Molten Ventures PLC

Molten Ventures plc

20 Garrick Street

London, WC2E 9BT

Tel: +44 (0)20 7931 8800

Molten Ventures plc

Annual Report FY24

REGISTRATION NUMBER: 09799594

Annual Report FY24

Financial highlights

*The above figures contain alternative performance measures (“APMs”) - see Note 35 for reconciliation of APMs to IFRS measures.

**EIS and VCT funds are managed by Molten Ventures plc group but are not consolidated. See Accounting Policies on page 116 and Glossary on page 162 for defined terms.

£1,379m

Gross Portfolio Value*

(31 March 2023: £1,371m)

£1,251m

Net assets

(31 March 2023: £1,194m)

662p

NAV per share*

(31 March 2023: 780p)

£57m

Consolidated Group cash

(31 March 2023: £23m)

-1%

Gross Portfolio fair value movement*

(31 March 2023: -16%)

£39m

Cash proceeds from realisations

(year to March 31 2023: £48m)

£55m

Raised, net of fees raised during

the year (31 March 2023: £Nil)

0.1%

Operating costs (net of fee income

and exceptional items) (31 March 2023:

<0.1%) below the targeted 1% of year-

end NAV*

£65m

Invested, £40m direct and £25m representing

Forward Partners share-for-share exchange, in

addition a further £37m from the managed

EIS/VCT funds (year to March 31 2023: £138m

from plc and £41m from EIS/VCT funds)**

Performance highlights

• Investments of £65m during the year from

the Molten Ventures balance sheet, with

a further £37m from the managed EIS/

VCT funds, alongside cash proceeds from

realisations during the year of £39m

• Completed share-for-share acquisition of

Forward Partners plc (‘Forward Partners’)

in March 2024

• Stake acquired in Seedcamp Fund III in

February 2024, continuing the strategy of

acquiring portfolios with high potential for

near-term realisation

• Committed to 6 new seed funds via our

Fund of Funds programme, bringing the

overall Fund of Funds portfolio to 80 funds

• Weighted average revenue growth of

Core portfolio forecast to be over 50% for

calendar year 2024

• Over 85% of companies in the Core

portfolio with at least 18 months of cash

runway as at 31 March 2024 (based on

existing budgets and growth plans)

ESG highlights

• Launched inaugural stand-alone

Sustainability Report on our website

• Delivered tailored climate workshops

to portfolio companies with the aim

of improving their climate literacy and

alignment to the Net Zero transition, in

line with the commitments set out in our

Climate Strategy

• Joined the Steering Group of ESG_VC,

became a member of Ventures ESG and

continued to report against external

standards and frameworks including PRI,

CDP, TCFD, Investing in Women Code

and SECR

• Formally launched the Esprit Foundation

(part of the Molten Ventures Group)

and awarded its first grants to the Social

Mobility Foundation, Included VC and

Foundervine

Post period-end

• On 30 April 2024, Hologic, Inc, a

NASDAQ listed entity, signed definitive

agreement to acquire Endomagnetics

Ltd. (‘Endomag’). The acquisition, which

is subject to completion conditions

and regulatory approval as well as

working capital and other customary

closing adjustments, values Endomag

at approximately $310 million, which is

modestly above NAV

Capital allocation policy

• As reported in our announcement on

30 April, we provide an update to our

capital allocation policy which outlines

how the Company intends to deploy its

capital resources across NAV per share

accretive opportunities in order to deliver

long-term value for its shareholders whilst

ensuring the Company has appropriate

liquidity headroom

1. The Company will continue to focus

its efforts on deploying capital

into exceptional new primary and

secondary investments

2. The Company manages liquidity risk

by maintaining adequate reserves with

ongoing monitoring of forecast and

actual cash flows. Capital resources are

managed to ensure there is sufficient

headroom for 18 months’ rolling

operating expenses

3. Given the strong realisation pipeline,

the Directors likewise believe that

the current share price provides

an opportunity to deliver accretive

benefits to shareholders by purchasing

its own shares at the prevailing discount

levels. The Company therefore intends

to allocate a minimum of 10% of

realisation proceeds to buy back its own

shares, utilising the existing authority

granted to the Board at the AGM

• The Company will continue to balance the

pipeline of new investment opportunities

against the ability to drive returns to

shareholders through share buy backs

whilst maintaining sufficient reserves

Our Sustainability Report can be found on

our website: investors.moltenventures.com/

sustainability

Climate Strategy commitments pages 12 to 14

Esprit Foundation grants page 24

Overview

01 Overview

02 Our business at a glance

04 Our year in review: a Q&A with

our CEO

05 Backing the visionaries of

the future

Strategic Report

08 Chairman’s introduction

09 CEO’s statement

12 Market overview

14 Business model

18 Our strategy

19 KPIs

20 Our strategy in action

24 Financial review

27 Portfolio review

30 Our portfolio

42 Stakeholder engagement and

Section 172 statement

46 Sustainability at Molten

56 Risk management

58 Our principal risks

66 Viability statement

Governance Report

68 Governance ‘at a glance’

69 Corporate governance statement

70 Board of directors

72 Board leadership

74 Division of responsibilities

75 Role, composition and evaluation

78 Nomination committee report

81 ESG committee report

83 Audit, risk and valuations

committee report

86 Directors’ remuneration report

99 Directors’ report

102 Statement of directors’

responsibilities

Financials

104 Independent auditors’ report

111 Consolidated statement of

comprehensive income

112 Consolidated statement of

financial position

113 Consolidated statement of

cash flows

114 Consolidated statement of

changes in equity

115 Notes to the consolidated

financial statements

153 Company statement of financial

position

154 Company statement of changes

in equity

155 Notes to the company financial

statements

161 Board, management and

administration

162 Glossary

We are a leading venture capital firm

investing in and developing disruptive,

high-growth technology companies.

We inject visionary companies with energy to help them transform and grow.

This energy comes in many forms — including capital, knowledge, experience

and relationships. We believe it is our role to support the entrepreneurs who

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

MOLTENVENTURES.COM 01

OVERVIEW

Contents

Overview

‘One strategy, multiple sources of capital’

Our mission is to empower entrepreneurs to invent the future. Where investments qualify, we combine three pools

of capital (across plc, EIS and VCT vehicles) to invest in the best UK and European technology companies.

01 02 03

PLC

A leading venture capital business listed

on the London Stock Exchange, and

Euronext Dublin.

We invest across the UK and Europe,

in private high-growth technology

companies with global ambitions.

We do this because we believe the

future is being built, today, by leading

entrepreneurs across the UK and Europe.

EIS and VCT

Tax-efficient wrapped EIS and VCT

investment strategies, are managed by

Encore Ventures LLP and Elderstreet

Investments Limited, Molten group

entities.

The EIS and VCT typically co-invest

alongside Molten where investments

meet the relevant eligibility requirements.

This co-investment strategy allows us to

lead more deals and increase the total

size of investment in direct investee

companies.

Third-party capital

Alongside EIS and VCT, we are

expanding our third-party capital

offerings, providing investors with

access to our expertise in identifying

and supporting high-growth technology

companies.

We operate a Fund of Funds programme

to invest in seed and early-stage

European tech companies, and launched

a €50m Irish focused fund with Ireland

Strategic Investment Fund (‘ISIF’).

Our investment case

Long-term,

capital allocation

Focused on disruptive, high-

growth technology companies

Diversified portfolio of

leading companies

Molten takes a long-term, patient

capital approach to investing in and

developing high-growth technology

companies across the UK and Europe.

Molten specialises in investing in disruptive,

high-growth technology companies,

capturing their full growth potential by

building meaningful ownership stakes

over time.

We have a diversified portfolio of 110+

companies. The top 20 comprise 62%

of portfolio value across sectors and

stages, spanning the UK and Europe.

Multiple sources of capital Experienced team and

value-added support

Proven track record

We combine multiple pools of capital,

across PLC, EIS, VCT and third-party

investment strategies, to invest in the

best UK and European technology

companies.

Molten has an experienced team with active

Board management; providing strategic

guidance, access to networks, and operational

support to portfolio companies, and helping

them to scale and achieve growth objectives.

Molten Ventures plc has deployed

over £1 billion in capital, and realised

over £520 million from successful exits,

thus demonstrating a strong track

record of value creation for investors.

Returns Multiple*

No return at 0×

<1× 1× < 3×

3×+

16% 25%

†

£17m

25%

£93m

34%

£377m

% of Invested

Capital^

Return Proceeds

world

stores

Key

Fully realised Partially realised Accessed via strategic relationships with Earlybird or Seedcamp

FY24 annual results

Returns track record since 2016 IPO

Note: Past performance is not a reliable indicator of future performance. This graph includes larger realisations only and does not reflect certain realisations through

underlying funds and relating to the syndication of our Fund of Funds programme.

* Return Multiple defined as Multiple of Invested Capital for fully realised assets or Valuation Multiple on Exit for partially realised assets .

