

Name

Salary

Percentage

changeFY22 FY23

Martin Davis £, £, %

Stuart Chapman £, £, %

Ben Wilkinson £, £, %

Benefits and pension

No changes are proposed to benefits or pension, which will operate as described in the Remuneration Policy on page 106. Current pension

opportunities for the Executive Directors are aligned with those for all other full-time employees in the UK.

Annual bonus

The maximum bonus opportunity for the Executive Directors in FY23 will remain at 200% of salary. Any vested bonus above 100% of salary will be

deferred in shares for a period of 2 years. Annual bonus outcomes will be determined based on achievement of corporate (90% weighting, broken

down below) and ESG (10% weighting) measures. The categories of corporate measures will remain the same as the ones used in FY22 of:

• Fair Value Growth 60% weighting

• Capital Resources 20% weighting

• Number of Deals 10% weighting

• ESG measures 10% weighting

118 119moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Directors’ remuneration report continued

The Committee considers that the detailed performance targets for the FY23 bonus 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 FY23 Annual Report so that

Shareholders can fully assess the basis for any payouts.

Long-Term Incentive Plan

Awards of 250% of base salary will be made to the Executive Directors in FY23. The awards will vest three years from grant subject to the following

performance measures (weighted as shown) and an additional two-year post vesting holding period. The change reflects a desire to broadly equalise

the relative weighting of AUM and relative TSR to reflect the KPIs of the Company and the alignment of investor priorities.

Relative Total Shareholder Return (TSR) v FTSE 250 (weighting – 52% of maximum opportunity)

Threshold On target Maximum

Median Upper quartile Upper decile

Vesting (% of salary) % % %

Assets Under Management (Balance Sheet NAV) (weighting – 48% of maximum opportunity)

Threshold On target Maximum

Total AUM (FY) £,m £,m £,m

Vesting (% of salary) % % %

No amounts vest below threshold. Vesting is on a straight-line basis between threshold, on-target and maximum performance points.

Chair and Non-Executive Directors Fees

No changes will be made to the Chair and Non-Executive Directors fees for FY23. A breakdown of the fee components for the Chair and Non-Executive

Directors in FY23 is as follows:

Role

Fee

(per annum)

Chair £,

Non-Executive Director base fee £,

Senior Independent Director £,

Audit, Risk & Valuations Committee Chair £,

Remuneration Committee Chair £,

Remuneration for employees below Board level in FY23

A summary of the remuneration structure for employees below Board level is set out in the Remuneration Policy section on page 110.

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.

Prior to the Company’s admission to the Main Market in July 2021, the Committee was a combined Remuneration and Nominations Committee, and its

members were Karen Slatford (Chair of the Committee), Richard Pelly, and Grahame Cook. This composition (the Board Chair plus two independent Non-

Executive Directors) was in compliance with the QCA Corporate Governance Code which the Company had adopted while a constituent of AIM.

On Main Market admission, separate Remuneration and Nominations Committees were formed. In accordance with the requirements of the UK

Corporate Governance Code, Karen Slatford ceased to be a member of the Remuneration Committee which, from admission until the appointment

of Sarah Gentleman on 8 September 2021, was chaired by Richard Pelly. Membership of the Remuneration Committee since Main Market admission is

summarised in the table below:

Member Notes

Sarah Gentleman Chair from  September 

Richard Pelly Chair from Main Market admission to  September 

Grahame Cook

Gervaise Slowey

The composition of the Committee has therefore comprised at least three independent Non-Executive Directors since Main Market admission. In

accordance with provision 32 of the UK Corporate Governance Code, Sarah Gentleman had served as a member of the Remuneration Committee of

Rathbone Brothers 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 our website - investors.moltenventures.com. The Remuneration Committee recommends the Group’s policy on Executive remuneration,

determines the levels of remuneration for the Company’s Executive Directors and the Chair and other senior executives and prepares an annual

remuneration report for approval by the Shareholders at the Annual General Meeting.

The Remuneration Committee receives assistance from the Chair of the Board, CEO, CFO, Company Secretary and independent external consultants,

who attend meetings by invitation except when decisions relating to their own remuneration are being discussed.

The Remuneration Committee will normally meet at least three times per year. During FY22, the Committee met on 9 occasions, with the additional

meetings outside the usual cycle principally relating to discussions around the development of the Remuneration Policy ahead of the Main Market

admission.

Advisors

The Committee has appointed Mercer to provide independent advice on Executive remuneration matters. Mercer is a signatory to the Code of

Conduct for Remuneration Consultants in the UK. The fees paid to Mercer in relation to advice provided to the Committee for FY22 were £52,300 (FY21:

£5,910) which covered additional support in light of the admission to the Main Market, including supporting the Committee with the design of the new

Remuneration Policy, shareholder consultation and benchmarking of pay levels.

The Committee evaluates the support provided by Mercer annually and is comfortable that they do not have any connections with Molten Ventures that

may impair their independence. No non-remuneration related advice was provided by Mercer to the Group in the year

On behalf of the Board

Sarah Gentleman

Chair of the Remuneration Committee

12 June 2022

120 121moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Directors’ remuneration report continued

The Directors present their report for the year ended 31 March 2022. 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 9.8.4R of the UK Financial Conduct Authority’s Listing

Rules, can be located as follows:

Disclosure Location

Future business developments Strategic Report – pages 6 to 81

Research and development activities We do not perform any research and development activities

Greenhouse gas emissions Sustainability – pages 56 to 57

People, culture and employee engagement Sustainability – pages 64 to 65

Financial risk management objectives and policies (including hedging

policy and use of financial instruments)

Note 29 to the Financial Statements – pages 164 to 166

Exposure to price risk, credit risk, liquidity risk and cash flow risk Details can be found on pages 73 to 81 of the Strategic Report and

Note29 to the Financial Statements

Details of long-term incentive schemes Directors’ Remuneration Report – pages 103 to 121

Statement of directors’ responsibilities Page 125

Directors’ interests Details can be found on page 116 of the Directors’ Remuneration Report

s172 Statement Details can be found on pages 67 to 71 of the Strategic Report

Stakeholder engagement in key decisions Details can be found on page 67

Corporate Governance Statement Details can be found starting on page 86

Results and dividends

The Group’s profit for the year was £300.7 million (year ended 31 March 2021: £267.4 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 2022.

Directors

The Directors of the Company who held office during the year (and who have been appointed since the year-end) are:

• Karen Slatford (Chair)

• Martin Davis (Chief Executive Officer)

• Stuart Chapman (Chief Portfolio Officer)

• Ben Wilkinson (Chief Financial Officer)

• Grahame Cook (Senior Independent Director)

• Sarah Gentleman (Independent Non-Executive Director)

(appointed 8 September 2021)

• Richard Pelly (Independent Non-Executive Director)

• Gervaise Slowey (Independent Non-Executive Director)

(appointed 23 July 2021)

The roles and biographies of the Directors in office as at the date of this report are set out on pages 84 to 85. The appointment and replacement of

Directors is governed by the Company’s Articles of Association (as detailed below), the UK Corporate Governance Code and the Companies Act 2006.

Articles of Association

The rules governing the appointment and replacement of Directors are set out in the Company’s Articles of Association. The Articles of Association may

be amended by a special resolution of the Company’s Shareholders. Acopy of the Articles of Association can be found on the Company’s website:

https://investors.moltenventures.com/investor-relations/plc/documents

Directors’ indemnity provisions

As permitted by the Articles of Association, 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. Further information is provided in the Directors’ Remuneration Policy set out on page 110.

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, via Elderstreet Holdings Limited,

manager to Molten Ventures VCT plc.

Esprit Capital Partners LLP does not employ any staff. Most employees are employed by Molten Ventures plc and provide regulated services to the

regulated entities named above via services agreements as named on the FCA Register (https://register.fca.org.uk/s/firm?id=001b000000Mfb37AAB),

with Elderstreet Investments Limited employing two people.

Political donations

The Company made no political donations during the year up to 31 March 2022.

Share capital structure

At 31 March 2022, the Company’s issued share capital consisted of 152,999,853 (2021: 139,097,075) ordinary shares of £0.01 each. Details of the movements

in issued share capital in the year are set out in Note 24 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 purchase is own shares

Subject to authorisation by Shareholder resolution, the Company may purchase its own shares in accordance with the Companies Act 2006. Any shares

which have been bought back may be held as treasury shares or cancelled immediately upon completion of the purchase.

At the Company’s AGM held on 14 July 2021, the Company was generally and unconditionally authorised by its Shareholders to make market

purchases (within the meaning of section 693 of the Companies Act 2006) of up to a maximum of 15,299,985 of its ordinary shares. The Company has

not repurchased any of its ordinary shares under this authority, which is due to expire at the next AGM, and accordingly has an unexpired authority to

purchase up to 15,299,985 ordinary shares with a nominal value of £153k.

Substantial shareholdings

The table below shows the interests in shares (whether directly or indirectly held) known to the Company as at 31 March 2022. There have been no changes in

major interests in shares disclosed to the Company under DTR5 as at 8 June 2022 (being the latest practicable date prior to publication of the Annual Report):

At 31 March 2022 At 8 June 2022

Name of shareholder

Number of

ordinary shares

of 1 pence

each held

Percentage

of total voting

rights held*

Number of

ordinary shares

of 1 pence

each held

Percentage

of total voting

rights held

Baillie Gifford ,, .% ,, .%

National Treasury Management Agency ,, .% ,, .%

T Rowe Price Global Investments ,, .% ,, .%

BlackRock, Inc. ,, .% ,, .%

British Business Bank ,, .% ,, .%

Canaccord Genuity Group Inc ,, .% ,, .%

Schroders plc ,, .% ,, .%

* Percentages calculated based on issued share capital at 31 March 2022.

122 123moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Directors’ report

Employee involvement and policy regarding

disabled persons

Employees are encouraged to be involved in decision-making processes and are provided with

information on the financial and economic factors affecting the Group’s performance, through

team meetings, updates from the Chief Executive Officer and via an open and inclusive culture.

Further details of how the Company engages with its workforce can be found in the Stakeholder

engagement section on page 68.

Applications for employment by disabled persons are always fully considered, bearing in mind the

aptitudes of the applicant concerned. In the event of a member of staff becoming disabled, every

effort is made to ensure that their employment within the Group continues and that workspace and

other modifications are made as appropriate. It is the policy of the Group that the training, career

development and promotion of a disabled person should, as far as possible, be identical to that of

a person who does not suffer from a disability. Further details about our commitment to Diversity,

Equality and Inclusion are set out in page 64.

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.

Disclosure of information to 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.

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 viability statement, as required by the Code, can be found on

page 47.

External Auditors

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.

Annual General Meeting

The 2022 AGM of the Company will be held on 3 August 2022 at 10:00am. 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.

The Strategic Report on pages 6 to 81, the Corporate Governance Statement on pages 86 to 87 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.

By order of the Board

Ben Wilkinson

Chief Financial Officer

12 June 2022

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). Additionally, the Financial Conduct Authority’s

Disclosure Guidance and Transparency Rules require the

Directors to prepare the Group financial statements in

accordance with international financial reporting standards

adopted pursuant to Regulation (EC) No 1606/2002 as it

applies in the European Union.

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 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 in conformity with the requirements

of the Companies Act 2006 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 also 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 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 Annual Report on Remuneration

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.

The Directors are responsible for presenting and marking up

the consolidated financial statements in compliance with the

requirements set out in the Delegated Regulation 2019/815

on European Single Electronic Format (“ESEF Regulation”).

Responsibility statement of

the Directors in respect of the

annual financial report

Each of the Directors, whose names and functions are listed

on the Board of Directors section on pages 84 to 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 and international financial

reporting standards adopted pursuant to Regulation

(EC) No 1606/2002 as it applies in the European Union

and in accordance with the Disclosure Guidance and

Transparency Rules sourcebook of the United Kingdom’s

Financial Conduct Authority and the Transparency

(Directive 2004/109/EC) Regulations 2007 (as amended),

give a true and fair view of the assets, liabilities, financial

position and profit of the Group;

• the Company financial statements, which have been

prepared in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom

Accounting Standards, comprising FRS 101 “Reduced

Disclosure Framework”, and applicable law), give a true

and fair view of the assets, liabilities, financial position

and profit of the Group and financial position of the

Company; and

• the Directors’ 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.

We consider that the Annual Report and Accounts, taken as a

whole, is fair, balanced and understandable and provides the

information necessary for Shareholders to assess the Group

and Company’s position and performance, business model

and strategy.

By order of the Board

Martin Davis

Chief Executive Officer

12 June 2022

Ben Wilkinson

Chief Financial Officer

12 June 2022

124 125moltenventures.com

ANNUAL REPORT FY22 GOVERNANCE

Statement of directors’ responsibilitiesDirectors’ report continued

Financials

Contents

128 Independent auditors’ report

134 Consolidated statement of comprehensive

income

135 Consolidated statement of financial position

136 Consolidated statement of cash flows

137 Consolidated statement of changes in

equity

138 Notes to the consolidated financial

statements

170 Company statement of financial position

171 Company statement of changes in equity

172 Notes to the company financial statements

179 Board, management and administration

180 Glossary

ANNUAL REPORT FY22

moltenventures.com126

FINANCIALS

127

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

2022 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;

• the Company financial statements have

been properly prepared in accordance

with United Kingdom Generally Accepted

Accounting Practice (United Kingdom

Accounting Standards, comprising 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 FY22

(the “Annual Report”), which comprise: the

Consolidated and Company Statements of

Financial Position as at 31 March 2022; the

Consolidated Statement of Comprehensive

Income, the Consolidated Statement of Cash

Flows, and the Consolidated and Company

Statements of Changes in Equity for the year

then ended; and the notes to the financial

statements, which include a description of the

significant accounting policies.

Our opinion is consistent with our reporting to

the Audit, Risk and Valuations Committee.

Separate opinion in relation to

international financial reporting

standards adopted pursuant to

Regulation (EC) No 1606/2002 as it

applies in the European Union

As explained in note 4 to the financial

statements, the Group, in addition to applying

UK-adopted international accounting standards,

has also applied international financial reporting

standards adopted pursuant to Regulation

(EC) No 1606/2002 as it applies in the

European Union.

In our opinion, the Group financial statements

have been properly prepared in accordance

with international financial reporting standards

adopted pursuant to Regulation (EC) No

1606/2002 as it applies in the European Union

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK) (“ISAs

(UK)”), International Standards on Auditing issued

by the International Auditing and Assurance

Standards Board (“ISAs”) and applicable law.

Our responsibilities under ISAs (UK) and ISAs 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 the International Code of

Ethics for Professional Accountants (including

International Independence Standards) issued

by the International Ethics Standards Board for

Accountants (IESBA Code), and we have fulfilled

our other ethical responsibilities in accordance

with these requirements.

To the best of our knowledge and belief, we

declare that non-audit services prohibited by

either the FRC’s Ethical Standard or Article 5(1) of

Regulation (EU) No 537/2014 were not provided.

Other than those disclosed in note 10 to the

Group financial statements, we have provided

no non-audit services to the Company or

its controlled undertakings in the period

under audit.

Our audit approach

Overview

Audit scope

• As part of designing our audit, we

determined materiality and assessed the

risks of material misstatement in the financial

statements. In particular, we looked at where

the directors made subjective judgements,

for example in respect of significant

accounting estimates that involved making

assumptions and considering future events

that are inherently uncertain. As in all of

our audits we also addressed the risk of

management override of internal controls,

including evaluating whether there was

evidence of bias by the directors that

represented a risk of material misstatement

due to fraud.

Key audit matters

• Valuation of unquoted investments

(Groupand Company)

Materiality

• Overall Group materiality: £28,676,000

(2021: £20,662,000) based on 2% of net

assets.

• Overall Company materiality: £27,242,000

(2021: £19,629,000) based on 2% of net

assets, capped at 95% of Group materiality.

• Performance materiality: £21,507,000 (2021:

£15,497,000) (Group) and £20,431,000

(2021: £14,722,000) (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.

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.

COVID-19 (Group and Company), which was a

key audit matter last year, is no longer included

because of the judgement that, although the

COVID-19 global pandemic is ongoing, it is now

more stabilised and the impact of the pandemic

has been incorporated into our audit responses

including the review over going concern and

within the key audit matter over the valuation

of unquoted investments and as such a specific

COVID-19 key audit matter is not determined to

be necessary. Otherwise, the key audit matters

below are consistent with last year.

Key audit matter How our audit addressed the key audit matter

Valuation of unquoted investments

(Group and Company)

Refer to Audit, Risk and Valuations Committee

Report, Note 4 (Significant accounting policies),

Note 5 (Critical accounting estimates and

judgements), Note 16 (Financial assets held

at fair value through profit and loss), Note 28

(Fair value measurements). The fair value of

unquoted investments is an area of focus due to

the fact that unquoted investments (“portfolio

company” or “investment”) do not have readily

determinable prices and involve a number

of estimates and unobservable inputs. As

detailed in Note 29 to the financial statements

the risk in estimation uncertainty can produce a

valuation range. The fair value of investments

is established in accordance with IFRS and with

reference to the International Private Equity

and Venture Capital Valuation Guidelines

as well as the IPEV Board, Special Valuation

Guidance issued on 31 March 2020 in response

to the COVID-19 crisis (“IPEV Guidelines”). The

valuation methodologies primarily used by

the Group are the ‘calibrated price of recent

investment’, ‘revenue-multiple’ and ‘NAV of

underlying fund’ approaches as detailed in Note

5 and 28 to the financial statements. Whilst the

underlying investments are held within funds

or other investment entities such as Molten

Ventures (Ireland) Limited, which are valued by

the Group at Net Asset Value, management look

through these vehicles to 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, we

performed the following, where applicable:

• Agreed the recent transaction price to supporting documentation such as purchase

agreements, funding drawdown requests or bank statements;

• Obtained 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;

• Observed that alternative assumptions had been considered and evaluated by management,

before determining the final valuation.

• For those investments valued using the revenue-multiple approach we held discussions

with management to understand the performance of the portfolio company, any impact

of COVID-19, and challenged estimates used in the valuations of the investments. These

included but were not restricted to review of the comparable companies, rationale and

consistency of discounts or premiums applied and basis for budgeted revenue figures used;

• We evaluated the range of comparable companies used in the valuation and verified

revenue multiples to independent sources; and

• Agreed inputs into the valuation model to financial information and board papers from the

portfolio companies and publicly available information.

Where the Group has invested capital into a separately managed fund (“a Fund”), the

engagement team:

• Confirmed the commitments and capital drawn down with the Fund;

• Reviewed the latest investor reports of the Fund; and

• Reviewed the look-through valuation performed by management on individually material

investments to the Group held in the Fund and any subsequent adjustments made.

Furthermore, for a sample of investments, we 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.

We considered the appropriateness and adequacy of the disclosures around the estimation

uncertainty and sensitivities on the accounting estimates.

Overall, based on our procedures, we found that management’s valuation of investments and the

assumptions used were supported by the audit evidence obtained and appropriately disclosed

in the financial statements.

128 129moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Independent auditors’ report

to the members of Molten Ventures plc

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.

In establishing the overall approach to our audit, we assessed the risk of material misstatement, taking

into account the nature, likelihood and potential magnitude of any misstatement. Following this

assessment, we applied professional judgement to determine the extent of testing required over each

balance in the financial statements. The financial statements are produced using a single consolidation

spreadsheet that takes information from the general ledger. The Group audit team performed all audit

procedures over the consolidated Group. This allowed us to adequately address the key audit matters

for the audit and, together with procedures performed over the consolidation, gave us sufficient

appropriate audit evidence for our opinion on the Group financial statements as a whole.

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 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 £28,676,000 (2021: £20,662,000). £27,242,000 (2021: £19,629,000).

How we

determined it

2% of net assets 2% of net assets, capped at 95% of

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 the lower of 95%

of the Group materiality and the component materiality as calculated based on 2% of its net assets.

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% (2021: 75%) of overall materiality, amounting

to £21,507,000 (2021: £15,497,000) for the Group financial statements and £20,431,000 (2021:

£14,722,000) 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 £1,434,000 (Group audit) (2021: £1,033,000) and

£1,362,000 (Company audit) (2021: £981,000) as well as misstatements below those amounts that, in

our view, warranted reporting for qualitative reasons.

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 and ensured 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 integrity of the underlying

formulae and calculations within the going

concern and 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 Group’s

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, which includes reporting

based on the Task Force on Climate-related

Financial Disclosures (TCFD) recommendations.

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 2022 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.

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 Strategic Report

and Governance Report section 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 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, 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.

130 131moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Independent auditors’ report continued

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) and ISAs

will always detect a material misstatement when

it exists. Misstatements can arise from fraud or

error and are considered material if, individually

or in the aggregate, they could reasonably be

expected to influence the economic decisions

of users taken on the basis of these financial

statements.

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. 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 manipulation of financial data or

management bias in accounting estimates in

the financial statements such as the valuation of

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 above;

• Reviewing financial statement disclosures to

underlying supporting documentation;

• 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 words; 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

in accordance with ISAs (UK) is located

on the FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms

part of our auditors’ report.

As part of an audit in accordance with ISAs, we

exercise professional judgement and maintain

professional scepticism throughout the audit.

We also:

• Identify and assess the risks of material

misstatement of the consolidated financial

statements, whether due to fraud or error,

design and perform audit procedures

responsive to those risks, and obtain audit

evidence that is sufficient and appropriate

to provide a basis for our opinion. The risk

of not detecting a material misstatement

resulting from fraud is higher than for one

resulting from error, as fraud may involve

collusion, forgery, intentional omissions,

misrepresentations, or the override of

internal control.

• Obtain an understanding of internal control

relevant to the audit in order to design

audit procedures that are appropriate in the

circumstances, but not for the purpose of

expressing an opinion on the effectiveness

of the Group’s and Company’s internal

control.

• Evaluate the appropriateness of accounting

policies used and the reasonableness of

accounting estimates and related disclosures

made by management.

• Conclude on the appropriateness of

management’s use of the going concern

basis of accounting and, based on the audit

evidence obtained, whether a material

uncertainty exists related to events or

conditions that may cast significant doubt

on the Group’s and Company’s ability to

continue as a going concern. If we conclude

that a material uncertainty exists, we are

required to draw attention in our auditor’s

report to the related disclosures in the

consolidated financial statements or, if such

disclosures are inadequate, to modify our

opinion. Our conclusions are based on the

audit evidence obtained up to the date of

our auditor’s report. However, future events

or conditions may cause the Group to cease

to continue as a going concern.

• Evaluate the overall presentation, structure

and content of the consolidated financial

statements, including the disclosures,

and whether the consolidated financial

statements represent the underlying

transactions and events in a manner that

achieves fair presentation.

• Obtain sufficient appropriate audit evidence

regarding the financial information of the

entities or business activities within the

Group and Company to express an opinion

on the consolidated financial statements.

We are responsible for the direction,

supervision and performance of the Group

and Company audit. We remain solely

responsible for our audit opinion.

We communicate with those charged with

governance regarding, among other matters,

the planned scope and timing of the audit

and significant audit findings, including any

significant deficiencies in internal control that we

identify during our audit.

We also provide those charged with

governance with a statement that we have

complied with relevant ethical requirements

regarding independence, and to communicate

with them all relationships and other matters

that may reasonably be thought to bear on our

independence, and where applicable, actions

taken to eliminate threats or safeguards applied.

From the matters communicated with those

charged with governance, we determine those

matters that were of most significance in the

audit of the consolidated financial statements

of the current period and are therefore the

key audit matters. We describe these matters

in our auditor’s report unless law or regulation

precludes public disclosure about the matter

or when, in extremely rare circumstances,

we determine that a matter should not be

communicated in our report because the

adverse consequences of doing so would

reasonably be expected to outweigh the public

interest benefits of such communication.

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.

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 appointed by the directors on

25 September 2018 to audit the financial

statements for the year ended 31 March 2019

and subsequent financial periods. The period

of total uninterrupted engagement is 4 years,

covering the years ended 31 March 2019 to

31 March 2022.

Richard McGuire (Senior Statutory Auditor)

for and on behalf of

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

12 June 2022

132 moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

133

Independent auditors’ report continued

Notes

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Change in gains on investments held at fair value through profit or loss

6 329.4 276.3

Fee income

7 21.8 12.5

Total investment income

351.2 288.8

Operating expenses

General administrative expenses

8 (19.5) (13.8)

Depreciation and amortisation

15, 18 (0.8) (0.7)

Share-based payments – resulting from Company share option scheme

14 (3.7) (1.5)

Investment and acquisition costs

(0.2) (0.3)

Exceptional items

34 (2.4) –

Total operating costs

(26.6) (16.3)

Other income

– 0.1

Profit from operations

324.6 272.6

Finance income

11 1.8 0.2

Finance expense

11 (1.4) (5.4)

Profit before tax

325.0 267.4

Income taxes

12 (24.3) –

Profit for the year

300.7 267.4

Other comprehensive income

– –

Total comprehensive income for the year 300.7

267.4

Earnings per share attributable to owners of the parent:

Basic earnings per weighted average shares (pence)

13 200 208

Diluted earnings per weighted average shares (pence)

198

206

The consolidated financial statements should be read in conjunction with the accompanying notes.

Notes

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Non-current assets

Intangible assets 15 10.7 10.9

Financial assets held at fair value through profit or loss 16 1,410.8 867.1

Deferred tax 23 1.6 –

Property, plant and equipment 18 0.9 1.4

Total non-current assets 1,424.0 879.4

Current assets

Trade and other receivables 20 2.8 3.7

Cash and cash equivalents 75.8 158.4

Restricted cash 22(ii) 2.3 2.3

Total current assets 80.9 164.4

Current liabilities

Trade and other payables 21 (14.3) (9.7)

Financial liabilities 22 (0.4) (0.3)

Total current liabilities (14.7) (10.0)

Non-current liabilities

Deferred tax 23 (26.1) (0.4)

Provisions (0.3) -

Financial liabilities 22 (30.0) (0.3)

Total non-current liabilities (56.4) (0.7)

Net assets 1,433.8 1,033.1

Equity

Share capital 24 1.5 1.4

Share premium account 24 615.9 508.3

Own shares reserve 25 (8.2) (0.3)

Other reserves 25 28.9 26.2

Retained earnings 795.7 497.5

Total equity 1,433.8 1,033.1

Net assets per share (pence) 13

937

743

The consolidated financial statements should be read in conjunction with the accompanying notes. The consolidated financial statements on pages 134

to 169 were authorised for issue by the Board of Directors on 12 June 2022 and were signed on its behalf.