^ Pertains to “Returns” deals only as appear on this slide and includes exits and interest payments on debt.

† Loss ratio as a percentage of invested capital is 6% which is calculated as the realised loss over the total cash invested since IPO.

A proven track record

Alongside capital, we also commit brainpower, passion and energy to solve problems. We do this by finding and equipping the best innovators

with the tools they need to transform the way the world works. By empowering our people to use their talent, ambition and expertise, we aspire

to push things forward and make the world better.

£9m

Follow-ons

£7m

Secondary

£15m

Fund of Funds

£6m

Earlybird

£25m

Forward

Partners

£3m

Primary

Total investments

by type in FY24

Total balance sheet investments of £65m

(including £25m in relation to the share-for-share

exchange for Forward Partners) broken down.

For more info see p28

We advance society through technology innovation, focusing on developing

and investing in disruptive, high-growth technology companies.

MOLTENVENTURES.COM 03 02 ANNUAL REPORT FY24

OVERVIEW

Our business at a glance

Total 100%

Emerging portfolio Core companies

Net other

assets/

liabilities

Cash

39% 64% -8*%5%

Molten is built for the long

term, to invest and operate

throughout the cycle and

support entrepreneurs.

Martin Davis

Chief Executive Officer

Can you tell us how

Molten performed?

What was the rationale

for Molten’s recent

fundraising activity?

How will the recent

acquisition of Forward

Partners benefit Molten?

Our portfolio is in good shape, with

valuations continuing to stabilise, and the

validity of our valuation methodology has

been reinforced by the expected realisations

of Perkbox and Endomag (post-period),

subject to completion conditions and

regulatory approvals. We are continuously

working to develop our innovative platform,

and we are ready for the year ahead.

The £55m capital raise (net of fees) gives us

additional liquidity to bridge our cashflow

through to realisations over the next 18

months, pursue primary and follow-on

investments, and access exceptional

secondary investments at attractive valuations.

Also, as part of the secondary strategy, we

(earlier this calendar year) acquired a stake in

Seedcamp’s Fund III, with value concentrated

in six mature, proven assets in attractive

market segments.

The acquisition provides Molten with a

broader and more diverse pipeline with

access to Forward Partners early-stage

deal flow opportunities, in fast growing

sub-sectors like applied AI and digital

marketplaces. This gives us the opportunity

to blend the maturity of our assets through

a wider and more diverse pipeline of earlier

stage companies for follow-on investments.

What is your outlook for

the industry?

How well funded is the

Molten portfolio?

What is your key focus for

the year ahead?

We’re beginning to see greater visibility on

the ‘likely future cost’ of capital (compared

to the last two years), and we’re expecting to

see a greater degree of normalisation in the

realisations’ market as M&A transactions begin

to pick back up. We’re already seeing this in

our portfolio with the expected realisations of

Perkbox and Endomag, subject to completion

conditions and regulatory approvals.

Our Core portfolio remains well funded,

with management teams focused on capital

efficiency. At Molten, our investment teams

work closely with our founders, often sitting

on their Boards, and have been working

proactively to support them on extending

runways and preserving cash, although,

crucially, wherever possible not at the

expense of growth.

Molten is built for the long term, to invest and

operate throughout the cycle, and, as such,

our overwhelming focus is on continuing

to identify and support the entrepreneurs

inventing the future across Europe. We will

continue to develop our innovative platform,

and are committed to generating returns for

our investors.

Our portfolio: a snapshot

We invest in tech companies that see new ways for the world to work.

They’re inventors, they’re visionaries, and they’re driven to push us further.

Number of companies by sectorNumber of portfolio companies (YoY growth)

100

120

31-Mar-2431-Mar-2331-Mar-2231-Mar-21

Core Core via Earlybird Emerging Emerging via Earlybird

118

45%

11%

19%

25%

Consumer tech

Enterprise tech

Digital health & wellness

Hardware & deeptech

What’s in a share?

As our companies grow, we have the ability

to provide follow-on capital to build our stake.

62% of Gross Portfolio Value, and 64% of our Net Asset Value (“NAV”), is distributed in 20 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 potential. 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 we exit companies, cash is returned for reinvestment.

NAV breakdown

Core and emerging percentage of NAV is calculated with reference to their proportions of the Gross Portfolio Value.

Emerging portfolio

The Group continually

invests in exceptional

entrepreneurial and fast-

growing tech business.

Core companies

The companies in the portfolio

representing 62% of Gross Portfolio

Value, which is 64% of the NAV. Molten

provides follow-on capital, developing

a more significant stake in the business

once it has proven its business model.

Cash

When we exit from

companies, the cash

generated is returned to the

balance sheet and reinvested

after overheads into new

opportunities in the market.

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 112.

£1,379m

Gross Portfolio Value* at

30 March 2024

£65m

Balance sheet investments during the year

(including £25m relating to the Forward

Partners share-for-share acquisition)

£39m

Cash proceeds from

realisations during

the period

£18m

Net portfolio fair value

reduction*

*The above figures contain alternative performance measures (“APMs”) – see Note 35 for reconciliation of APMs to IFRS measures. See the Glossary on page 162 for defined terms.

For more information see p27

MOLTENVENTURES.COM 05 04 ANNUAL REPORT FY24

OVERVIEW

Our year in review: a Q&A with our CEO Backing the visionaries of the future

MOLTENVENTURES.COM 07

STRATEGIC REPORT

06 ANNUAL REPORT FY24

Strategic

Report

Contents

Strategic Report

08 Chairman’s introduction

09 CEO’s statement

12 Market overview

14 Business model

18 Our strategy

19 KPIs

20 Our strategy in action

24 Financial review

27 Portfolio review

30 Our portfolio

42 Stakeholder engagement and

Section 172 statement

46 Sustainability at Molten

56 Risk management

58 Our principal risks

66 Viability statement

I look forward to supporting

management and the wider team

in continuing to develop a platform

that provides inspirational founders

with long-term capital, access to

international networks and decades

of experience building businesses.

Laurence Hollingworth

Chairman

It is a great privilege for me to join Molten Ventures as Chairman and I am excited

about the opportunities ahead of us.

In the years preceding my appointment, Molten developed and built

an innovative platform, cementing itself as one of Europe’s leading

venture capital firms. We support high-growth, disruptive technology

companies, and through our listing on the London Stock Exchange and

secondary listing on Euronext Dublin, we provide access to the returns

attainable from venture capital to both institutional and retail investors.

I am looking forward to helping Molten Ventures build an even more

successful business in the coming years.

After two years of a very challenging economic and market backdrop,

we are beginning to see some signs of increased market stability,

helped by improved visibility on global interest rates. Our portfolio

remains in good health and the overall underlying performance of our

assets has been strong. While reduced M&A activity since the end of

the pandemic has resulted in fewer transactions and correspondingly

fewer realisations, the coming year shows more promise, highlighted

most recently by the announced sales of Perkbox in the period, and

Endomag post-period end, both subject to completion conditions

and regulatory approval. We anticipate further exits in the course of

the current financial year. In the past year, the management team has

continued to enhance the platform through the equity capital raise, the

all-share acquisition of Forward Partners and the subsequent purchase

of a stake in Seedcamp Fund III. These were important initiatives in

ensuring that Molten is favourably positioned going forward. We have

the firepower to pursue attractive opportunities in a buyer’s market for

venture capital investment in our preferred areas of expertise.

I was pleased to welcome some of the portfolio companies and

colleagues coming across with Forward Partners at Molten’s annual

Investor Day in February, which was also my first. I have also begun

a programme of meeting many of our major Shareholders, as well as

industry bodies and other key stakeholders for the Group. Our AGM

in 2025 will be a policy approval year for executive remuneration, and

we will be proactively engaging with Shareholders on this matter in the

months ahead. In January, the Financial Reporting Council announced the

revisions it is making to the UK Corporate Governance Code that enhance

the transparency and accountability of UK public companies, as well as

help support the growth and competitiveness of the UK, and preparation

is well under way to ensure that Molten continues to be fully compliant.

In my role as Chairman, ensuring Molten has best-practice governance

is an important priority. We commenced our first externally facilitated

Board evaluation in February, and more can be found on this in

the Governance section of this report. We will continue to address

such issues as Board diversity, mindful of the Parker Review’s

recommendations. Ensuring that Molten’s culture, ethos and mission is

carried across future key employees is critical, and succession planning

both for the Board and executive management is underway. We refer to

this in more detail in the Nomination Committee report. We appointed

Lara Naqushbandi as a Non-Executive Director in September. Lara

brings with her a wealth of global commercial, strategic, and investment

experience. Gervaise Slowey has succeeded Richard Pelly as the

designated Non-Executive Director for employee engagement.