Ben Wilkinson

Chief Financial Officer

Molten Ventures plc registered number 09799594

134 135moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Consolidated statement of financial position

as at 31 March 2022

Consolidated statement of comprehensive income

for the year ended 31 March 2022

Notes

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Cash flows from operating activities

Operating profit after tax

300.7 267.4

Adjustments to reconcile operating profit to net cash (outflow)/inflow in operating activities

26 (294.8) (264.4)

Purchase of investments

16 (311.2) (128.0)

Proceeds from disposals in underlying investment vehicles

16 126.3 206.3

Net loans made (to)/returned from underlying investment vehicles and Group companies

16 (29.4) (8.1)

Share options exercised and paid to employees

(3.4) (2.6)

Tax paid

(0.4) (0.0)

Net cash (outflow)/inflow from operating activities

(212.2) 70.6

Cash flows from investing activities

Payment for acquisition of subsidiary, net of cash acquired

– (0.7)

Payments for property, plant and equipment

18 (0.1) (0.1)

Net cash (outflow) from investing activities

(0.1) (0.8)

Cash flows from financing activities

Loan repayments

22 – (80.0)

Loan proceeds

22 30.0 35.0

Fees paid on issuance of loan

22 (0.3) (0.3)

Interest paid

(1.0) (2.2)

Interest received

0.2 0.3

Acquisition of own shares

25 (8.0) (2.3)

Sale of own shares

25 – 1.6

Repayments of leasing liabilities

22 (0.4) (0.4)

Gross proceeds from issue of share capital

24 111.2 111.9

Equity issuance costs

24 (3.6) (3.5)

Net cash inflow from financing activities

128.1 60.1

Net (decrease)/increase in cash and cash equivalents

(84.2) 129.9

Cash and cash equivalents at beginning of year

160.7 34.1

Exchange differences on cash and cash equivalents

11 1.6 (3.3)

Cash and cash equivalents at end of year

75.8 158.4

Restricted cash at year end

2.3 2.3

Total cash and cash equivalents and restricted cash at year end 78.1

160.7

The consolidated financial statements should be read in conjunction with the accompanying notes.

Year ended 31 March 2022

£’m Note Share capital

premium

Own shares

reserve Other reserves

Retained

earnings Total equity

Brought forward as at 1 April 2021

1.4 508.3 (0.3) 26.2 497.5 1,033.1

Comprehensive income/(expense) for

the year

Profit for the year

– – – – 300.7 300.7

Total comprehensive income/(expense)

for the year

– – – – 300.7 300.7

Contributions by and distributions to the

owners:

Contributions of equity, net of

transaction costs and tax

24 0.1 107.6 – – – 107.7

Options granted and awards exercised

14, 25 – – 0.1 2.7 (2.5) 0.3

Acquisition of treasury shares

14, 25 – – (8.0) – – (8.0)

Total contributions by and distributions

to the owners

0.1 107.6 (7.9) 2.7 (2.5) 100.0

Balance as at 31 March 2022 1.5 615.9 (8.2) 28.9 795.7 1,433.8

Year ended 31 March 2021

£’m Note Share capital

premium

Own shares

reserve Other reserves

Retained

earnings Total equity

Brought forward as at 1 April 2020

1.2 400.7 – 26.2 231.4 659.5

Comprehensive income/(expense) for

the year

Profit for the year

– – – – 267.4 267.4

Total comprehensive income/(expense)

for the year

267.4 267.4

Contributions by and distributions to the

owners:

Contributions of equity, net of

transaction costs

24 0.2 106.3 – – – 106.5

Options granted and awards exercised

14, 25 0.0 1.3 2.0 (0.0) (1.3) 2.0

Acquisition of treasury shares

25 – – (2.3) – – (2.3)

Total contributions by and distributions

to the owners

0.2 107.6 (0.3) (0.0) (1.3) 106.2

Balance as at 31 March 2021

1.4 508.3 (0.3) 26.2 497.5 1,033.1

The consolidated financial statements should be read in conjunction with the accompanying notes.

136 137moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Consolidated statement of changes in equity

for the year ended 31 March 2022

Consolidated statement of cash flows

for the year ended 31 March 2022

1. General information

Name of the Company Molten Ventures plc

LEI code of the Company 213800IPCR3SAYJWSW10

Domicile of Company United Kingdom

Legal form of the Company Public limited company

Country of incorporation United Kingdom

Address of Company’s registered office 20 Garrick Street, London, WC2E 9BT

Principal place of business 20 Garrick Street, London, WC2E 9BT

Description of nature of entity’s operations and principal activities Venture capital firm

Name of parent entity Molten Ventures plc

Name of ultimate parent of Group Molten Ventures plc

Explanation of change in name of reporting entity or other means of

identification from end of preceding reporting period

Molten Ventures plc was formerly known as Draper Esprit plc

(company name change in November 2021)

Period covered by financial statements 1 April 2021 – 31 March 2022

Molten Ventures plc (the “Company”) is a public limited company incorporated and domiciled in England and Wales. During FY22, as part of a rebrand,

Draper Esprit plc has changed its name to Molten Ventures plc. On 23 July 2021, the Company’s ordinary shares were admitted to the premium listing

segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s Main Market for listed securities, as well as to

the secondary listing of the Official List of the Irish Stock Exchange plc and to trading on the regulated market of Euronext Dublin. Prior to this, between 15

June 2016 and 22 July 2021, the Company was listed on the London Stock Exchange’s AIM market and the Irish Stock Exchange’s Euronext Growth market.

The Company is the ultimate parent company in which results of all subsidiaries are consolidated in line with IFRS 10 (see Note 4(b) below for further

details). The consolidated financial statements for the year ending 31 March 2022 and for the comparative year ending 31 March 2021 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 which the

Group operates. All amounts are rounded to the nearest million, unless otherwise stated.

2. Going concern assessment and principal risks

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 approval 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 scenarios to assess the potential impact on the

Group’s operations and portfolio companies. These downside scenarios include unpredictability of exit timing and portfolio company valuations subject

to change. 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 31 March 2022, 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.

• The Group must comply with financial and non-financial covenants as part of the revolving credit facility with Silicon Valley Bank and Investec (see

Note 22(ii) for further details). Anassessment of forecast covenant compliance was undertaken using a number of severe but plausible scenarios on

valuations. Under each adverse scenario the Group still had sufficient headroom in order to comply with the covenant obligations.

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 122 to 124.

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 2022, respectively. For further details on the Group’s principal risks, as well as its risk management

processes, please see the Risk Management and Principal Risks section in the Strategic Report to these financial statements.

3. Adoption of new and revised standards

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

No upcoming changes under IFRS are likely to have a material effect on the reported results or financial position. Management will continue to monitor

upcoming changes.

4. Significant accounting policies

a) Basis of preparation

The Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards (IAS) and the requirements of the

Companies Act 2006 as applicable to companies reporting under those standards and International Financial Reporting Standards (IFRS) adopted

pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. On 31 December 2020, EU-adopted IFRS at that date was brought into

UK law and became UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board.

Molten Ventures plc transitioned to UK-adopted International Accounting Standards in its consolidated financial statements on 1 April 2021. There was no

impact or changes in accounting policies from the transition.

UK-adopted International Accounting Standards differ in certain respects from International Financial Reporting Standards as adopted by the EU. The

differences have no material impact on the Financial Statements for the periods presented, which therefore also comply with International Reporting

Standards as adopted by the EU.

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 12 June 2022.

The financial reporting framework that has been applied in the preparation of the Company’s financial statements (beginning on page 170) 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 122 to 124) 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:

• For the third year running, we have offset 100% of our Scope 1 and Scope 2 and select Scope 3 emissions for the financial year (see more details on

page 57).

• We have engaged ESG Consulting Partner, ITPEnergised.

• As stated in Note 28, 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 FY22 (FY21: immaterial).

A summary of the Group’s principal accounting policies, which have been applied consistently across the Group, is set out below.

b) Basis of consolidation

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

Esprit Capital Partners LLP^ AIFM to the Company and the Esprit Funds England and Wales 100%

Elderstreet Holdings Limited^ Intermediate holding company England and Wales 100%

Elderstreet Investments Limited^ AIFM to Molten Ventures VCT plc (formerly Draper Esprit plc) England and Wales 100%

Grow Trustees Limited^ Trustee of the Group’s employment benefit trust England and Wales 100%

Molten Ventures Advisors Ltd^

(incorporated 24th January 2022)

Investment Advisor to the Growth Fund England and Wales 100%

Molten Ventures (Nominee) Limited^

(formerly Draper Esprit (Nominee) Limited)

Nominee company England and Wales 100%

Encore Ventures LLP^ AIFM to the Encore Funds England and Wales 100%

Esprit Capital I (GP) Limited^ General Partner and co-invest vehicle England and Wales 100%

Esprit Capital I General Partner^ General Partner England and Wales 100%

Esprit Capital II GP Limited† General Partner Cayman Islands 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† General Partner Cayman Islands 100%

Encore I GP Limited† 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^ Dormant England and Wales 100%

Esprit Capital III MLP LLP^ Intermediate holding company England and Wales 100%

Esprit Capital III GP Limited^ General Partner (dormant) England and Wales 100%

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

138 139moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

4. Significant accounting policies continued

Subsidiaries

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 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 interests based on their respective ownership

interests.

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.

Associates

Associates are all entities over which the Group has significant influence, but not control or joint control. This is generally the case where the Group

holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially

being recognised at cost. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise

the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive

income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term

receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. The carrying

amount of equity-accounted investments is tested for impairment where there are indications that the carrying value may no longer be recoverable.

Following the acquisition of the remaining interest in Elderstreet Holdings Limited on 9 February 2021, no associates are recognised in the consolidated

financial statements. For related undertakings held at fair value through profit or loss, refer to Note 17.

Investment entity

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 15. Exit strategies for the portfolio vary depending for 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 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 subsidiary, Molten Ventures (Ireland) Limited, 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 discussed

above. 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 at fair value through profit or loss.

The below is a list of entities that are controlled and not consolidated but held as investments at fair value through profit or loss on the consolidated

balance sheet.

Name of undertaking Principal activity Country of incorporation % ownership

Molten Ventures (Ireland) Limited

Investment entity Republic of Ireland

100%

• Esprit Capital III LP

Limited partnership pursuant to which the Group

makes certain investments

England and Wales 100%

• Esprit Capital III (B) LP

Limited partnership pursuant to which the Group

makes certain investments

England and Wales 100%

• Esprit Capital IV LP

Limited partnership pursuant to which the Group

makes certain investments

England and Wales 100%

− DFJ Europe X LP

Limited partnership pursuant to which the Group

makes certain investments

Cayman Islands 100%

• Esprit Investments (1) LP

Limited partnership pursuant to which the Group

makes certain investments

England and Wales 100%

• Esprit Investments (2) LP

Limited partnership pursuant to which the Group

makes certain investments

England and Wales 100%

Esprit Investments (1) (B) LP

Limited partnership pursuant to which the Group

makes certain investments

England and Wales 100%

• Seedcamp Holdings LLP

Limited liability partnership pursuant to which the

Group makes certain investments

England and Wales 100%

− Seedcamp Investments LLP

Limited liability partnership pursuant to which the

Group makes certain investments

England and Wales 100%

− Seedcamp Investments II LLP

Limited liability partnership pursuant to which the

Group makes certain investments

England and Wales 100%

Esprit Investments (2) (B) LP

Limited partnership pursuant to which the Group

makes certain investments

England and Wales 100%

• SC_4_OF1 LP

Limited partnership pursuant to which the

Group holds certain investments

England and Wales 100%

32 Molesworth Street, Dublin 2, Ireland, D02 Y512

20 Garrick Street, London, England, WC2E 9BT

c/o Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

16 Great Queen Street, London, England, WC2B 5AH

35 New Bridge Street, London, England, EC4V 6BW

Limited partnerships (co-invest and carried interest)

Carried interest vehicles / 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(x) and held at FVTPL, which equates to the net asset value attributable to the

Group, in the statement of financial position in line with our application of IFRS 10 for investment entities. The vehicles in question are as follows:

Name of undertaking Principal activity Country of incorporation

Encore I GP LP^ General partner Cayman Islands

Esprit Capital II Founder LP^ Co-investment limited partnership Cayman Islands

Esprit Capital II Founder 2 LP^ Co-investment limited partnership Cayman Islands

Encore I Founder LP^ Co-investment limited partnership Cayman Islands

Encore I Founder 2014 LP^ Co-investment limited partnership Cayman Islands

Encore I Founder 2014-A LP^ Co-investment limited partnership Cayman Islands

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 Ventures Growth I Special Partner LP* Carry vehicle Scotland

Molten Ventures Growth SP GP LLP† Carry vehicle England and Wales

^ c/o Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

* 50 Lothian Road, Festival Square, Edinburgh, Scotland, EH3

† 20 Garrick Street, London, WC2E 9BT

140 141moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

4. Significant accounting policies continued

Each carry vehicle indirectly hold interests in a vintage of investments within our portfolio with the purpose of producing profits for distribution amongst

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.

Legacy funds

The Group continues to manage three legacy funds, Esprit Fund 1, Esprit Fund 2, Esprit Fund 3(i), and their general partners are consolidated within the

Group. These funds are in run-off. The Group does not have any direct beneficial interests in the assets owned by these funds and the Group is not

exposed to variable returns from these funds. Management considers 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 manager

(Esprit Capital Partners LLP, subsidiary to Molten Ventures plc) has the power to influence the returns generated by the fund, the Group does not have an

interest in their returns. As a result, the Group is not deemed to control these managed funds and they are not consolidated.

The legacy funds have the following details:

Esprit Fund 1 : Esprit Capital I Fund No.1 Limited Partnership and Esprit Capital I Fund No.2 Limited Partnership - c/o Molten Ventures plc, 20 Garrick

Street, London WC2E 9BT.

Esprit Fund 2 : Esprit Capital II L.P. - c/o Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Esprit Capital 3(i) : Esprit Capital Fund III(i) LP and Esprit Capital Fund III(i) A LP - c/o Maples Corporate Services Limited at PO Box 309, Ugland House,

Grand Cayman, KY1-1104, Cayman Islands.

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 funds)

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, and

Draper Esprit EIS (renamed Molten Ventures EIS post-period end).

VCT funds : Molten Ventures VCT plc - 6th Floor St Magnus House, 3 Lower Thames Street, London, England, EC3R 6HD.

Audit exemption for members of the Group

The following entities are included in the parent’s consolidated accounts. 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 accounts under section 475 of the Companies Act 2006.

Esprit Capital Holdings Limited, Esprit Capital I (CIP) Limited, Molten Ventures (Nominee) Limited, Esprit Nominees Limited, Grow Trustees Limited, Esprit

Capital III MLP LLP, Esprit Capital III GP Limited, Esprit Capital I GP Limited, Esprit Capital III Founder GP Limited, Elderstreet Holdings Limited, Encore I GP

Limited, Encore I Founder GP Limited, Esprit Capital I General Partner, Esprit Capital III GP LP.