ESG issues are important to us, and as we have stated in the past,

Molten’s contribution to sustainability is two-fold, both through

our consideration of ESG in investment decision-making and our

excitement about investment opportunities in the climate tech

space in particular. We also continue to develop our reporting and

remuneration structure in alignment to ESG and wider sustainability

best practice. More information can be found in the ESG pages of our

Annual Report, and in our inaugural stand alone Sustainability Report

which has also been released today.

I am conscious that Karen Slatford and Grahame Cook (who adeptly

covered her role as Interim Chair) will be hard acts to follow. They have

served Molten with distinction over several years – Grahame continues

to do so as Senior Independent Director and Chairman of the Audit,

Risk and Valuations Committee – and have helped to develop the firm

into the innovative venture capital investor it is today. I would like to

thank them both for their leadership of the Board, and in particular

Grahame for an informed and seamless handover. I look forward to

supporting management and the wider team in continuing to develop

a platform that provides inspirational founders with long-term capital,

access to international networks and decades of experience building

businesses. Finally, I would like to thank our Shareholders for their

support during the past year as well as our Executive Directors, and,

importantly, each of our employees who are so vital in ensuring the

continued growth of Molten Ventures plc.

Laurence Hollingworth

Chairman

Our flexible investment model

has consistently demonstrated

its resilience, and ability to

generate significant returns.

Martin Davis

Chief Executive Officer

Our adaptable model allowed us to act quickly to identify opportunities at attractive

valuations in the year, with a focus on providing value for our Shareholders.

Overview

It has been a busy and productive year for Molten Ventures, marked

with significant achievements amid an economic backdrop that has

been challenging for most technology companies and those who

invest in them.

We continued to develop our platform, operating model, and

acquisition strategy while simultaneously navigating ‘higher-

for-longer’ interest rates, inflationary pressures and the ongoing

geopolitical tensions which have cast a cautionary shadow over some

notable signs of stabilisation in the second half of the year.

Our focus within this context has been on what we can control. We

have maintained discipline around our own investment process and

worked closely with our portfolio companies to extend cash runways,

control costs, and retain talent. Our business performance and the

revenue growth of our portfolio companies has remained strong, and

the disruptive entrepreneurs we have backed across UK and Europe

continue to transform the industries in which they operate.

Our adaptable model allowed us to act quickly to identify

opportunities at attractive valuations in the year, with a focus on

providing value for our Shareholders. Data from previous downturns

suggests that investments made in periods of economic decline have

yielded some of the greatest returns of all vintages for technology

investors. We continued to support innovation through our fundraising

activity, and by offering exposure to investors of privately owned

technology assets in the year.

Forward Partners acquisition

In November 2023, we announced a share-for-share acquisition

of Forward Partners, adding a portfolio of over 40 companies.

The acquisition, completed in March 2024, blends the maturity of our

assets with a more diverse pipeline of earlier-stage companies for

follow-on investment.

Forward Partners was founded in 2013 by Nic Brisbourne, a former

Molten Partner. Forward Partners investment strategy has been

focused on earlier-stage businesses than Molten has traditionally

invested in previously. We see significant opportunity for continued

growth in these portfolio companies and to accelerate value creation.

The Molten platform can provide the winners with the additional

support and resource to reach their potential and generate returns.

We extended an official welcome to Nic Brisbourne and the rest of the

Forward Partners team in March, with the history between Molten and

Forward allowing for a smooth integration which can be attributed

in part to a similar set of experiences, investment ethos and cultural

affinity. Several of our Forward Partners’ colleagues have now joined

our investment and finance teams, leading to cost synergies and

alignment across operational functions.

Alongside the Forward Partners transaction we successfully completed

an oversubscribed fundraise of £55 million (net of fees) by way of

issuance of new shares on the London Stock Exchange, and the

Euronext Dublin, to capitalise on attractive primary and secondary

investment opportunities during a period of market dislocation.

Seedcamp III acquisition

Our acquisition of a stake in Seedcamp III in February 2024, builds

on Molten’s strategy to access exceptional Secondary investments

at attractive valuations. Our Secondaries acquisition strategy acts

to leverage our network in the venture capital market to provide

liquidity to Limited Partners in later life funds, with a focus on

acquiring portfolios of high-quality assets with nearer-term visibility

on realisation opportunities. To date, the Secondaries strategy has

delivered 2.5x returns (as a multiple on invested capital).

The Seedcamp acquisition is an illustration of our strategy in action and

comes on the back of a strong track record of Secondary investments;

including Seedcamp Funds I & II, Earlybird DWES Funds IV and

Earlybird Digital East Fund I.

MOLTENVENTURES.COM 09 08 ANNUAL REPORT FY24

STRATEGIC REPORT

Chairman’s introduction CEO’s statement

£65m

Balance sheet investments

£1.4bn

Gross Portfolio Value

662p

NAV per share

Third-party asset activity

Elsewhere, we continued to make progress with our

third-party assets strategy through the launch of our

Irish-focused fund in July 2023, which continues our

long-standing relationship with the Ireland Strategic

Investment Fund as a strategic partner – as we continue

to back promising Irish technology companies and

founders, in a key European centre for the global tech

industry.

We are pleased to welcome Isabel (‘Izzy’) Fox as the

Head of Third-Party Funds, a new strategic role aimed

at expanding the firm’s impact through various targeted

investment funds complementing its publicly listed core

model, EIS and VCT investment vehicles. With Izzy’s

appointment, Molten intends to make further progress

in building its third-party assets under management and

associated income, including via its syndicated Fund of

Funds programme and other third party private funds

strategies.

Venture capital as an asset class has typically generated

equal or better returns compared with listed equities or

other alternative asset classes, and the UK Government

is keen that Defined Contribution (‘DC’) pension

schemes are able to invest in these types of assets.

This has the full support of the British Private Equity &

Venture Capital Associations (‘BVCA’), and is something

we at Molten are supporting wholeheartedly.

Facilitating access to venture capital for high-growth

companies remains a priority for UK and European

governments, and forms part of the UK’s proposed

pension system reforms. Molten Ventures is among the

20 signatories to the BVCA’s Venture Capital Compact,

supporting the UK government’s Mansion House

initiative to improve DC pension schemes’ access to

venture capital investments.

Molten Board

Our most valuable asset is our people, and we continue

to bolster our strength and expertise year-on-year.

We appointed Lara Naqushbandi as a Non-Executive

Director in September 2023, followed by the

appointment of Laurence Hollingworth in January 2024

as Chair of the Board. Lara brings a wealth of experience

from previously held roles in both finance and

sustainability, and Laurence brings significant capital

markets, investment banking and leadership experience

to Molten.

Integrating ESG

We continue to develop our ESG agenda as part of

our commitment to being a responsible investor. The

integration of ESG across our portfolio is a business

priority throughout the full investment cycle, and

through our portfolio management we continue to fulfil

our broader corporate purpose of advancing society

through technological innovation.

We aim to invest in businesses and entrepreneurs

who recognise and embrace the need for more

sustainable practices, and strive to improve their ESG

performance to contribute towards a more sustainable

and prosperous future for all. You can read more

about these efforts in our Sustainability Report, also

published today.

During the year, we have made significant progress

against the commitments set out in our Climate Strategy,

particularly with regards to our portfolio engagement

programme. We have also continued to disclose against

PRI, CDP, TCFD and the Investing in Women Code.

Finally, The Esprit Foundation awarded its first four

grants to charities and organisations, whose objectives

focus on the advancement of education for the public

benefit (especially those aged under 30), with particular

emphasis on the fields of technology, business and

entrepreneurship.

Market environment and the

Molten model

The cost of capital remains a significant factor for

investors, and we have adapted to an environment of

higher-for-longer interest rates. More recently, we have

seen forecasts for interest rates stabilising, which is set to

allow greater visibility of the cost of capital over the next

12 to 24 months.

We have seen early shifts towards fresh capital raising,

with a much higher proportion of ‘flat rounds’, and in

some cases small up-rounds, compared to last year.

General Partners are typically raising less and taking

longer to close funds due to a more restricted liquidity

environment.

We believe the visibility over the interest rates

provides further confidence across the private market

valuations. Although public and private markets are

interconnected, any anticipated rise in confidence

among public investors will take time to reflect in private

market valuations.

We remain confident that our unique and flexible

model will lead to significant returns for our investors.

Financial position and our

portfolio

We have retained the discipline of preserving our

balance sheet, and raised funds, which has provided us

with a sufficient cash position of £57 million, along with

the £60 million additional headroom that our undrawn

revolving credit facility provides. I am pleased to say

that these measures have provided us with the ability

to support our existing portfolio and to invest in high-

quality opportunities where identified. Our portfolio

has remained resilient and well-funded, and we have

continued to realise investments which provides capital

back for reinvestment in a period of muted liquidity.

The Gross Portfolio Value at 31 March 2024 was

£1,379 million, which is marginally up from £1,371 million

at 30 September 2023, predominantly resulting from

investments in Seedcamp III and Forward Partners. We

have generated realisations of £39 million and a fair

value uplift (excluding the impact of FX) of £6 million.