Esprit Foundation

The Esprit Foundation was set up during the year. Molten Ventures plc is sole member. 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. No activity took place in the

year ending 31 March 2022. 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 the three Trustees of the Esprit Foundation and is also an Executive Director on the Board of Molten

Ventures plc.

c) Operating segment

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 resource.

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 is 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

(except for the Legacy funds - see below) 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 £15.0 million). Although the managers

of our EIS funds, VCT funds and plc funds have a 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.

Legacy funds – the legacy funds (Esprit Capital I Fund No 1 LP, Esprit Capital Fund No 2 LP, Esprit Capital II LP, Esprit Capital IIIi Fund LP and Esprit Capital

IIIiA fund LP) continue to be managed by the Group (Esprit Capital Partners LLP). These funds are in run-off. Although the investments held within these

funds are not consistent with the rest of the investment portfolio (although there has been some cross-over in the past), they are similar in nature and the

Group does not earn material revenue (neither is material expenditure incurred) from the management of these funds which would meet the quantitative

thresholds set out in IFRS 8. Management does not believe that separate disclosure of information relating to the legacy funds would be useful to users

of the financial statements.

As such and as the Group’s investment portfolio represents a coherent and diversified portfolio with similar economic characteristics, the individual

investments and funds have been aggregated into a single operating segment.

The majority of the Group’s revenues are not from interest, and the chief operating decision maker 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, there is

accordingly one reportable segment under the provisions of IFRS 8.

d) Revenue recognition

Revenue is comprised of management fees from EIS/VCT funds, as well as performance fees and promoter fees. Priority Profit Share/management fees

are also generated from management fees charged on the funds underlying the plc fund. 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 measured at the fair value

of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts,

VAT and other sales-related taxes. All revenue from services is generated within the UK and is stated exclusive of value added tax. Revenue from services

comprises:

i. Fund management services

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. Portfolio 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

companies. Revenues are recognised as services are provided.

iii. Performance fees

Performance fees are earned on a percentage basis on returns over a hurdle rate in the statement of comprehensive income. 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.

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 fees relate.

f) Business combinations

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 profit or loss immediately.

142 143moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

4. Significant accounting policies continued

g) Goodwill and other intangible assets

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 that existed at the acquisition date.

Other intangible assets

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 are applied:

i. Encore Ventures LLP: 8 years

ii. Elderstreet Investments Limited: 3 years.

h) Impairment

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 carrying amount where there has been a change in estimates

used for the calculation of the recoverable amount.

i) Foreign currency

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 profit and loss.

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 on the

reporting date. Income and expense items are translated at the average exchange rates for the period.

j) Financial assets

All financial assets are recognised and derecognised on a trade date where the purchase or sale of a financial asset is under a contract whose terms

require delivery of the financial asset within the timeframe established by the market concerned and are 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.

Financial assets through profit or loss

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 that its investment interests referred to in Note 4(b) are appropriately designated as at FVTPL as they meet criteria (b) above.

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 intangible assets, deferred tax, property, plant and equipment, trade and most other

receivables, and cash and cash equivalents in the consolidated statement of financial position.

k) Financial liabilities

The Group’s financial liabilities may include borrowings, and trade and other payables. All of the Group’s financial liabilities are measured at amortised cost.

Trade and other payables

Trade and other payables are recognised and derecognised on a trade date where the purchase or sale of a financial asset is under a contract whose

terms require delivery of the financial asset within the timeframe established by the market concerned and are initially measured at fair value, plus

transaction costs.

Financial liabilities are measured subsequently at amortised cost using the effective interest method. All interest-related charges and, if applicable,

changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or financeincome.

Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost using the

effective interest rate method. All interest-related charges are reported in profit or loss and are included within finance costs or finance income.

l) Provisions

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 obligation.

m) Share capital

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.

Shares held by Molten Ventures Employee Benefit Trust are held at cost and disclosed as own shares and deducted from other equity.

n) Defined contribution scheme

Contributions to the defined contribution pension scheme are charged to the consolidated statement of comprehensive income in the years to which

they relate.

o) Share-based payments

Where 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.

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

principles in Note 4.

p) Leased assets

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. At inception or on reassessment of a contract that contains a lease

component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which

comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs

incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset, less any lease incentives received. The

right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of

the right-of-use asset or the end of the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the

interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. The lease liability is measured

at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments. When the lease liability is

remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in the profit or loss if the carrying

amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets that do not meet the definition of investment property in “property, plant and equipment” and lease liabilities in

“financial liabilities” in the statement of financial position.

144 145moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

4. Significant accounting policies continued

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases

of low-value assets, including IT equipment. The Group would recognise the lease payments associated with these leases as an expense on a straight-

line basis over the lease term.

q) Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity Shareholders, this is when the dividend is paid.

In the case of final dividends, this is when the dividend is approved by the Shareholders at the AGM.

r) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

s) Deferred tax

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 levied by the same

taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

t) 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 period, with the effect of any changes in

estimate accounted for on a prospective basis. See (p) above for PPE relating to right-of-use assets resulting from leases.

u) Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, deposits at bank and highly liquid investments with a term of no more than 90 days that are readily

convertible into known amounts of cash and that are subject to an insignificant risk of changes in value. Where they are not readily convertible into known

amounts of cash, they will be reflected as restricted cash on the consolidated statement of financial position.

v) Financial instruments

Financial assets and financial liabilities are recognised in the consolidated balance sheet when the Group becomes a party to the contractual provisions of

the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of

financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the

financial assets or financial liabilities, as appropriate, on initial recognition.

w) Interest income

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 to the principal

outstanding and at the effective interest rate applicable.

x) Carried interest

The Company has established carried interest plans for the Executive Directors (see associated note below), 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 operates in respect of investments made during a 24-month period and related follow-on investments made for a further

36-month period. From 1 April 2020 the carried interest plan 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.

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. Where the Group has a holding in the carried interest, this is recognised at FVTPL.

y) Fair value movement

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 actual prices that would be achieved in an arm’s

length transaction at the reporting date (See Note 5(a)).

z) Exceptional items

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 recur and are

shown separately on the face of the consolidated statement of comprehensive income.

5. Critical accounting estimates and judgements

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 2022.

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 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 German or 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.

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 outlined below and these

valuations will be adjusted by the Group where necessary based on the Group valuation policy for valuing portfolio companies.

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 International Private Equity and Venture Capital Valuation Guidelines as well as the IPEV

Board, Special Valuation Guidance issued on 31 March 2020 in response to the COVID-19 crisis (“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. Recent transactions may include post-year-end as well as pre-year-end transactions depending on the nature and timing of these transactions.

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) 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.

146 147moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

5. Critical accounting estimates and judgementscontinued

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 2022 and 31 March 2021 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.

Where a fair value cannot be estimated reliably, the investment is reported at the carrying value at the previous reporting date unless there is evidence

that the investment has since been impaired.

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 28 for information on unobservable inputs used and sensitivity analysis on

investments held at fair value through profit or loss.

Judgement:

b) 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 3(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.

See Note 4(b) for further details on the consolidation status of entities.

6. Changes in gains on investments held at fair value through profit or loss

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Changes in unrealised gains on investments held at fair value through profit or loss 217.6 183.6

Changes in realised gains on investments held at fair value through profit or loss 95.9 143.9

Net foreign exchange gain/(loss) on investments held at fair value through profit or loss 15.9 (51.2)

Total movements on investments held at fair value through profit or loss 329.4 276.3

7. Fee income

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

31 March 2022

£’m

Year ended

31 March 2021

£’m

Management fees 17.8 12.5

Performance fees 2.5 –

Promoter’s fees 1.4 –

Directors’ and other fees 0.1 –

Total fee income 21.8 12.5

8. General administrative expenses

Administrative expenses comprise:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

General employee and employee related expenses (Note 9) 11.9 10.0

Legal and professional 2.5 1.4

Performance fees payable 2.0 0.1

Marketing expenses 1.1 0.7

Building costs and rates 0.4 0.4

Travel expenses 0.3 0.1

IT expenses 0.3 0.1

Listing fees 0.2 0.1

Other administrative costs 0.8 0.9

Total administrative expenses 19.5 13.8

9. Employee and employee-related expenses

Employee benefit expenses (including Directors) comprise:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Wages and salaries 9.0 7.6

Defined contribution pension costs 0.8 0.7

Benefits (healthcare and life assurance) 0.3 0.2

Recruitment costs 0.2 –

Social security contributions and similar taxes 1.6 1.5

General employee and employee-related expenses 11.9 10.0

Share-based payment expense arising from Company share option scheme 3.7 1.5

Total employee benefit expenses 15.6 11.5

Infrastructure comprises finance, marketing, human resources, legal, IT, and administration.

The monthly average number of persons (including Executive and Non-Executive Directors) employed by the Group during the year was:

Year ended

31 March 2022

Number

Year ended

31 March 2021

Number

Executive Directors 3 3

Non-Executive Directors 4 3

Investment 16 12

Infrastructure 25 19

Total 48 37

At 31 March 2022, there were 5 Non-Executive Directors (31 March 2021: 3).

10. Auditors’ remuneration

The profit for the year has been arrived at after charging:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Fees paid to the Company’s auditor for the audit of the Company and Group consolidated financial statements 0.3 0.2

Fees payable to the Company’s auditors and associates for other services:

Audit of the financial statements of the subsidiaries and related undertakings 0.1 0.1

Audit-related assurance services 0.1 –

Non-audit services 0.3 –

Total fees payable to the Company’s auditors 0.8 0.3

Audit-related assurance services paid to the Company’s auditors in the year were £18k related to CASS reporting to the FCA in respect of certain subsidiaries

(for the year ended 31 March 2021: £17k), £46k in respect of the review of the Group’s interim financial statements (for the year ended 31 March 2021: £27k).

Non-audit services paid to the Company’s Auditors in the year were, £305k in respect of reporting accountant services (for the year ended 31March 2021:

£Nil) and £Nil in respect of ESG advisory work (for the year ended 31 March 2021: £31k).

148 149moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

11. Net finance income/(expense)

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Interest on leases (Note 22(i))

(0.1) (0.1)

Interest and expenses on loans and borrowings

(1.3) (2.0)

Net foreign exchange loss

– (3.3)

Finance expense

(1.4) (5.4)

Interest income on cash and cash equivalents

0.2 0.2

Net foreign exchange gain

1.6 –

Finance income

1.8 0.2

Net finance income/(expense) 0.4

(5.2)

12. Income taxes

The charge to tax, which arises in the Group and the corporate subsidiaries included within these financial statements, is:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Current tax expense

Current tax on profits for the year

– 0.3

Adjustments for under/(over) provision in prior years

(0.1) –

Total current tax expense

(0.1) 0.3

Deferred tax expense

Arising on business combinations

– –

Prior year correction on deferred tax

(20.5) –

Movement on deferred tax

(3.7) (0.3)

Total deferred tax (expense)/benefit

(24.2) (0.3)

Income tax expense (24.3)

–

The UK standard rate of corporation tax is 19% (for the year ended 31 March 2021: 19%). From 1 April 2023, the UK rate of corporation tax will rise to 25%

for companies with profits greater than £250,000. The UK rate of corporation tax will remain 19% for companies with profits of not more than £50,000,

with marginal relief for profits of up to £250,000. It is anticipated that Molten Ventures plc will have profits of greater than £250,000 in FY24, and

therefore in FY24 a corporation tax rate of 25% is anticipated to apply. 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/(loss) for the year before tax are as follows:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Profit for the year before tax

325.0 267.4

Tax at the UK tax rate of 19% (2021: 19%)

61.8 50.8

Taxable gains

1.1 –

Gains on investments

(62.6) (50.7)

Prior year correction on deferred tax

20.5 -

Movement on deferred tax

3.7 0.3

Other

(0.2) (0.4)

Income tax expense 24.3

–

13. Earnings per share and net asset value

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 per ordinary share

Profit after tax

£’m

No. of shares

Pence

per share

For the year ended 31 March 2022

300.7 150.1 200

For the year ended 31 March 2021

267.4 128.9 208

Diluted earnings per ordinary share

Profit after tax

£’m

No. of shares

Pence

per share

For the year ended 31 March 2022

300.7 151.9 198

For the year ended 31 March 2021

267.4 129.7 206

The basic number of shares is 150.1m (FY21: 128.9m). This has been adjusted to calculate the diluted number of shares by accounting for options of 1.8m in the year

(FY21:0.8m) to get to the diluted number of shares of 151.9m (FY21: 129.7m).

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 asset value per ordinary share

Netassets

£’m

No. of shares

Pence

per share

As at 31 March 2022

1,433.8 153.0 937

At at 31 March 2021

1,033.1 139.1 743

Diluted net asset value per ordinary share

Netassets

£’m

No. of shares

Pence

per share

As at 31 March 2022

1,433.8 154.9 926

As at 31 March 2021

1,033.1 140.0 738

The basic weighted average number of shares is 153.0m (FY21: 139.1m). This has been adjusted to calculate the diluted weighted average number of shares by accounting

for options of 1.9m in the year (FY21: 0.9m) to get to the diluted weighted average number of shares of 154.9m (FY21: 140.0m).

14. Share-based payments

Date of

Grant

b/f

1 April 2021

(No.)

Granted in

the year

(No.)

Lapsed in

the year

(No.)

Exercised

in the year

(No.)

c/f

31 Mar 2022

(No.)