We are rightly proud of our strong track record, having

deployed more than £1 billion of capital and realised

over £520 million since our IPO in 2016, achieving a 16%

average return per year for our Shareholders.

Realisations and exits

During the period, realisations remained fairly low

relative to previous years as a consequence of uncertain

global macroeconomic conditions and the resulting

downturn in corporate transactions across almost all

industries and markets. While we do not anticipate the

IPO market for high-growth technology companies

to return to pre-downturn levels immediately, there is

evidence that some high-tech companies are publicly

considering an IPO.

Historically, most of our exits have been through trade

sales, and we have seen an uptick in M&A enquiries,

alongside the exits of Perkbox and Endomag, subject to

completion conditions and regulatory approvals (both

due to take place above our holding NAV).

Capital allocation

With a number of realisation processes either underway

or planned across the portfolio, we expect to be able

to deliver in the region of £100 million in realisations

this upcoming financial year alongside our existing

meaningful cash resources.

As reported in our announcement on 30 April, we

provide an update to our capital allocation policy which

outlines how the Company intends to deploy its capital

resources across NAV per share accretive opportunities

in order to deliver long-term value for its shareholders

whilst ensuring the Company has appropriate liquidity

headroom.

1. The Company will continue to focus its efforts

on deploying capital into exceptional primary and

secondary investments

2. The Company manages liquidity risk by maintaining

adequate reserves with ongoing monitoring of forecast

and actual cash flows. Capital resources are managed

to ensure there is sufficient headroom for 18 months’

rolling operating expenses

3. Given the strong realisation pipeline, the Directors

likewise believe that the current share price provides an

opportunity to deliver accretive benefits to shareholders

by purchasing its own shares at the prevailing discount

levels. The Company therefore intends to allocate a

minimum of 10% of realisation proceeds to buy back its

own shares, utilising the existing authority granted to

the Board at the AGM.

The Company will continue to balance the pipeline of

new investment opportunities against the ability to drive

returns to shareholders through share buy backs whilst

maintaining sufficient reserves.

Outlook

Our flexible investment model has consistently

demonstrated its resilience and ability to generate

significant returns. We have implemented a capital

allocation policy that aligns with our current share

price discount to NAV and the anticipated timeline

for realisations. This policy ensures that we are well-

positioned to maximise value for our Shareholders

while maintaining a prudent approach to capital

management.

We remain cautiously optimistic on the stabilisation of

interest rates, and the early signs of renewed capital

raising activity, indicating a potential shift towards a

more favourable investment climate. The strength of our

business model stands us in good stead.

I extend my thanks to the Molten team and look forward

to delivering on our strategy in the year to come.

Martin Davis

Chief Executive Officer

Our strategic

acquisitions

and disciplined

investment

approach provide

a foundation

to capitalise

on emerging

opportunities.

MOLTENVENTURES.COM 11 10 ANNUAL REPORT FY24

STRATEGIC REPORT

CEO’s statement continued

Venture capital: an overview

We believe that venture capital works best when VCs give their energy to help companies succeed.

At Molten this ‘energy’ can come in the form of capital, experience or knowledge, as well as building

relationships with our portfolio companies that demonstrate our commitment for the long term.

In its most basic form, venture capital (VC) is a form of financing where

capital is invested into a company—a privately held start-up or small

business—in exchange for equity or convertible debt in the company.

While investing in early-stage technology companies comes with

a degree of risk, VCs are driven by a conviction that tomorrow’s

problems won’t be solved by today’s conventions, and that the

process of rapid technological innovation and transformation is set to

continue.

As well as generating returns for investors, VC is about empowering

start-up businesses with capital, mentorship, and advice to help them

succeed in their endeavours, and in doing so, helping them create

products and services that improve the human experience.

Sometime these endeavours are connected to some of the world’s

largest and most complex challenges, and at other times they could

involve entirely new problem sets which are yet to be clearly defined.

Starting a new business is always a daunting experience, and

entrepreneurs often find themselves having to educate investors,

customers, and the broader market as to why they exist at all.

Companies raise money from VC investors to:

1. help build their business and products

2. recruit and retain a good pipeline of talent

3. make acquisitions and invest further into intellectual property

4. acquire access to relevant networks and relationships, and

5. gain advice and guidance from seasoned operators

VC investors take the opportunity to assess companies, and invest

in those they believe to have highly credible management teams, a

unique product offering, and a framework to execute a business plan

and become a prominent competitor in their respective market niche.

There are three major VC markets globally which are the US, Europe, and

Asia, and in 2023, over $300bn was invested between those regions in

start-up businesses. While the US and Asia are larger than the European

VC market, Europe is growing at a faster rate, and the capital sought to

support that market growth is failing to keep pace. For this reason, Molten

continues to see great opportunities to invest in the category-defining

businesses of tomorrow, with a focus on investing in the best venture-

stage opportunities throughout Europe.

17%

European VC market CAGR

(2015-2023)

$66bn

European VC market valuation

(2023)

189

No. of active unicorns in Europe

combined value over $500bn (2023)

EU deals by round size ($bn) per year

<$2M $2-$10M $10-$20M $20-$50M $50-$100M $100-250M $250m+

2,000

4,000

6,000

8,000

10,000

12,000

2024

(YTD)

202320222021202020192018201720162015

Source: Pitchbook data up to 31 March 2024

Capital invested by stage ($bn) per year

<$2M $2-$10M $10-$20M $20-$50M $50-$100M $100-250M $250m+

100

120

140

2024202320222021202020192018201720162015

Source: Pitchbook data up to 31 March 2024

Our market at a glance

Market events that have occurred

in VC in the past year

Over the past 12 months the global economy has experienced

stabilised high interest rates across most major currencies, including

the USD, EUR and GBP. Towards the end of 2022 (and into the

beginning of 2023) asset prices were volatile which seeped into the

private markets. Across 2023 and early 2024, both valuations and

volatility began to stabilise, with recent new heights on the S&P 500,

STOXX 600, and the FTSE 100.

Going forward, the consensus for global monetary policy appears

to favour dovish sentiment which historically has supported upside

potential for equity prices. As these market dynamics filter into the

VC market there is a sense of cautious optimism for new compelling

investment opportunities. In September 2023 we saw the highly

anticipated Tech IPO for ARM Holdings which was widely regarded

as a barometer for the IPO market. ARM successfully raised nearly $5

billion and has shown promising after-market performance. This is

evidencing that ‘good deals can get done’ and that the public market

is ready to support outstanding high growth technology businesses.

The market is showing signs of improvement, and technology

businesses are coming back into focus to drive performance through

innovation. Much of the tailwind experienced in the technology

market over the past 12 months has been driven by the potential

productivity gains through rapid adoption of artificial intelligence.

Microsoft’s most recent investment in Open AI valued the business

at $80 billion, NVIDIA’s market cap had crossed $2 trillion, surpassing

Google and closing in on Apple and Microsoft. At the earlier stages of

the business lifecycle, Molten is seeing companies take the next step

in this market and focusing more closely on real-world applications to

drive productivity gains.

Private markets typically lag public markets and 2023 displayed the

largest contraction in European VC within the last ten years. 2023

saw $66 billion invested in European VC deals which was down 42%

from the previous year. Much of that contraction was due to liquidity

restrictions in a challenging fundraising environment coupled with

repricing dynamics as a result of a higher interest-rate environment.

Given the public sphere showed more promising returns than

anticipated over the last 12 months to March 2024, we anticipate

seeing improvements in the private market over the next 12 months

due to that lag effect.

Currently in 2024, we are witnessing more capital invested in European

VC than in 2023. Since 2015 that continues to follow a growth trajectory

for the market which is scaling more rapidly than the US or Asia.

Looking closely at the quarterly investment data for European VC (see

charts on bottom of this page), it was the larger rounds in excess of

$100 million that saw the biggest contractions throughout 2023, while

investment in smaller/earlier rounds continued to persist at more

modest valuations. Q1 2024 saw some larger deals (in excess of $250

million) come to market, raising over $7 billion in aggregate in the first

quarter. Comparatively, the total investment in rounds at or above $250

million over all four quarters in 2023 was only $11 billion.

Heading into the remainder of 2024, Molten sees value opportunities

in the market. With the recent acquisition of Forward Partners, and

having acquired a stake in Seedcamp III, we have an expanded

portfolio of assets, combined with those in our Fund of Funds

programme, which continue to present us with unique investment

opportunities. With this in mind, Molten is well positioned to invest in

the most interesting and competitive deals in the market throughout

the next 12 months.

Who are Molten and how do they fit in the VC sphere?

Molten disrupted the conventional venture capital model,

recognising the limitations of traditional approaches in driving

sustainable, transformative growth by pursuing an IPO in 2016.