Approved

options

Vesting

period

Exercise

Price

(pence)

Fair value

per granted

instrument

(pence)

Molten Ventures plc 2016

Company Share Option

Scheme (“CSOP”)

28-Nov-16 612,959 – – (90,540) 522,419 25,350 3 years 355 64.1

28-Nov-16 101,685 – – (101,685) – – 3 years 355 89.3

11-Nov-17 120,000 – – – 120,000 8,356 3 years 359 89.8

28-Nov-17 407,007 – – (100,623) 306,384 – 3 years 387 70.9

28-Nov-17 77,344 – – (77,344) – – 3 years 387 97.9

30-Jul-18 842,550 – – (178,100) 664,450 – 3 years 492 152.9

30-Jul-18 102,750 – – (102,750) – – 3 years 492 186.4

12-Feb-19 735,302 – – (178,434) 556,868 – 3 years 530 67.8

12-Feb-19 75,000 – – (75,000) – – 3 years 530 95.2

26-Nov-19 200,000 – – – 200,000 – 3 years 467 71.5

29-Jun-20 200,000 – – – 200,000 – 3 years 449 81.2

26-Jul-21 – 56,314 (3,044) – 53,270 – 1 year 1 986.0

Molten Ventures plc Long-

Term Incentive Plan (“LTIP”)

29-Jun-20 581,696 – (20,119) – 561,577 – 3 years 1 449.0

16-Jul-21 – 581,212 (20,325) – 560,887 – 1 year 1 940.0

Total

4,056,293 637,526 (43,488) (904,476) 3,745,855 33,706

150 151moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

14. Share-based paymentscontinued

Both the CSOP and LTIP are, as of 31 March 2022, 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 25(i)). Of the 0.9 million options exercised during the year, none were satisfied with new ordinary shares

issued by Molten Ventures plc (FY21: 1.4 million options exercised with 0.4 million satisfied with new ordinary shares issued) (see Note 24).

For share options granted under the CSOP, the Black-Scholes Option Pricing Model has been used for valuation purposes. All options are settled in

shares. Volatility is expected to be in the range of 20-30% based on an analysis of the Company’s and peer group’s share price. The risk-free rates used

were taken from zero coupon United Kingdom government bonds on a term consistent with the vesting period. There are no non-market performance

conditions attached to the share options granted under the CSOP.

Share options granted during the year under the LTIP vest if certain performance standards are met. The amount of options that will vest depends on

performance conditions included within the agreement relating to realisations, assets under management, and Total Shareholder Return. These options

are granted under the plan for no consideration and are granted at a nominal value of 1 pence. All options are settled in shares. The fair value of the LTIP

shares will be 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 2022 we are currently on target for LTIPs.

The share-based payment charge for the year is £3.7 million (year ended 31 March 2021: £1.5 million).

15. Intangible assets

Year ended 31 March 2022

Goodwill

£’m

Customer

contracts

£’m

Total

£’m

Cost

Cost carried forward as at 1 April 2021 10.4 1.1 11.5

Additions during the period – – –

Cost as at 31 March 2022 10.4 1.1 11.5

Accumulated amortisation

Amortisation carried forward as at 1 April 2021 – (0.6) (0.6)

Charge for the period – (0.2) (0.2)

Accumulated amortisation as at 31 March 2022 – (0.8) (0.8)

Net book value:

As at 31 March 2022 10.4 0.3 10.7

Year ended 31 March 2021

Goodwill

£’m

Customer

contracts

£’m

Total

£’m

Cost

Cost carried forward as at 1 April 2020 9.7 0.8 10.5

Acquisition of business 0.7 0.3 1.0

Cost as at 31 March 2021 10.4 1.1 11.5

Accumulated amortisation

Amortisation carried forward as at 1 April 2020 – (0.4) (0.4)

Charge for the year – (0.2) (0.2)

Accumulated amortisation as at 31 March 2021 – (0.6) (0.6)

Net book value:

As at 31 March 2021 10.4 0.5 10.9

In FY21, goodwill of £0.7 million arose on the step acquisition of all issued share capital in Elderstreet Holdings Limited. Elderstreet Holdings Limited is the holding company

of Elderstreet Investments Limited, a VCT manager incorporated in the UK, on 9 February 2021 and represents the value of the acquired expertise and knowledge of the

Investment Team. The Directors have identified the fund managers as the cash-generating unit (“CGU”) being the smallest group of assets that generates cash inflows

independent of cash flows from other assets or groups of assets. The fund managers are responsible for generating dealflow and working closely with the investee

companies to create value and maximise returns for the Group. The Group tests goodwill annually for impairment comparing the recoverable amount using value in use

calculations and the carrying amount. Value in use calculations are based on future expected cash flows generated by the CGU fee income from management fees over the

next three years with reference to the most recent financial budget and forecasts. A three-year cash flow period was deemed appropriate for value in use calculation given

the terms of the Investment Management Agreement. The key assumptions for the value in use calculations are the discount rate using pre-tax rates that reflect the current

market assessments of the time value of money and risks specific to the CGU. The internal rate of return (“IRR”) will be based on past performance and experience.

In FY21, an intangible asset of £0.3 million was recognised in respect of the anticipated profit from the participation in Elderstreet Investments Limited following the

acquisition of the remaining issued share capital the Group did not previously own on 9 February 2021.

The amortisation charge for the year is shown in the “depreciation and amortisation” line of the consolidated statement of comprehensive income.

16. Financial assets held at fair value through profit or loss

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 28. 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

31 March 2022

£’m

Year ended

31 Mar 2021

£’m

As at 1 April

867.1 657.3

Investments made in the period

311.2 128.0

Investments settled in shares

– –

Loans repaid from underlying investment vehicles

(126.3) (206.3)

Carry external

13.5 –

Non-investment cash movement

15.9 11.8

Unrealised gains on the revaluation of investments

329.4 276.3

As at 31 March 1,410.8

867.1

Investments and loans made in the period/year are amounts the Group 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.

In FY21, there is a difference between the movement in the loans made to underlying investment vehicle in Note 16 and in the statement of cash flows. This difference is

due to the fact that in FY21 the Company loaned £3.7 million to Esprit Capital Fund No 1 & No 2 LP. The loan was repaid during the year ending 31 March 2021. For further

details, see Note 30.

17. Related undertakings

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.

Name Address Principal activity Type of shareholding

Interest FD category*

at reporting date/

partnership interest

Ravenpack Holding AG Churerstrasse 135,

CH-8808 Pfäffikon, Switzerland

Trading company Ordinary shares

Preference shares

FinalCAD 4, rue Jules Lefebvre 75009 Paris Trading company Ordinary shares

Preference shares

Allplants Ltd Solar House, 282 Chase Road,

London, United Kingdom, N14 6NZ

Trading company Ordinary shares

Preference shares

Earlybird GmbH & Co.

Beteiligungs-KG IV

c/o Earlybird Venture Capital,

Maximilianstr. 14, 80539, München

Limited partnership pursuant to which

the Group holds certain investments

Partnership interest 27%

Earlybird Special

Opportunities LP

c/o Earlybird Venture Capital,

Maximilianstr. 14, 80539, München

Limited partnership pursuant to which

the Group holds certain investments

Partnership interest 35%

Earlybird DWES Fund VI

GmbH & Co. KG

c/o Earlybird Venture Capital,

Maximilianstr. 14, 80539, München

Limited partnership pursuant to which

the Group holds certain investments

Partnership interest 57%

*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%.

Details of the fair value of the core companies are detailed as part of the Gross Portfolio Value table on page 46.

Below sets out the latest publicly available accounts for the related undertakings above. These reflect the net asset and profit or loss position. These relate

to historic periods. No other publicly available accounts for the related undertakings above are available.

• Allplants Ltd: Net assets at 31 August 2020 of £2.9 million and a loss for the 12 month period ending 31 August 2020 of £5.2 million. The numbers in

these accounts are unaudited.

152 153moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

18. Property, plant and equipment

Year ended 31 March 2022

Right-of-use

assets

£’m

Leasehold

improvements

£’m

Computer

equipment

£’m

Total

£’m

Cost

Cost carried forward as at 1 April 2021 1.6 0.8 0.1 2.5

Additions during the period – – 0.1 0.1

Disposals during the year – – – –

Cost as at 31 March 2022 1.6 0.8 0.2 2.6

Accumulated depreciation

Depreciation carried forward as at 1 April 2021 (0.7) (0.4) – (1.1)

Charge for the period (0.3) (0.2) (0.1) (0.6)

Disposals during the year – – – –

Accumulated depreciation as at 31 March 2022 (1.0) (0.6) (0.1) (1.7)

Net book value:

As at 31 March 2022 0.6 0.2 0.1 0.9

Year ended 31 March 2021

Right-of-use

assets

£’m

Leasehold

improvements

£’m

Computer

equipment

£’m

Total

£’m

Cost

Cost carried forward as at 1 April 2020 1.6 0.7 0.1 2.4

Additions during the period – 0.1 – 0.1

Disposals during the year – – – –

Cost as at 31 March 2021 1.6 0.8 0.1 2.5

Accumulated depreciation

Depreciation carried forward as at 1 April 2020 (0.3) (0.3) – (0.6)

Charge for the period (0.3) (0.2) – (0.5)

Disposals during the year – – – –

Accumulated depreciation as at 31 March 2021 (0.6) (0.5) – (1.1)

Net book value:

As at 31 March 2021 1.0 0.3 0.1 1.4

The depreciation charge for the year is shown in the “depreciation and amortisation” line of the consolidated statement of comprehensive income.

For further information on right-of-use assets, please see the leases note – Note 22(i).

19. Operating segments

The Group follows the accounting policy on operating segments laid out in Note 4(c).

20. Trade and other receivables

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Trade receivables

1.1 2.5

Other receivables and prepayments

1.7 1.2

Total 2.8

3.7

Expected credit losses for these receivables are expected to be immaterial.

The ageing of trade receivables at reporting date is as follows:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Not past due

1.0 0.7

Past due 1-30 days

– 0.8

Past due 31-60 days

– 0.7

More than 60 days

0.1 0.3

Total 1.1

2.5

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 collateral as

security.

21. Trade and other payables

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Trade payables

(0.5) (0.6)

Other taxation and social security

(0.5) (0.4)

Other payables

(1.9) (0.2)

Accruals and deferred income

(11.1) (8.2)

Accrued tax expense

(0.3) (0.3)

Total (14.3)

(9.7)

All trade and other payables are short term.

22. Financial liabilities

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Current liabilities

Leases

(0.4) (0.3)

Loans and borrowings

– –

Total current financial liabilities

(0.4) (0.3)

Non-current liabilities

Leases

(0.3) (0.7)

Loans and borrowings

(29.7) 0.4

Total non-current financial liabilities

(30.0) (0.3)

Total (30.4)

(0.6)

154 155moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

22. Financial liabilities continued

The below table shows the changes in liabilities from financing activities.

Borrowings

£’m

Leases

£’m

At 1 April 2020 (44.6) (1.4)

Capitalisation of costs 0.3 –

Amortisation of costs (0.3) –

Drawdowns – –

Repayment of debt 45.0 –

Other changes - Interest payments (presented as cash flows) – –

Payment of lease liabilities – 0.4

At 31 March 2021 0.4 (1.0)

Capitalisation of costs 0.3 –

Amortisation of costs (0.4) –

Drawdowns (30.0) –

Repayment of debt – –

Other changes - Interest payments (presented as cash flows) – (0.1)

Payment of lease liabilities – 0.4

At 31 March 2022

(29.7)

(0.7)

22 (i). 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.

i. Amounts recognised on the consolidated statement of financial position

Right-of-use assets

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Property

0.6 1.0

Total 0.6

1.0

Lease liabilities

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Current

(0.4) (0.3)

Non-current

(0.3) (0.7)

Total (0.7)

(1.0)

Additions to the right-of-use assets during the year ending 31 March 2022 were £Nil (year ending 31 March 2021: £Nil).

ii. Amounts recognised in the consolidated statement of comprehensive income

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Interest on lease liabilities

(0.1) (0.1)

Depreciation charge for the period on right-of-use assets (0.3)

(0.3)

The total cash outflow for leases in the year ending 31 March 2022 was £0.4 million (year ending 31 March 2021: £0.4 million).

22 (ii). Loans and borrowings

In May 2021, the Company’s existing revolving credit facility with Silicon Valley Bank and Investec (“the Financiers”) was extended by £5.0 million to £65.0

million with a maturity of June2024. The Company incurred costs of £0.3 million in respect of the increase and extension of the facility during the period,

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 (see Note 11). The bank loans are secured on agreed

assets of the Group within the asset class of investments, updated as agreed with the Financiers from time to time, and are subject to customary financial

and non-financial covenant conditions with which the Group must comply.

The facility agreement contains financial and non-financial covenants.

a. There must be a minimum of ten core investments at all times (core investments are not defined in the same way as in this Annual Report

(as it is more broadly defined));

b. The ratio of the NAV of all investments (as defined in the agreement) to original investment cost should not be less than 1.1:1.0 at any time; and

c. The ratio of the NAV (as defined in the agreement) plus amounts in the collateral account to financial indebtedness (as defined in the agreement)

should not be less than 10:1 at any time.

In addition, the borrowing base (as defined in the agreement) must exceed the facility amount.

The debt facility is repayable on maturity (June 2024) but may become repayable earlier under certain conditions, including it becoming unlawful for

Molten Ventures plc to perform any of its obligations per the legal agreement, voluntary cancellation of the loan, the principal outstanding on the loan

exceeding the facility limit, or the principal outstanding exceeding the maximum permitted amount. As collateral for interest payments, an amount

equal to the aggregate amount of interest costs due for the coming six months, all being equal, must be held in an Interest Reserve Account at all times.

The balance of this at 31 March 2022 was £2.3 million (31 March 2021: £2.3 million) and is reflected on the consolidated statement of financial position as

restricted cash.

As at 31 March 2022, the Company has drawn down £30.0 million of the £65.0 million facility (31 March 2021: £Nil of the £60.0 million facility)

31 Mar 2022

£’m

31 Mar 2021

£’m

Bank loan senior facility amount 65.0 60.0

Interest rate

BOE base rate

+ 6.25%

BOE base rate

+ 6.75% /

7.50% floor

Drawn at balance sheet date (30.0) –

Arrangement fees 0.3 0.4

Loan liability balance (29.7) 0.4

Undrawn facilities at balance sheet date 35.0 60.0

23. 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:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Arising on share-based payments 1.6 –

Deferred tax asset 1.6 –

Arising on business combination (0.1) (0.1)

Arising on co-invest and carried interest (0.3) (0.6)

Arising on the investment portfolio (25.6) –

Other timing differences (0.1) 0.3

Deferred tax liability (26.1) (0.4)

At the end of the period (24.5) (0.4)

24. Share capital and share premium

Ordinary share capital

31 March 2022 - Allotted and fully paid Number Pence £’m

As at 1 April

139,097,075 1 1.4

Issue of share capital during the year for cash

13,902,778 1 0.1

As at 31 March 152,999,853 1 1.5

In June 2021, the Company raised gross proceeds of £111.2 million at a placing price of 800 pence per share by way of a placing of 13,902,778 new ordinary shares.

156 157moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

24. Share capital and share premium continued

31 March 2021 - Allotted and fully paid Number Pence £’m

As at 1 April

118,918,124 1 1.2

Issue of share capital during the year for share options being exercised

359,131 1 –

Issue of share capital during the year for cash

19,819,820 1 0.2

As at 31 March

139,097,075 1 1.4

Between August 2020 and March 2021, 359,131 new 1 pence ordinary shares were issued in association with share options being exercised.

In October 2020, the Company secured commitments to raise gross proceeds of £110.0 million at a placing price of 555 pence per share by way of a conditional placing of

19,819,820 new ordinary shares.

Share premium

Allotted and fully paid

Year ended

31 Mar 2022

£’m

Year ended

31 Mar 2021

£’m

As at 1 April

508.3 400.7

Premium arising on the issue of ordinary shares

111.2 111.1

Equity issuance costs

(3.6) (3.5)

As at 31 March 615.9

508.3

There is a difference between the share premium balance sheet movement and cash flow movement. This difference results from the fact that, in respect of shares issued

for share options exercised during FY21, the cash is the market value of shares, whereas the amount recognised in share premium is the exercise price less share capital.

The movement on share premium during the year ending 31 March 2022 has arisen as a result the issue of 13,902,778 ordinary shares issued by way of a conditional placing

in June 2022. The movement on share premium during the year ending 31 March 2021 has arisen as a result of 359,131 ordinary shares issued in association with share

options being exercised during the year and the issue of 19,819,820 ordinary shares issued by way of a conditional placing in October 2020.

25. Own shares and other reserves

i. Own shares reserve

Own shares are shares held in Molten Ventures plc that are held by Molten Ventures Employee Benefit Trust (“Trust”) for the purpose of issuing shares

under the Molten Ventures plc 2016 Company Share Options Plan and Long-Term Incentive Plan. Shares issued to employees are recognised on a

weighted average cost basis. The Trust holds 0.61% of the issued share capital at 31 March 2022.

Year ended 31 Mar 2022 Year ended 31 Mar 2021

No. of shares

m £’m

No. of shares

m £’m

As at 1 April

(0.1) (0.3) – –

Acquisition of shares by the Trust

(0.8) (8.0) (0.3) (2.3)

Disposal or transfer of shares by the Trust*

– 0.1 0.2 2.0

As at 31 March (0.9) (8.2)

(0.1) (0.3)

*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 shares in the year ending 31 March 2022 were £Nil (year ending 31 March 2021: £1.6 million).

ii. Other reserves

The following table shows a breakdown of the “other reserves” line in the consolidated interim 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.

Year ending 31 March 2022

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

13.1 2.3 10.8 26.2

Share-based payments

– 3.7 – 3.7

Share-based payments – exercised during the year

– (1.0) – (1.0)

As at 31 March 13.1 5.0 10.8 28.9

Year ending 31 March 2021

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

13.1 2.3 10.8 26.2

Share-based payments

– 0.8 – 0.8

Share-based payments – exercised during the year

– (0.8) – (0.8)

As at 31 March

13.1 2.3 10.8 26.2

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 £80k) 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.

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 details on how

the fair value at the date of grant is recognised.

26. Adjustments to reconcile operating profit to net cash (outflow)/inflow in

operating activities

Notes

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Adjustments to reconcile operating profit to net cash (outflow)/inflow in operating activities:

Revaluation of investments held at fair value through profit or loss

6 (329.4) (276.3)

Depreciation and amortisation

15, 18 0.8 0.7

Share-based payments – resulting from Company share option scheme

14 3.7 1.5

Finance income

11 (1.8) (0.2)

Finance expense

11 1.4 5.4

Deferred tax on investment portfolio

23 25.6 –

(Increase)/decrease in trade and other receivables and other working capital movements

(0.6) 0.4

Increase/(decrease) in trade and other payables

5.5 4.1

Adjustments to reconcile operating profit to net cash (outflow)/inflow in operating activities: (294.8)

(264.4)

Please see Note 22 for the changes in liabilities from financing activities.

27. Retirement benefits

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 is included in

employment costs in the profit and loss account as appropriate.

28. Fair value measurements

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 and Note 16. As noted Note 5, valuation of unquoted equity

investments at fair value through profit or loss is a critical accounting estimate and actuals may differ from estimates. 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 FY22 (FY21: immaterial).

For further discussion of our climate-related risks, please see our TCFD and Principal Risks sections 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 2022, and 31 March 2021 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.

158 159moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

28. Fair value measurements continued

All financial instruments measured at FVTPL in FY21 and FY22 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 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 FY21 and FY22. 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 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:

Investments

Fair Value of

Investments

31-Mar-21

£m

Investments

£m

Realisations

£m

Non-

investment

cash

movement

£m

Movement

in Foreign

Exchange

£m

Movement in

Fair Value

£m

Fair Value

movement

31-Mar-22

£m

Fair Value of

Investments

31-Mar-22

£m

TotalPortfolio 981.2 311.2 (126.3) – 15.9 347.7 363.6 1,529.7

Co-Invest 2.6 – – – – (0.8) (0.8) 1.8

Gross Portfolio Value 983.8 311.2 (126.3) – 15.9 346.9 362.8 1,531.5

Carry External (97.0) – 13.5 – – (38.0) (38.0) (121.5)

Portfolio Deferred tax (20.0) – – – – 20.5 20.5 0.5

Trading carry & co-invest 0.3 – – – – – – 0.3

Non-investment cash

movement – – – 15.9 – (15.9) (15.9) –

Net Portfolio Value 867.1 311.2 (112.8) 15.9 15.9 313.5 329.4

1,410.8

Investments

Fair Value of

Investments

31-Mar-20

£m

Investments

£m

Realisations

£m

Non-

investment

cash

movement

£m

Movement

in Foreign

Exchange

£m

Movement in

Fair Value

£m

Fair Value of

movement

31-Mar-21

£m

Fair Value of

Investments

31-Mar-21

£m

Portfolio

701.1 128.0 (205.7) – (51.2) 409.0 357.8 981.2

Total

701.1 128.0 (205.7) – (51.2) 409.0 357.8 981.2

Co-Invest

1.8 – (0.6) – – 1.4 1.4 2.6

Gross Portfolio Value

702.9 128.0 (206.3) – (51.2) 410.4 359.2 983.8

Carry External

(40.6) – – – – (56.4) (56.4) (97.0)

Portfolio Deferred tax

(5.3) – – – – (14.7) (14.7) (20.0)

Trading carry & co-invest

0.3 – – – – – – 0.3

Non-investment cash

movement

– – – 11.8 – (11.8) (11.8) –

Net Portfolio Value

657.3 128.0 (206.3) 11.8 (51.2) 327.5 276.3 867.1

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 which would be due to 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. These values are calculated based on unrealised fair value of investments at reporting date at the applicable tax rate.

Trading carry & 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 2022, there were transfers out of Level 3 and into Level 1 following the listing of two investments, one is held directly

and one of which is held via our partnership with Earlybird - see below for the breakdown of investments by fair value hierarchy and (iii) below for

movements. The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period.

Fair value measurements

At 31 March 2022

Level 1

£’m

Level 2

£’m

Level 3

£’m

Total

£’m

Financial assets at fair value through profit or loss

Quoted investments 64.0 – – 64.0

Unquoted investments – – 1,465.7 1,465.7

Total financial assets 64.0 – 1,465.7 1,529.7

Fair value measurements

At 31 March 2021

Level 1

£’m

Level 2

£’m

Level 3

£’m

Total

£’m

Financial assets at fair value through profit or loss

Quoted investments 85.5 – – 85.5

Unquoted investments – – 895.7 895.7

Total financial assets 85.5 – 895.7 981.2

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

• NAV of underlying fund

• Revenue-multiple

Each portfolio company will be subject to individual assessment.

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 and 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. They are also adjusted to represent our longer-term view

of performance through the cycle of our existing assumption.

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.

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 2022 and 30 March 2021.

Level 3 valuations £’m

Opening balance at 1 April 2020 701.1

Investments 128.0

Gains 357.8

Realisations (205.7)

Unadjusted closing balance at 31 March 2021 981.2

Transfer to Level 1 (85.5)

Closing balance at 31 March 2021 895.7

Investments 309.1

Gains 435.7

Realisations (86.2)

Unadjusted closing balance at 31 March 2022 1,554.3

Transfer to Level 1 (88.6)

Closing balance at 31 March 2022 1,465.7

160 161moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

28. Fair value measurements continued

iv. Valuation inputs and relationships for fair value

The following table summarises the methodologies used by the Group to measure the fair value of Level 3 instruments:

FY22

Sensitivity – effect of % enterprise

value movement on total fair value

£’m

Investments

Fair value

£’m Valuation technique Significant input +10% -10%

Unquoted equity

806.7

Calibrated price of

recent investment

Calibrated round enterprise value – Pre and post

year-end round enterprise values have been

calibrated with appropriate discounts taken

to reflect movements in publicly listed peer

multiples, future revenue projections and timing

risk. Discounts were applied to 52% of the fair

value of investments measured at calibrated price

of recent investment. The range of discounts

taken is between 15%-89%.The weighted average

discount taken is 25%. 881.0 739.6

418.1 Market comparables

Revenue-multiples are applied to the revenue

of our portfolio companies to determine their

enterprise value.

Implied revenue-multiple – the portfolio we have

is diversified across sectors and geographies

and the companies which have valuations based

on revenue-multiples have a range of multiples

of between 0.9x-13.8x and a weighted average

multiple of 7.8x.

Revenue - we select forward revenues from our

portfolio companies mostly with reference to

financial updates in their board packs, adjusted

where required in the event we do not have

forward-looking information. 458.0 378.3

240.8 NAV of underlying fund

NAV of funds, adjusted where required – net

asset values of underlying funds reported by the

manager. These are reviewed for compliance with

our policies and are calibrated for any cash and

known valuation movements where reporting

periods do not align. 264.9 216.8

Total 1,465.7 1,603.9 1,334.7

FY21

Sensitivity – effect of % enterprise

value movement on total fair value

£’m

Investments

Fair value

£’m Valuation technique Significant input +10% -10%

Unquoted equity

450.5

Calibrated price of

recent investment

Calibrated round enterprise value – recent

round enterprise value is calibrated against

the equivalent value using a revenue-multiple

valuation methodology, amongst other factors.

Pre and post year-end round enterprise values

have been calibrated with appropriate discounts

taken to reflect movements in publicly listed peer

multiples, future revenue projections and timing

risk. 495.6 405.4

326.6 Market comparables

Revenue-multiples are applied to the revenue

of our portfolio companies to determine their

enterprise value.

Implied revenue-multiple – the portfolio we have

is diversified across sectors and geographies

and the companies which have valuations based

on revenue-multiples have a range of multiples

of between 0.6x-9.1x and a weighted average

multiple of 4.8x.

Revenue – We select revenues from our portfolio

companies mostly with reference to financial

updates in their board packs, adjusted where

required in the event we do not have forward-

looking information. 359.2 294.0

118.6 NAV of underlying fund

NAV of funds, adjusted where required – net

asset values of underlying funds reported by the

manager. These are reviewed for compliance with

our policies and are calibrated for any cash and

known valuation movements where reporting

periods do not align. 130.4 106.8

Total

895.7 985.2 806.2

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 timelines, 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 are led by the Audit, Risk and Valuations Committee

every six months, in line with the Group’s half-yearly reporting periods.

162 163moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

29. Financial instruments risk

Financial risk management

Financial risks are usually grouped by risk type: market, liquidity and credit risk. These risks are discussed in turn below.

Market risk – Foreign currency

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:

Foreign currency exposures – Investments

31 Mar 2022

£’m

31 Mar 2021

£’m

Investments– exposures in EUR

614.3 286.6

10% decrease in GBP

682.6 318.4

10% increase in GBP

558.5 260.5

Investments– exposures in USD

484.5 477.8

10% decrease in GBP

538.3 530.8

10% increase in GBP 440.5

434.4

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:

Foreign currency exposures – Cash

31 March 2022

£’m

31 March 2021

£’m

Cash denominated in EUR

24.5 40.6

10% decrease in EUR: GBP

22.0 36.5

10% increase in EUR: GBP

26.9 44.6

Cash denominated in USD

32.5 26.3

10% decrease in USD: GBP

29.3 23.6

10% increase in USD: GBP 35.8

28.9

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:

Foreign currency exposures – Equity

31 March 2022

£’m

31 March 2021

£’m

Shareholders’ Equity

1,433.8 1,033.1

10% decrease in EUR: GBP/USD : GBP

1,290.5 929.8

10% increase in EUR: GBP/USD : GBP 1,577.3

1,136.5

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 and Note

28, 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 28). 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.