Our focus is to collaborate with entrepreneurs who share in our

conviction that disruptive innovation is imperative for building

enduring, category-defining businesses.

Molten’s legacy traces back to 2006 when Esprit Capital Partners

was established as a spin-off from a larger asset manager.

Since then, we have scaled into a well-established VC platform,

supported by a team of over 60 professionals dedicated to

investing in promising start up and growth-stage businesses.

While headquartered in London and Dublin, Molten’s investment

platform has a pan-European mandate, spanning the entire lifecycle

from seed stage (typically as a limited partner) to later stages

(typically as a direct investor) through to IPO or acquisition. Our

adaptable platform is designed to facilitate long-term investments

and support companies throughout economic cycles, with a focus

on businesses capable of fundamentally disrupting the status quo

and becoming category leaders.

As a minority equity investor, Molten fosters early relationships

with portfolio companies, and adds value through active Board

participation. Beyond capital, we provide entrepreneurs and

management teams with strategic advice, mentorship, and access

to a global network, which creates outcomes for all stakeholders,

including our Shareholders.

Molten operates a unified strategy across three vehicles: the plc,

and the managed EIS and VCT funds. Where investments qualify,

this structure enables us to combine three capital pools to invest in

the UK and Europe’s most promising technology companies in a

risk-adjusted and tax-efficient manner for our respective investors.

Additionally, our Fund of Funds programme, established in 2017,

enables us to gain exposure and invest in the most promising seed

and early-stage venture capital funds across the UK and Europe.

Seed and early-stage investing is a highly localised endeavour,

requiring deep networks within local ecosystems of angel investors,

incubators, and technology entrepreneurs. We believe that

nascent businesses are best funded by investors who can engage

founders locally or within specific verticals, and our Fund of Funds

programme (complemented by the acquisition of Forward Partners)

allows us to effectively leverage this expertise.

Our decision in 2016 to IPO on the AlM growth market of the

London Stock Exchange, and Euronext Dublin, thereby adapting

beyond the traditional GP/LP model to become one of the largest

public venture capital firms in Europe, was partly driven by our

commitment to ‘democratise’ the returns available from venture

capital as an asset class, and make the rewards of our investments

accessible to public market investors, not just a small group of

Limited Partners.

Our innovative structure as a public company allows us to direct

capital from institutional and retail investors towards our portfolio

companies. We benefit from an evergreen balance sheet strategy

that offers flexible investment terms, and allows Molten to focus

on helping portfolio companies grow, while evaluating the market

for optimal exit conditions, which we aim to achieve above NAV to

maximise value for our Shareholders. This structure also provides

us with the flexibility to raise capital from public market investors,

including retail investors via the PrimaryBid platform, giving us the

‘firepower’ to pursue investment opportunities.

Our direct investment strategy primarily focuses on early and

growth-stage opportunities. We maintain a balanced portfolio that is

diversified across four key sectors of consumer tech, enterprise tech,

digital health and wellness, hardware and deeptech.

MOLTENVENTURES.COM 13 12 ANNUAL REPORT FY24

STRATEGIC REPORT

Market overview

Seed stage

Seed funding round provides the capital

a business needs in its early stages to go

from an idea to a real product or service.

Investment

process

Realisation

returns

Early stage

Early stage capital mostly covers all the

investments a start-up needs to begin

generating positive and continuous

revenue.

Growth stage

The growth stage of the

business is when it expands,

market share increases, and

profits start to accumulate.

Late stage

Companies at this stage reach scale

with sustained revenue. Cash flow from

operations is an inflow as the company

maximises profits.

Buyout/IPO

Businesses have reached maturity and

is typically when VCs look to exit via

PE buyout or IPO.

Fund of Funds

EIS

VCT

Molten Ventures plc

Third-Party Capital Strategy

We back businesses with the capital, expertise and networks to fuel their growth.

Our brand, people, networks, and Fund of Funds programme offer a large

pipeline of promising private technology companies from across Europe.

Thousands of

companies

raising in Europe

We talk to,

closely track, and

screen thousands

of companies

per year

We aim to make

15-30 new

and follow-on

investments per

year

Fully

realised

Partially

realised

Accessed via strategic relationships

with Earlybird or Seedcamp

Key

1x exits:

£19m

of returns

1-3x exits:

£93m

of returns

3x exits:

£377m

of returns

3x exits:

£377m

of returns

1-3x exits:

£93m

of returns

1x exits:

£19m

of returns

MOLTENVENTURES.COM 15 14 ANNUAL REPORT FY24

STRATEGIC REPORT

Business model

Team structure and supporting companies for growth

Investment Team meetings

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.

Dealflow

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).

Partnership Team

Our seasoned and stable Partnership Team boasts

extensive cross-sector expertise. Whether facilitating

connections or sharing insights, they’re dedicated

to supporting growth. Many have been founders

themselves, adept at guiding companies through

international expansion, customer acquisition, hiring,

funding rounds, exits, and IPOs.

Platform Team

Our Platform Team handles investments, evaluations,

and post-investment portfolio engagement. Supported

by legal, compliance, investor relations, finance, and

ESG specialists, we aid companies with branding,

regulatory compliance, public markets, governance, and

implementing sustainable ESG strategies as they scale.

Integration of ESG in our investment strategy

We are committed to responsible investing through the life cycle of our investments, from pre-screening to exit. We believe that

ESG integration across our portfolio is paramount and enables us to fulfil our broader corporate purpose: to advance society through

technological innovation. All prospective portfolio companies in which we consider making a direct investment are initially screened against

our Exclusion List and thereafter assessed as part of our ESG due diligence process before a final decision is taken on the investment.

See page 15 of our Sustainability Report.

We invest in high-growth private technology companies in the UK and Europe.

We back businesses with the capital, expertise and networks to fuel their growth.

Investing in early-stage companies is our core business, with access to seed stages

via our Fund of Funds programme and Earlybird partnership.

Fund of Funds

Our Fund of Funds programme – now

connected with third-party capital – allows

us to support fund managers across the UK

and 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

across the UK and Europe.

Earlybird

As well as a co-investment partner, we have

invested into seven of the Earlybird funds,

allowing us to expand our investment

footprint 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 and early stage

fund managers have

enabled us to access

exciting opportunities

into forward-thinking

European companies

via investments through

Special Purpose Vehicles.

Direct

We invest directly,

deploying capital in

the UK and across

Europe, generally

in early and growth

stage deals.

Secondaries

We look to access

exceptional secondary

investments at attractive

valuations from time-

to-time, by acquiring

investments held 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.

We invest in four core sectors

using several deployment strategies

and our responsible investment process

Consumer technology Hardware and Deeptech

New consumer-facing products, innovative business

models, and proven execution capabilities which bring

exceptional opportunities that are enabled by technology.

R&D-heavy technologies which emerge to become

commercially dominant, upending industries and

enabling entirely new ways of living and doing business.

Enterprise technology Digital health and wellness

The software infrastructure, applications and services that

make enterprises more productive, cost-efficient, and

smoother to run.

Using data, software and hardware to create new

products and services for the health and wellness market.

For more info see p 28

Our investment 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

MOLTENVENTURES.COM 17 16 ANNUAL REPORT FY24

STRATEGIC REPORT

Business model continued

Our strategy consists of six clear objectives, underpinned by our corporate purpose ‘to advance society

through technology and innovation’.

Strategic objective FY24 progress FY25 outlook Links

To back disruptive

high-growth

technology companies

to invent the future

• Continued development of our platform

and team.

• Investments of £65 million made during the

year, including £25 million share-for-share

exchange for Forward Partners, with an

additional £37 million from the managed EIS/

VCT funds.

• Invested into 13 new and existing companies

(direct) and committed to 6 new funds via our

Fund of Funds strategy.

• Trading performance of our portfolio

companies continues to be strong, with

weighted average revenue growth rates in

the core portfolio expected to be over 52%

in 2024.

• Expected level of annual

deployment in the region of

£100-150 million, including the

managed EIS/VCT funds.

Link to

principal risks

(pages 58 to 65)

1, 2, 3, 5,

6, 7, 8

Link to KPIs

3, 4

To fuel their growth

with access to capital

• Investments of £65 million made during the

year, including £25 million share-for-share

exchange for Forward Partners, with an

additional £37 million from the managed EIS/

VCT funds.

• Expected level of annual

deployment in the region of

£100-150 million, including the

managed EIS/VCT funds.

Link to

principal risks

(pages 58 to 65)

1, 3, 4, 5, 9

Link to KPIs

To provide a

holistic capital

model, supporting

entrepreneurs through

the duration of their

journey

• £57 million of cash and £60 million undrawn

RCF at 31 March 2024, with a further £66 million

available for investment from EIS/VCT funds.

• Committed to a further six Fund of Funds,

leading to total commitments in 80 funds as

part of our Fund of Funds programme.

• Investments from the managed EIS/VCT funds.