Theoretical impact of a fluctuation in equity prices of +/-10% would be as follows:

Valuation methodology

Quoted equity Revenue-multiple NAV of underlying fund

Calibrated price of

recent investment

£’m -10% +10% -10% +10% -10% +10% -10% +10%

As at 31 March 2022

(6.4) 6.4 (39.8) 39.9 (24.1) 24.1 (67.2) 74.3

As at 31 March 2021

(8.6) 8.6 (32.6) 32.6 (11.8) 11.8 (45.1) 45.1

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. For further details of movements

in our quoted investments post year-end, please see the Note 35, Subsequent events. Theoretical impact of a fluctuation of +/- 20% would have the

following impact:

Valuation methodology

Quoted equity Revenue-multiple NAV of underlying fund

Calibrated price of

recent investment

£’m -20% +20% -20% +20% -20% +20% -20% +20%

As at 31 March 2022

(12.8) 12.8 (80.2) 79.7 (48.2) 48.2 (132.2) 151.4

As at 31 March 2021

(17.1) 17.1 (65.2) 65.2 (23.7) 23.7 (90.1) 90.1

Liquidity risk

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. Restricted cash includes £2.3 million of collateral for interest payments on the revolving credit facility (see Note 22). 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 loan facility and requirement for

utilisation requests is monitored as part of this process. For the contractual maturities of the Group’s liabilities see tables below.

Contractual maturities of liabilities at 31 March 2022

Less than

6 months 6-12 months

Between

1 and 2 years

Between

2 and 5 years

Total

contractual

cash flows

Carrying

amount

Trade and other payables

(13.3) (1.0) – – (14.3) (14.3)

Fees on facility

– – – – 0.3 0.3

Facility

(1.2) (1.2) (2.3) (30.3) (35.0) (35.0)

Provisions

– – (0.2) – (0.2) (0.2)

Current lease liabilities

(0.2) (0.2) – – (0.4) (0.4)

Non-current lease liabilities

– – (0.3) – (0.3) (0.3)

Total shown in the statement of financial position (14.7) (2.4) (2.8) (30.3) (49.9) (49.9)

Contractual maturities of liabilities at 31 March 2021

Less than

6 months 6-12 months

Between

1 and 2 years

Between

2 and 5 years

Total

contractual

cash flows

Carrying

amount

Trade and other payables

(8.1) (1.6) – – (9.7) (9.7)

Fees on facility

– – – – 0.4 0.4

Facility

– – – – – –

Current lease liabilities

(0.2) (0.1) – – (0.3) (0.3)

Non-current lease liabilities

– – (0.4) (0.3) (0.7) (0.7)

Total shown in the statement of financial position (8.3) (1.7) (0.4) (0.3) (10.3) (10.3)

Lease liabilities fall due over the term of the lease – see Note 22(i) for further details. The debt facility has a term of three years – for further details, see

Note 22. All other Group payable balances at balance sheet date and prior periods fall due for payment within one year.

As part of our Fund of Funds strategy, we make commitments to funds to be drawn down over the life of the fund. Projected drawdowns are monitored

as part of the monitoring process above. For further details, see Note 31.

Credit risk

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. 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 31 March is summarised below:

Classes of financial assets impacted by credit risk, carrying amounts

31 March 2022

£’m

31 March 2021

£’m

Trade and other receivables

2.8 3.7

Cash at bank and on hand

75.8 158.4

Restricted cash

2.3 2.3

Total 80.9

163.2

164 165moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

29. Financial instruments risk continued

The Directors consider that expected credit losses relating to the above financial assets are immaterial for each of the reporting dates under review

as they are of good credit quality. In respect of trade and other receivables, the Group is not exposed to significant risk as the principal customers

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 2022 and 31 March 2021 is held with the following institutions: (1) Barclays Bank plc; (2) Silicon Valley

Bank plc; (3) Investec Bank plc; and (4) EFG Private Bank Limited.

Capital management

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 balance sheet date. The Group has a revolving credit facility in place. During the year drawdowns of

£30.0 million took place, with £30.0 million drawn at 31 March 2022 (31 March 2021: no drawdowns). Please refer to Note 22(ii) for further details regarding

the revolving credit facility.

In order to maintain or adjust the capital structure, the Group may make distributions to Shareholders, return capital to Shareholders, issue new shares or

sell assets to manage cash.

Interest rate risk

The Group’s interest rate risk arises from borrowings on the £65.0 million loan facility with Silicon Valley Bank and Investec, which was entered into in June

2019. Prior to the period ending 30 September 2019, the Group did not have any borrowings. The Group’s borrowings are denominated in GBP and are

carried at amortised cost.

Drawdowns of £30.0 million were made during the year (maximum drawn during the year of £30.0 million) at an interest rate of 6.75%, rising to 7%

from 17 March 2022 – an amount of £30.0 million was drawn at 31 March 2022. Future drawdowns may be subject to a different interest rate. The facility

agreement has an interest rate calculated with reference to the Bank of England base rate (currently 1.0% at date of publication) with a margin of 6.25%.

At 31 March 2022, the agreement does not have an interest rate floor (at 31 March 2021: interest rate floor of 7.50%). If the base rate increases, the interest

charged on future drawdowns will increase.

If the Bank of England base rate had been 1.0% higher during the year to 31 March 2022 the difference to the consolidated statement of comprehensive

income would have been an increase in finance costs of £0.1 million. If the Bank of England base rate had been 1.0% higher during the year to 31 March

2022 the difference to the consolidated statement of cash flows would have been an increase in expenditure of £0.1 million.

30. Related party transactions

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.

On 30th March 2022, Molten Ventures plc entered into an agreement with Softcat plc to provide Molten Ventures plc with fractional CIO services. Karen

Slatford is both the Chair of Softcat plc’s Board and the Chair of Molten Ventures plc’s Board.

Key management personnel compensation

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 to 85.

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Wages and salaries 2.6 2.2

Short-term non-monetary benefits – -

Defined contribution pension costs 0.2 0.1

Share-based payment expense – 1.0

Social security contributions and similar taxes 0.4 0.4

Carried interest paid 2.6 0.2

Total 5.8 3.9

The details of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Directors’ Remuneration Report on page

112, 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 Note 14 for

further details.

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.

Management fees recognised in the statement of comprehensive income resulting from related party transactions

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Management fees from unconsolidated structured entities

12.7 9.2

Management fees from EIS and VCT funds 5.1

3.4

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 16 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 Capital (1) (B) LP to key management personnel in FY21 and FY22. Please see the Directors’ Remuneration Report for

further details.

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Carry payments 2.6

0.2

Performance fees

Performance fees have been paid during the year by the EIS and VCT funds to Encore Ventures LLP. At 31 March 2022, £0.8 million was unpaid (31 March

2021: £Nil).

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Performance fees 2.5

–

Loans to related parties

In addition to the above, during the year ended 31 March 2021, the Company loaned £3.7 million to Esprit Capital Fund No 1 & No 2 LP on an arm’s

length basis. The loan was repaid during the year ending 31 March 2021 along with accrued interest of £0.4 million.

166 167moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

30. Related party transactions continued

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 subsidiary, Molten

Ventures (Ireland) 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 accounts. Please see further details in the table below.

Name of undertaking Registered office Activity Holding Country

31 March 2022

£’m

31 March 2021

£’m

Esprit Investments (1) (B) LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments 100% England

18.0 12.0

Esprit Investments (2) (B) LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments 100% England

240.0 157.6

Molten Ventures (Ireland)

Limited

32 Molesworth Street,

Dublin 2, Ireland Investment entity 100% Ireland

1,121.7 670.6

Esprit Capital III LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments 100% England

50.8 71.4

Esprit Capital IV LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments 100% England

34.8 79.6

DFJ Europe X LP

c/o Maples Corporate

Services Limited at

PO Box 309, Ugland

House, Grand Cayman,

KY1-1104, Cayman

Islands

Limited Partnership pursuant to which

the Group makes certain investments 100%

Cayman

Islands

15.8 62.7

Esprit Investments (1) LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments 100% England

248.3 211.1

Esprit Investments (2) LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments 100% England 787.2

307.8

Molten Ventures (Ireland) Limited invests via the following limited partnerships: Esprit Investments (1) LP, Esprit Investments (2) LP, Esprit Capital IV LP

(which also holds investments via DFJ Europe X LP), Esprit Capital III 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 these

entities is immaterial.

31. Capital commitments

The Group makes commitments to seed 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 2022 but are not recognised as a liability on the consolidated statement of financial position:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Undrawn capital commitments

74.2 68.2

Total capital commitments 263.5

218.9

Total exposure for the Group to these seed funds (including Earlybird) is £399.5 million of investments (31 March 2021: £328.8 million).

32. Ultimate controlling party

The Directors of Molten Ventures plc do not consider there to be a single ultimate controlling party of the Group.

33. 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 28 for a reconciliation to the net investment balance. This table also

shows the Gross to Net movement, which is 92% in the current year calculated as the net investment value (£1,410.8 million) divided by the GPV (£1,531.5

million). The table reflects a Gross fair value movement of £362.8 million, on an opening balance of £983.8 million, which is a 37% percentage change on

the 31 March 2021 GPV. This is described in the report as the Gross fair value 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.

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.

34. Exceptional items

Exceptional costs were recognised in the year ending 31 March 2022 relating to the Company’s Main Market Move of £2.4 million (31 March 2021: £Nil).

The majority of these costs include fees relating to brokers, legal advisory, listing, reporting accountant, NED recruitment, remuneration advisory, IT

consultancy, and PR services.

35. Subsequent events

Post period-end, we have deployed £73.7 million in investments including our announced deal in HiveMQ.

We announced the funding rounds of Thought Machine and Aiven (Aiven is held via our partnership with Earlybird).

At 31 March 2022, we held interests in three listed companies – Trustpilot, UiPath, and Cazoo. Their valuations are based on their quoted share price on 31

March 2022. Their value using the closing quoted share price on 8 June 2022 was £43.9 million.

There are no further post balance sheet events requiring comment.

168 169moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the consolidated financial statements

continued

Notes

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Non-current assets

Financial assets held at fair value through profit or loss 6 1,379.7 840.2

Investments in subsidiary undertakings 7 14.2 14.2

Deferred tax 1.6 –

Property, plant and equipment 4, 9 0.9 1.4

Total non-current assets 1,396.4 855.8

Current assets

Trade and other receivables 8 11.8 6.7

Cash and cash equivalents 61.9 150.6

Restricted cash 2.3 2.3

Total current assets 76.0 159.6

Current liabilities

Trade and other payables 11 (8.2) (11.2)

Lease liabilities 9 (0.4) (0.3)

Total current liabilities (8.6) (11.5)

Non-current liabilities

Deferred tax (25.7) –

Provisions (0.3) –

Loans and borrowings 10 (29.7) 0.4

Lease liabilities 9 (0.3) (0.7)

Total non-current liabilities (56.0) (0.3)

Net assets 1,407.8 1,003.6

Equity

Share capital 12 1.5 1.4

Share premium account 12 615.9 508.3

Other reserves 13 28.9 26.2

Retained earnings 761.5 467.7

Equity attributable to owners of Molten Ventures plc

1,407.8

1,003.6

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 2022 was £296.3 million (31 March 2021: £262.0 million).

The Company financial statements should be read in conjunction with the accompanying notes. The Company financial statements on pages 170 to 178

were authorised for issue by the Board of Directors on 12 June 2022 and were signed on its behalf.

Ben Wilkinson

Chief Financial Officer

Molten Ventures plc registered number 09799594

Year ended 31 March 2022

£’m Note Share capital Share premium Other reserves

Retained

earnings Total equity

Brought forward as at 1 April 2021 1.4 508.3 26.2 467.7 1,003.6

Comprehensive income/(expense) for the year

Profit for the year – – – 296.3 296.3

Total comprehensive income/(expense) for the year – – – 296.3 296.3

Contributions by and distributions to the owners:

Issue of share capital 12 0.1 – – – 0.1

Share premium 12 – 107.6 – – 107.6

Options granted and awards exercised 13 – – 2.7 (2.5) 0.2

Total contributions by and distributions to the owners 0.1 107.6 2.7 (2.5) 107.9

Balance as at 31 March 2022

1.5 615.9 28.9 761.5 1,407.8

Year ended 31 March 2021

£’m Note Share capital Share premium Other reserves

Retained

earnings Total equity

Brought forward as at 1 April 2020 1.2 400.7 26.2 207.1 635.2

Comprehensive income/(expense) for the year

Profit for the year – – – 261.9 261.9

Total comprehensive income/(expense) for the year 261.9 261.9

Contributions by and distributions to the owners:

Issue of share capital 12 0.2 106.3 – – 106.5

Options granted and awards exercised 13 – 1.3 – (1.3) –

Total contributions by and distributions to the owners 0.2 107.6 – (1.3) 106.5

Balance as at 31 March 2021 1.4 508.3 26.2 467.7 1,003.6

The consolidated financial statements should be read in conjunction with the accompanying notes.

170 171moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Company statement of changes in equity

for the year ended 31 March 2022

Company statement of financial position

as at 31 March 2022

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 2022 or in the prior financial year ending 31 March 2021.

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

Unlisted investments 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 2022

Right-of-use

assets

£’m

Leasehold

improvements

£’m

Computer

equipment

£’m

Total

£’m

Cost

Cost carried forward as at 1 April 2021

1.6 0.8 0.1 2.5

Additions during the year

– – 0.1 0.1

Disposals during the year

– – – –

Cost as at 31 March 2022

1.6 0.8 0.2 2.6

Accumulated depreciation

Depreciation carried forward as at 1 April 2021

(0.7) (0.4) – (1.1)

Charge for the year

(0.3) (0.2) (0.1) (0.6)

Disposals during the year

– – – –

Accumulated depreciation as at 31 March 2022

(1.0) (0.6) (0.1) (1.7)

Net book value

As at 31 March 2022

0.6 0.2 0.1 0.9

As at 31 March 2021

1.0 0.3 0.1 1.4

31 March 2021

Right-of-use

assets

£’m

Leasehold

improvements

£’m

Computer

equipment

£’m

Total

£’m

Cost

Cost carried forward as at 1 April 2020

1.6 0.7 0.1 2.4

Additions during the year

– 0.1 0.0 0.1

Disposals during the year

– – (0.0) (0.0)

Cost as at 31 March 2021

1.6 0.8 0.1 2.5

Accumulated depreciation

Depreciation carried forward as at 1 April 2020

(0.3) (0.2) (0.0) (0.5)

Charge for the year

(0.3) (0.3) (0.0) (0.6)

Disposals during the year

– – 0.0 0.0

Accumulated depreciation as at 31 March 2021

(0.6) (0.5) (0.0) (1.1)

Net book value

As at 31 March 2021

1.0 0.3 0.1 1.4

As at 31 March 2020

1.3 0.4 0.0 1.8

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.