• 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 58 to 65)

1, 3, 4, 7, 8

Link to KPIs

3, 5

To scale our platform

for growth while

maintaining the

integrity of the

investment process

• The platform’s AUM (including EIS and VCT) is

c. £1.8 billion.

• Share-for-share acquisition of Forward Partners

contributing 40+ companies to the portfolio,

and new Investment and Finance team

members.

• 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 58 to 65)

1, 2, 3, 4, 7, 9

Link to KPIs

1, 3, 5

To maintain a

high-quality bar for

investments to continue

to deliver strong

investment returns

underpinned by cash

realisations

• Fair value increase of 0.4% in the gross

portfolio.

• Realisations of £39 million during the year.

• Continued target of 20% fair value

growth through the cycle.

• Continued target of 10% in

realisations of the Gross Portfolio

Value through the cycle.

Link to

principal risks

(pages 58 to 65)

3, 4, 7, 9

Link to KPIs

1, 2, 4

To support visionaries

who find new ways for

the world to work in the

future. We want that

future to be sustainable,

fair and accessible to all

Achievement of FY24 ESG KPIs - see page 48 of

this report for further details, or see more in our

inaugural Sustainability report, also published

today.

• See page 49 for details of FY25

ESG KPIs.

Link to

principal risks

(pages 58 to 65)

3, 4, 5, 7, 9

Link to KPIs

We are focused on delivering a strong financial performance and achieving the targets we have set.

These core KPIs demonstrate our strategy’s effectiveness, and validate the value delivered to Shareholders.

KPIs Measurement Progress this year Focus for 2025

Growth in value

of the portfolio

Gross Portfolio Value determined

using IPEV Guidelines.

Gross Portfolio Value has increased

to £1,379 million, with a fair value

movement of £6 million, reflecting

a fair value increase of 0.4% from

FY23 (FY23: £1,371 million).

Continued target of 20% fair value

growth through the cycle.

Realising

cash

Cash generated from portfolio

company exits against original

cost.

£39 million realised in the year

(FY23: £48 million).

Continued 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.

Investments of £65 million

made during the year, including

£25 million share-for-share

exchange for Forward Partners,

(FY23: £138 million), with an

additional £37 million from the

managed EIS/VCT funds (FY23: £41

million).

Expected level of annual

deployment in the region of

£100-150 million, including

EIS/VCT.

Dealflow

We maintain an internal database

of opportunities.

We continually track deals done

at stages earlier than our target

investment criteria and filter to

pre-qualify future potential deals.

Through our brand and network,

continue to access high quality

dealflow across Europe.

Cash

balances

Maintaining sufficient liquidity to

meet operational requirements,

take advantage of investment

opportunities and support the

growth of portfolio companies.

£117 million cash available to plc,

incluidng undrawn £60 million

revolving credit facility balance

from our £150 million debt facility

at year-end with £90 million term

debt drawn (FY23: £83 million,

£90 million drawn, with undrawn

revolving credit facility of £60

million) at year-end.

£66 million (FY23: £48 million) cash

in the managed EIS and VCT funds

available for investment.

Target maintenance of 12-18

months of cash resources.

ESG

Progress and track ESG

performance in line with our ESG

KPIs (see page 48).

We continued to make progress

in our ESG efforts, particularly

with regard to tailored portfolio

engagement (Please refer to our

Sustainability Report for more

detail).

Summary of our progress against

FY24 ESG KPIs (see page 48).

Execute on the Company’s FY25

ESG KPIs, which can be found in

the Sustainability section of the

report on page 49.

MOLTENVENTURES.COM 19 18 ANNUAL REPORT FY24

STRATEGIC REPORT

Our strategy KPIs

Our acquisition of Forward Partners

Molten completed its strategic acquisition of Forward Partners in March 2024 to

diversify and strengthen its portfolio and team. Molten has gained access to a

range of promising start-ups, in high-growth sectors across AI, alternative asset and

digital marketplaces, and is delighted to bring members of the Forward Team into

the Group in a move that complements Molten’s existing investments.

Forward Partners: an introduction

Forward Partners was founded in 2013 by Nic Brisbourne,

a former Molten Partner, and is a London-based venture

capital firm investing in early-stage UK businesses. Since

its establishment, the company continued to maintain

strong ties with Molten.

When Nic set up Forward, he hired a team of operators

and finance experts to create a unique investment firm,

dedicated to finding high quality opportunities to deploy

into performing pre-seed and seed-stage businesses.

At the date of completing the acquisition, Forward had

over 40 portfolio companies and a Gross Portfolio Value

of £65 million.

In 2021, Forward listed on the London Stock Exchange’s

AIM market, raising £36.5 million in an IPO that was

supported by Molten’s £2 million participation. The

existing relationship between Forward’s founding partner

Nic, and Molten’s Head of Fund-of-Funds, Jonathan

Sibilia, played an important role in the successful evolution

of the partnership. Molten has brought on five new staff

members who have all been warmly welcomed as strong

additions to Molten’s Investment and Finance teams.

Forward’s thesis is to partner with its portfolio companies

to offer more than just capital, using the team and

its operating specialists to influence key hires and

operational models, while supporting each company on

their path to success.

Forward Partners built a balanced, well-capitalised

portfolio of assets, and was well positioned in the context

of evolving market trends, complementing Molten’s

existing portfolio of 70+ companies. There is momentum

in Forward Partners’ assets, some of which are on a path to

become strategically valuable market leaders in attractive

niches, including companies with specialisms in applied AI

and other growth areas.

Molten and Forward Partners:

the deal

Molten acquired Forward in March 2024 via an all-share

transaction exchanging one Molten share for nine

Forward shares in a deal worth £37.5 million (£41 million

when originally announced). The transaction saw Molten

add over 40 assets with a book value of £65 million, and

£12 million in net cash onto the Molten balance sheet,

implying an attractive discount to NAV of 51%.

The acquisition provided Molten with an opportunity to

acquire a quality and well-invested portfolio. Molten has a

proven track record in acquiring and managing secondary

VC assets and delivering strong returns over time.

Forward’s Investment Team members have focused on

pre-seed and seed-stage investing, where they have

conducted thorough diligence on thousands of early-

stage deals. This expertise complements Molten’s early

and growth-stage investment practice; thus offering new

growth opportunities from the Forward portfolio, and

signalling ability and sector deal experience in Digital

Marketplaces, Applied AI and Web3-powered alternative

assets.

The rationale

Molten’s corporate purpose is to advance society through

technological innovation—whether this is achieved

through direct, primary or secondary investments;

growing and nurturing our Fund of Funds ecosystem; or

by acquisitions.

The acquisition of Forward Partners enhances our

competitive edge and further expands our ability to work

directly with transformative founders and technologies at

earlier stages (pre-seed and seed).

Our unique listed platform and broad investment

mandate to support businesses for the long term,

provides us with the flexibility to undertake this type of

M&A activity that others are less able to, by virtue of their

structure and investment model.

At this point of the economic cycle, we have seized the

opportunity to acquire secondary assets at a significant

discount, while also underscoring our commitment to

strengthening our Shareholder register.

Our decision reflected a calculated move to leverage the

current market dynamics to Molten’s advantage. The high-

interest-rate environment and depressed valuations we

are seeing present an opportunity to invest in and secure

valuable assets like Forward Partners, at a favourable

moment in the cycle. We remain confident in our strategy,

and ability to navigate and grow amidst economic

uncertainties, while positioning the portfolio for growth,

as and when the market stabilises.

We believe that Forward Partners’ culture of innovation,

track record of successful investments, and its team’s

expertise, will serve to further strengthen Molten’s

capabilities and competitive advantage in the venture

capital market.

I founded Forward Partners because there was a

gap in the market for a dedicated pre-seed and

seed-focused fund, inspired by the emergence of

Silicon Valley funds focused on the earliest stages.

The UK seed market has gone from strength to

strength since then and I am proud of the role

Forward played in getting it going.

It’s great to be back at Molten. It’s a bit like coming

home, albeit the Company is much larger than when

I left. The deal made sense for us because we are now

part of a bigger and better capitalised group, and

because our strategies complement each other.

Nic Brisbourne

The acquisition is a bold step for Molten as

it looks to capture more of the innovation

market by driving value creation in a

challenging economic landscape.

The addition of Forward Partners will enable

us to diversify the blend of maturity of

our assets, and provide a broader pipeline

for follow-on investment. This ongoing

expansion of the platform helps position

the business to capture opportunities at

attractive valuations in what remains a

buyer’s market for venture capital.

Martin Davis

CEO Molten

Molten Ventures welcoming the Forward Partners team

MOLTENVENTURES.COM 21 20 ANNUAL REPORT FY24

STRATEGIC REPORT

Our strategy in action

The vision

The UK and Europe are home to some of the most talented entrepreneurs and VC-

backed businesses globally. And by understanding the dynamics of private markets,

we can leverage our deep network and expertise to create value for our public market

Shareholders.

Molten’s flexible capital model enables the firm to provide liquidity solutions through

Limited Partners and existing investors in technology businesses, by acquiring positions in

individual assets or funds. Accessing high-quality tech business via Secondaries has always

been a key component part of Molten’s strategy.

Acquired a secondary position in Seedcamp Fund III

Molten Ventures has been investing in select secondary opportunities since its

inception, and has previously acquired secondary positions in Seedcamp Funds I

and II, EarlyBird DWES Funds IV, and EarlyBird Digital East Fund I.

The strategy

Through its extensive network, Molten identifies opportunities

where investors holding multiple stakes in high-growth technology

companies desire liquidity across one or more of their holdings for

strategic reasons.

As part of Molten’s secondary strategy, the focus is on acquiring high-

quality asset portfolios at attractive discounts. This approach offers the

benefits of investing in more mature companies and a shorter path to

realisation opportunities. Molten has demonstrated a proven ability to

create value through these transactions.

The Investment Team rigorously analyses underlying portfolios of

potential secondary targets, evaluating key value drivers using the

same disciplined process as primary investments. Molten leverages

high-performing assets to target funds which are nearing the end

of their life cycle (and have proven later-stage assets) with visibility

on potential exit opportunities; via portfolio acquisitions, LP stake

purchases, whole firm acquisitions, or direct secondaries from early

investors.

The track record

Molten has a proven track record in secondary portfolio acquisitions,

and in unlocking significant value for Shareholders through acquired

venture capital portfolios such as Seedcamp Funds I & II, Earlybird

DWES Funds IV and VI, and Earlybird Digital East Fund I. This positions

Molten to take advantage of the market environment (which gives

rise to opportunities within Molten’s range of of expertise) to acquire

portfolios or secondary stakes with attractive expected-return profiles.

The Company has a long-standing relationship with Seedcamp, which

has seen Molten making LP commitments into Seedcamp’s Fund IV

in 2017, Fund V in 2020 and Fund VI in 2023. At the time of its first

LP commitment into Fund IV, Molten also completed a secondary

transaction with Seedcamp, acquiring all unrealised assets in Fund

I and II, providing liquidity to the LPs in two later-life funds, with

potential for near-term realisation opportunities and robust returns

(2.0x TVPI (total value to paid-in).

Since 2017, Molten’s secondary opportunities have, in aggregate,

delivered a TVPI of 2.5× and DPI (distributed to paid-in capital) of 2.3×

demonstrating Molten’s ability to create value while providing access

to high-quality later-stage businesses, and allowing capital to be

recycled back to the balance sheet more quickly.

Molten Secondary Fund transactions

pre-/post IPO

Pre-IPO Post-IPO Total post IPO

plc Secondary

Funds’ track

record3i

Transaction date Sep 09 Nov 17 Feb 19 Feb 19

# Assets 23 41 10 11 62

Cash Price £70m £18m £55m £17m £90m

Discount to NAV 20% 27% 20% 5% 19%

Distributions £126m £36m £99m £74m £210m

Total return (TVPI) 1.5× 2.0× 2.0× 4.7× 2.5×

Cash return (DPI) 1.5× 2.0× 1.8× 4.3× 2.3×

The deal

Molten acquired an LP interest in Seedcamp’s 2014 Fund III. The deal was offered to existing LPs, and Molten acquired

approximately 19% of the fund for a total value of €8.5 million as part of a strategy to acquire a high-quality portfolio of

unicorns and category-leading tech businesses in Europe.

The core assets

The 2014 vintage fund contains a portfolio of high-growth, disruptive technology companies, with the value concentrated

in five mature, proven value drivers in attractive market segments: Revolut, Pleo, Grover, WeFox Thriva and Curve.

Revolut is a common portfolio company between Seedcamp and Molten, and one of Europe’s largest unicorns. Molten

directly invested in Revolut (in May 2018), and has followed the company’s progress with conviction behind the business

ever since.

The Group does not envisage that it will need to provide any further funding to the underlying portfolio companies.

One of the world’s largest retail fintech platforms offering banking, investment, and

insurance services to over 40 million customers in 150 countries alongside a business

banking offering with over 500k customers.

A business expense management platform helping businesses manage corporate

spending. Platform features include virtual and physical expense cards, real-time

spending analytics, automated reporting, and accounting software.

A subscription-based rental service for consumer electronics. Grover allows its

customers to rent the latest consumer electronics instead of buying them outright,

saving them money on a “pay for usage” model. Products include laptops, smartphones,

tablets, cameras, headphones, and much more – across 15 countries, including

Germany, France, Spain, the Netherlands, and the UK.

A digital insurance company creating simple affordable products for consumers.

The Company offers car insurance, home insurance, and travel insurance all priced,

underwritten and executed digitally both directly and through insurance brokers.

A personal health tech solution that provides at-home blood tests (and health insights)

directly to consumers, alongside healthcare professionals. It offers a variety of blood

tests, including tests for cholesterol, blood sugar, and vitamin D, among others.

Thriva is available in Ireland, the Netherlands and the UK.

Curve – A fintech platform consolidating customer credit and debit cards into a single

usable interface, giving them full control over their finances. Curve offers features like

cashback rewards, travel insurance, fraud protection and automated spending limits.

The company has over 4.3 million customers.

€8.5m

Cost of investment

Key assets

MOLTENVENTURES.COM 23 22 ANNUAL REPORT FY24

STRATEGIC REPORT

Our strategy in action continued

We are encouraged by the

resilience demonstrated by

our portfolio companies.

Ben Wilkinson

Chief Financial Officer

I’m delighted to present our 2024 results, which demonstrate the flexibility of our

operating model. Capital preservation has been our focus in response to a more

challenged venture capital market during a period of higher interest rates and

subdued valuations.

The current market cycle has been characterised by higher interest

rates leading to lower valuations, as a function of the cost of capital

increasing, and reduced liquidity in an environment with less M&A and

IPO activity. This backdrop has been in place since March 2022, and

we responded quickly to reflect the reduced public market valuation

multiples for technology businesses into our portfolio holding values

in September 2022 (the first valuation period following the market

adjustment). Alongside ensuring our portfolio holding values are

consistent with the prevailing market, in line with IPEV guidelines,

we focused on preserving the balance sheet capital by reducing the

amount invested and ensuring there was sufficient liquidity to support

our existing portfolio.

The resilience of the portfolio has been demonstrated by: (1) the

capital raisings that have been undertaken during this past two years,

with over £1.2bn raised in FY23 and FY24, in spite of a less active

fundraising environment, (2) the continued commercial traction and

revenue growth of the portfolio businesses, and (3), the limited capital

support that was required from Molten.

As we appear to be entering an improving environment for

realisations, the robustness of our valuation processes and the quality

of our underlying portfolio is being validated as demonstrated by our

recent announcements, relating to portfolio companies Perkbox and

Endomag, modestly above their holding values.

The flexibility of our evergreen balance sheet model has been further

illustrated through the equity fundraise in the year to take advantage

of opportunities presented by a disconnected market, where asset

prices have been depressed alongside limited liquidity. This provided

an opportunity for the Group to acquire high-quality assets via a share

acquisition of Forward Partners ,and also through a stake in Seedcamp

Fund III.

The financial year 2024 reflects a continuation of this more challenged

market environment, but also demonstrates stability in the portfolio

values in the second half of the year. The first half of the year saw

further reduction in valuation multiples across the broader technology

sector before stabilising in the latter half of the year. In addition to

the decline in public market technology valuations, private company

fundraising has continued to stutter across the broader market, outside

of specific pockets of interest. We have seen the impact of these

factors in our own portfolio valuations. Despite this macroeconomic

picture, it has been pleasing to see continued value creation stemming

from our secondary strategy. Our acquisition of a stake in Seedcamp’s

Fund III, along with an all-share acquisition of Forward Partners (both

which took place in the second half of the year) contributed fair value

uplifts to the portfolio.

As ever, cash runway and preservation of liquidity remain key for our

portfolio, and we are encouraged by the resilience demonstrated

by our portfolio companies, as they continue to balance capital

preservation and growth priorities.

The first half of the financial year saw a reduction in portfolio value

which was offset in the second half by a slight increase in the valuation

of the existing portfolio, and increases in fair value following the

acquisitions of Forward Partners and Seedcamp III. As at 31 March

2024, net assets stood at £1,251 million, an increase of £57 million on

the prior year.

We have generated fee income during the year of £20 million, which

serves to offset our cost base such that our costs (net of income)

remain substantially less than 1% of NAV. As we continue to build a

broader platform to incorporate third-party assets alongside our own

balance sheet, we have seen the benefit of fee income covering 93%

of our general administrative expenses, including salaries. Minimising

the cost drag on investment returns remains an area of focus for our

management team.