172 173moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the company financial statements

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

Name of undertaking Registered office Activity Holding Country

31 March 2022

£’m

31 March 2021

£’m

Esprit Investments (1) (B) LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments 100% England

18.0 12.0

Esprit Investments (2) (B) LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments 100% England

240.0 157.6

Molten Ventures (Ireland)

Limited

32 Molesworth Street,

Dublin 2, Ireland Investment entity 100% Ireland

1,121.7 670.6

Totals 1,379.7

840.2

31 March 2022

£’m

31 March 2021

£’m

As at 1 April

840.2 631.4

Investments made in the year

311.2 128.0

Loans made/repaid from underlying investment vehicles

(90.1) (194.5)

Changes on gains on investments held at fair value through profit or loss

318.4 275.3

Totals 1,379.7

840.2

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.

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 2022 (2021: £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. Elderstreet Holdings Limited was held as an Investment in Associate on the consolidated statement of financial position as at 31 March

2020. 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 2022, the total investment in subsidiary undertaking is £1.05 million made up of initial ownership and the cash consideration (31 March 2021:

£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.

8. Trade and other receivables

31 March 2022

£’m

31 March 2021

£’m

Trade receivables

0.3 0.1

Other receivables and prepayments

1.0 1.1

Loans made to Group companies

9.5 4.6

Intercompany debtors

1.0 0.9

Total 11.8

6.7

9. Leases

The Group applied IFRS 16 leases from the prior year ending 31 March 2021. The Company has the same leases as the Group. Refer to Note 22(i) of the

consolidated financial statements.

10. Loans and borrowings

In June 2019 the Company entered into a revolving credit facility agreement with Silicon Valley Bank and Investec (together the “Financiers”) of £50.0

million over a three-year term to fund the future growth plans of investee companies. This was extended in June 2020 by £10.0 million to £60.0 million

with a maturity of June 2023, and again extended in June 2021 by £5.0 million to £65.0 million with a maturity of June 2024. Refer to Note 22(ii) of the

consolidated financial statements.

11. Trade and other payables

31 March 2022

£’m

31 March 2021

£’m

Trade payables

(0.4) (0.5)

Other taxation and social security

(0.4) (0.4)

Intragroup creditors

(0.3) (3.0)

Other payables

– –

Accruals and deferred income

(7.1) (7.3)

Total (8.2)

(11.2)

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 2022 - Allotted and fully paid Number Pence £’m

At the beginning of the year

139,097,075 1 1.4

Issue of share capital during the year

13,902,778 1 0.1

At the end of the year 152,999,853 1 1.5

In June 2021, the Company raised gross proceeds of £111.2 million at a placing price of 800 pence per share by way of a placing of 13,902,778 new ordinary shares.

31 March 2021 - Allotted and fully paid Number Pence £’m

At the beginning of the year

118,918,124 1 1.2

Issue of share capital during the year

359,131 1 –

Issue of share capital during the year

19,819,820 1 0.2

At the end of the year

139,097,075 1 1.4

Between August 2020 and March 2021, 359,131 new 1 pence ordinary shares were issued in association with share options being exercised.

In October 2020, the Company secured commitments to raise gross proceeds of £110.0 million at a placing price of 555 pence per share by way of a conditional placing of

19,819,820 new ordinary shares.

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 24 of the consolidated financial statements.

13. Other reserves

Movements in other reserves are explained in Note 25(ii) of the consolidated financial statements.

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.

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ANNUAL REPORT FY22 FINANCIALS

Notes to the company financial statements

continued

15. Employee information

Employee benefit expenses (including Directors) comprise:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Wages and salaries

8.7 7.6

Defined contribution pension costs

0.8 0.7

Benefits (healthcare and life assurance)

0.2 0.2

Recruitment costs

0.2 0.0

Social security contributions and similar taxes

1.5 1.5

General employee and employee related expenses

11.4 10.0

Share-based payment expense arising from Company share option scheme

3.6 1.5

Total employee benefit expenses 15.0

11.5

Infrastructure comprises finance, marketing, human resources, legal, IT, and administration.

The monthly average number of persons (including Executive and Non-Executive Directors) employed by the Company during the year was:

Year ended

31 March 2022

Number

Year ended

31 March 2021

Number

Executive Directors

3 3

Non-Executive Directors

4 3

Investment

16 12

Infrastructure

23 19

Total 46

At 31 March 2022, there were 5 Non-Executive Directors (31 March 2021: 3).

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:

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Arising on share-based payments 1.6 –

Deferred tax asset 1.6 –

Arising on the investment portfolio (25.6) –

Other timing differences (0.1) –

Deferred tax liability (25.7) –

At the end of the period (24.1) –

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

Nominee company 100%

20 Garrick Street, London,

WC2E 9BT, United Kingdom

Elderstreet Holdings Limited

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 Group

makes certain investments 100%

20 Garrick Street, London,

WC2E 9BT, United Kingdom

Esprit Investments (2) (B) LP

Limited Partnership pursuant to which the Group

makes certain 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 Ltd

Investment Advisor to the Growth Fund 100%

20 Garrick Street, London,

WC2E 9BT, United Kingdom

Molten Ventures (Nominee) Limited is held at cost £Nil (2021: £Nil) on the Company’s balance sheet.

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.

Molten Ventures Advisors Ltd was incorporated on 24 January 2022

18. Fair value measurements

The investments are held through the investment companies as set out in Note 4b in the consolidated financial statements at their respective net asset

values and as such are all noted to be Level 3 for FY22 and FY21. The difference between investments disclosed in Note 28 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 investemnts. See table below for a reconciliation

to the investment figure in Note 28 of the consolidated financial statements and the investments figure on the Company statement of financial position.

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Molten Ventures plc investments held at fair value through profit or loss

1,379.7 840.2

Fair value of investments held in other Group entities

31.1 26.9

Total 1,410.8

867.1

The Company holds investments at FVTPL. Refer to Note 28 for the Group’s policies with respect to fair value measurements and Note 6 of the Company

financial statements.

19. 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 29 of the consolidated financial statements.

176 177moltenventures.com

ANNUAL REPORT FY22 FINANCIALS

Notes to the company financial statements

continued

Directors

Karen Slatford (Non-Executive Director)

Martin Davis (Chief Executive Officer)

Stuart Chapman (Chief Portfolio Officer)

Ben Wilkinson (Chief Financial Officer)

Gervaise Slowey (Non-Executive Director),

appointed 23 July 2021

Grahame Cook (Non-Executive Director)

Richard Pelly (Non-Executive Director)

Sarah Gentleman (Non-Executive Director),

appointed 8 September 2021

Registered office

20 Garrick Street, London, England, WC2E 9BT

Website

www.moltenventures.com

investors.moltenventures.com/investor-relations/plc

Broker and Joint Financial Adviser

Numis Securities Limited

45 Gresham Street

London

EC2V 7BF

United Kingdom

Broker and Euronext Dublin Sponsor

Goodbody Stockbrokers UC

Ballsbridge Park

Ballsbridge

Dublin 4

Ireland

Legal Advisers to the Company

(as to English law)

Gowling WLG (UK) LLP

4 More London Riverside

London

SE1 2AU

United Kingdom

Legal Advisers to the Company

(as to Irish law)

Maples and Calder

75 St. Stephen’s Green

Dublin 2

Ireland

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

Powerscourt Limited

1 Tudor Street

London

EC4Y 0AH

United Kingdom

Principal Bankers

Barclays Bank Plc

1 Churchill Place

London

E14 5HP

United Kingdom

Silicon Valley Bank

Alphabeta

14-18 Finsbury Square

London

EC2A 1BR

Registrar

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

United Kingdom

Company Secretary

c/o 20 Garrick Street, London, England, WC2E 9BT

Data Provider

PitchBook

1st Floor Saffron House

6-10 Kirby Street

London

EC1N 8TS

United Kingdom

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 to 85.

Year ended

31 March 2022

£’m

Year ended

31 March 2021

£’m

Wages and salaries

2.6 2.2

Short-term non-monetary benefits

0.0 0.0

Defined contribution pension costs

0.2 0.1

Share-based payment expense

0.0 1.0

Social security contributions and similar taxes

0.4 0.4

Carried interest paid

2.6 0.2

Total 5.8

3.9

The details of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Remuneration Committee Report on page

112, form part of these financial statements.

Other related party transactions

Please refer to Note 30 in the consolidated financial statements for further details on related party transactions. In addition to the transactions referenced

in Note 30, the below transactions eliminate on consolidation but are relevant for the Company:

As at 31 March 2022, 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 £9.5 million (31 March 2021: £4.6 million).

During the year, £2.3 million (year ending 31 March 2021: £0.9 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 a balance of £0.1 million (31 March 2021: £Nil) remained outstanding.

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, £0.3 million (year to 31 March 2021:

£0.1 million), with a balance outstanding at year end of £Nil (31 March 2021: £0.01 million) for overheads, including use of office space at 20 Garrick Street,

staff, and fixed assets.

20. Post-balance sheet events

Please refer to Note 35 of the consolidated financial statements.

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ANNUAL REPORT FY22 FINANCIALS

Board, management and administrationNotes to the company financial statements

continued

In this document, 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.

“BVCA” British Private Equity & Venture Capital Association.

“Company” or “Molten Ventures” or

“plc”

Molten Ventures 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” or “Core Companies”

the companies that represent approximately 68% of the overall portfolio value.

“COVID-19” Coronavirus disease, the infectious disease caused by a new strain of coronavirus in 2019/20.

“DEF” or “Digital East Fund” Digital East Fund 2013 SCA SICAR

“Directors” or “Board” the Directors of the Company from time to time.

“EB GO” / “Earlybird Growth

Opportunities fund”

Earlybird Growth Opportunities Fund I GmbH & Co. KG

“EB IV” / “Earlybird Fund IV” Earlybird GmbH & Co. Beteiligungs-KG IV

“EB VI” / “Earlybird Fund VI” Earlybird DWES Fund VI GmbH & Co. KG

“EB VII” / “Earlybird Fund VII” Earlybird DWES Fund VII GmbH & Co. KG

“EIS” The EIS funds managed by Encore Ventures LLP. 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, and Draper Esprit EIS (renamed Molten Ventures EIS post-period end), and

each an “Encore Fund”.

“Encore Ventures” Encore Ventures LLP, a limited liability partnership incorporated in England and Wales under the registration

number OC347590 with its registered office at 20 Garrick Street, London, WC2E 9BT.

“ESG” Environmental, Social and Governance.

“Esprit Capital” / “ECP” Esprit Capital Partners LLP (previously Draper Esprit 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 holding vehicle of the Group immediately prior to IPO.

“Esprit funds” Esprit Capital I Fund No.1 Limited Partners and Esprit Capital I Fund No.2 Limited Partnership, Esprit Capital II

LP, Esprit Capital Fund III(I) LP and Esprit Capital Fund III(i) A LP and each an “Esprit Fund”.

“Euronext Dublin” the trading name of the Irish Stock Exchange 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.

“Fund of Funds” seed funds invested in by the Group.

“Gross Portfolio fair value growth” the increase in the fair 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.

“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 LLP and its subsidiaries and subsidiary undertakings.

“HMRC” HM Revenue & Customs.

“IFRS” or “IFRSs” International Financial Reporting Standards, as adopted for use in the European Union.

“International Private Equity and

Venture Capital Valuation Guidelines” /

“IPEV Guidelines”

the International Private Equity and Venture Capital Valuation Guidelines, as amended from time to time.

“IPO” the Admission of the enlarged share capital to trading on AIM and Euronext Growth (formerly the Enterprise

Securities Market operated and regulated by the Irish Stock Exchange) on 15 June 2016 and such admission

becoming effective in accordance with the AIM Rules and the Euronext Growth Rules respectively. The IPO

included the acquisition of Esprit Capital Partners LLP and Molten Ventures (Ireland) Limited.

“IRR” the internal rate of return.

“Investment Committee” voting members of the Investment Committee of ECP.

“Investment Team” The Partnership Team and Platform Team as described on the Company’s website.

“Main Market move” Molten Ventures plc’s admission to the premium listing segment of the Official List of the Financial Conduct

Authority and the secondary listing segment of the Official List of the Irish Stock Exchange plc, trading as

Euronext Dublin and to trading on the London Stock Exchange plc’s main market for listed securities and the

regulated market of Euronext Dublin.

“Main Market” the London Stock Exchange plc’s main market for listed securities.

“NAV” / “Net Asset Value” the value, as at any date, of the assets of the Company after deduction of all liabilities determined in

accordance with the accounting policies adopted by the Company 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 1 Embankment Place, London, WC2N 6RH.

“SECR” Streamlined Energy and Carbon Reporting.

“SM&CR” the Senior Managers and Certification Regime.

“SVB” Silicon Valley Bank.

“TCFD” Task Force on Climate-Related Financial Disclosures.

“VC” venture capital.

“VCT” / “VCT funds” the VCT funds of Molten Ventures VCT plc (Co. Reg. No.03424984), under the management of Elderstreet.

VCT being Venture Capital Trusts under the provisions of part 6 of the Income Tax Act 2007.

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181

Glossary