The Forward Partners acquisition is recognised at fair value through

profit or loss (“FVTPL”) in the Consolidated Statement of Financial

Position and as a gain on bargain purchase in the Consolidated

Statement of Comprehensive Income. The terms of the acquisition

for Forward Partners were one new Molten share for nine Forward

Partners shares, resulting in a portfolio cost of £25 million (net of cash

acquired). On acquisition, the Forward Partners portfolio was valued

at £65 million, representing a gain on bargain purchase of £39 million.

For more information of this transaction see Note 14.

Statement of financial position

Portfolio

The Gross Portfolio Value at 31 March 2024 is £1,379 million

(£1,371 million at 31 March 2023). The Gross Portfolio Value is an

APM (see Note 35) and there is a reconciliation from the gross to net

portfolio value (see Note 30).

Molten has maintained a disciplined approach to its capital allocation

through FY24, with cash investments below historical investment

rates, and aligned to realisations during the period. Investments of

£65 million, including £25 million representing the Forward Partners

share-for-share exchange (net of cash acquired), were made during

the year; and cash proceeds from exits, escrows and sales of shares

were received of £39 million.

The gross fair value reduction on the portfolio was £18 million, of

which £24 million results from a decline in foreign exchange and

offset by an increase of £6 million from fair value movements. Further

details on the Group’s valuation policy and valuations basis as at

31 March 2024 can be found in Notes 4 and 30 to the consolidated

financial statements. The gross portfolio fair value has stabilised from

and is broadly flat for the year at constant currency, reflecting a modest

increase in the like-for-like portfolio in the second half of the year.

The Gross Portfolio Value, presented on page 26, is subject to

adjustments for the fair value of accrued carry liabilities and deferred

tax to generate the net portfolio value of £1,292 million. Both carried

interest liabilities and deferred tax arise at the level of our investment

vehicles and are taken into account when arriving at the fair value

of these vehicles to be recognised in the consolidated statement of

financial position.

The Net Portfolio Value has increased by £15 million to £1,292 million

(31 March 2023: £1,277 million) with the summary of the movements

in financial assets held at fair value through the profit and loss (FVTPL)

which is recognised on the Consolidated Statement of Financial

Position, is shown on page 112 below.

The fair value reduction of £29 million, in accordance with the

relevant IFRS in Note 4(j), comprised of fair value movement on

investments of £68 million is reflected in the consolidated statement

of comprehensive income, offset by a £39 million gain on bargain

on purchase. Carry balances of £87 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 £2 million were made in the year following the

realisation of assets in the underlying fund holdings that exceeded

threshold returns. The non-investment movements to entities held at

FVTPL were made of £16 million, including for settlement of priority

profit share (“PPS”). The Gross Portfolio Value table below reconciles

the gross to net portfolio values, and the movements between 31

March 2023 to 31 March 2024. The percentage of net portfolio value to

Gross Portfolio Value is 94% (31 March 2023: 93%), which reflects the

decrease to carry balances in line with the movements of the portfolio.

Total liquidity

The consolidated cash balance at 31 March 2024 was £57 million

(31 March 2023: £23 million).

Total available cash for Molten Ventures at 31 March 2024 was

£117 million, including £60 million undrawn on the Company’s

revolving credit facility (31 March 2023: £83 million, including

£60 million undrawn on the Company’s revolving credit facility).

In November 2023, we completed an equity fund raise of £55 million (net

of fees) from new and existing investors (including a PrimaryBid retail

element), to enable our position for new follow-on direct and secondary

investments. Molten issued 21,261,548 shares comprising a placing,

subscription, retail offer and offer for subscription. The proceeds of the

placing are recognised in the cash balance at the year end and within the

share capital movements (please see Note 26 for further detail).

Debt facility

The existing debt facility with J.P. Morgan Chase Bank N.A. London

Branch (‘JPM’) and HSBC Innovation Bank Limited (‘HSBC’) (the ‘Debt

Facility’) comprises a £90 million term loan and a revolving credit

facility (‘RCF’) of up to £60 million on three and two-year availability

periods respectively, and is secured against various assets and LP

interests in the Group. The Debt Facility interest rate is SONIA plus a

margin of 5.5% per annum and is underpinned by the value of the

investment portfolio. The value of the portfolio companies is subject to

periodic independent third-party valuation. The Debt Facility is utilised

for investment and working capital purposes.

We have been compliant with all relevant financial covenants

throughout the duration of the debt facilities and at period-end.

During the year, we amended the terms of the covenants relating to

loan to value and market adjusted GAV to provide additional flexibility,

see Note 24(i) for more information.

As at 31 March 2024, the £90 million term loan is fully drawn and the

£60 million RCF is undrawn and fully available, subject to utilisation

conditions. The drawn amount is recognised in the Consolidated

Statement of Financial Position at 31 March 2024, offset by capitalised

fees from the set-up of the Debt Facility, which are being amortised

over its life. Drawdowns and paydowns on the Debt Facility will

be driven by portfolio investments and realisations. For further

information, please see Note 24(i).

Net assets

Net assets in the Consolidated Statement of Financial Position at

31 March 2024 have increased by £57 million from 31 March 2023,

to £1,251 million, an increase of 4.7%. This is mainly the result of the

increase in the investments balance and cash due to the fund raise and

Forward Partners’ acquisition, along with a decrease in deferred tax

liability recognised in the statement of financial position.

The Net Asset Value per share for the year ended 31 March 2024 was

662p (31 March 2023: 780p) after the issuance of new shares for the

equity fund raise and share-for-share acquisition of Forward Partners.

Statement of comprehensive income

We recognised a loss after tax in the year of £41 million, compared to a

£243 million loss in FY23.

Income recognised during the year ending 31 March 2024 comprises

investment fair value decreases of £29 million (year ending

31 March 2023: £240 million decreases), including the gain on bargain

purchase attributed to the Forward Partners portfolio of £39 million.

Fee income of £20 million was generated in the year (year ended

31 March 2023: £23 million), which is principally comprised of priority

MOLTENVENTURES.COM 25 24 ANNUAL REPORT FY24

STRATEGIC REPORT

Financial review

profit share (“PPS”), management fees from the managed EIS/VCT

funds, performance fees and promoter fees. PPS is generated from

management fees charged on the underlying plc funds, as invested

capital, net of realisations, increases so too does the PPS income.

The decrease in fee income in the year is a result of a decrease in

PPS percentage held in older vintages with the decreased level of

investments in 2024. This has resulted in management fees decreasing

by 12.7% in the period.

Our operating costs (net of fee income) continue to be less than our

target of 1% of NAV. It is anticipated that further income from fees

generated from management of third-party funds will provide a further

positive contribution to our cost base and profitability in the future.

Finance expenses have increased to £11 million from £7 million in

2023 due to the debt facility being utilised for the full 12 months and

an increase in the rate of SONIA. General and administration costs

(“G&A”) of £21 million, compared to the £19 million recognised in

the year to 31 March 2023, have increased in comparison to the prior

year following the growth of the Investment Team and supporting

infrastructure.

Post-period end

On 30 April 2024, Hologic, Inc, a NASDAQ listed entity, signed a

definitive agreement to acquire Endomagnetics Ltd. (‘Endomag’).

The acquisition, which is subject to regulatory approval as well as

working capital and other customary closing adjustments, values

Endomag at approximately $310 million, which is at a slight uplift to NAV.

Ben Wilkinson

Chief Financial Officer

11 June 2024

Gross portfolio value table

Investments

Fair value of

investments

31-Mar-23

£’m

Investments

£’m

Realisations

£’m

Non-

investment

cash

movements

£m

Movement

in foreign

exchange

£’m

Fair value

movement

£’m

Fair value

movement

Fair value of

investments

31-Mar-24

£’m

Cost of

Investment

31-Mar-24

£m

Multiple of

Invested

Cost

31-Mar-24

Ownership

interest

range

ThoughtMachine 109.6 – – – – (10.4) (10.4) 99.2 36.5 2.7× A

Coachhub 96.6 – – – (2.6) (2.1) (4.7) 91.9 31.3 2.9× C

Aiven 94.5 – (6.7) – (2.3) (3.5) (5.8) 82.0 4.6 14.0× B

Ledger 71.8 – – – (1.7) (9.0) (10.7) 61.1 28.5 2.1× B

Aircall 58.6 – – – (1.3) 3.2 1.9 60.5 14.3 4.2× B

Form3 52.4 – – – – 6.8 6.8 59.2 30.1 2.0× B

Revolut 54.5 4.0 – – (1.1) 7.7

6.6

65.1 11.1 5.9× A

M-Files 44.9 – – – (1.4) 4.2 2.8 47.7 6.5 7.3× B

ICEYE 35.7 – – – (0.9) 8.1 7.2 42.9 22.5 1.9× B

Ravenpack 41.0 – – – (0.8) (3.0) (3.8) 37.2 7.5 5.0× D

Endomagnetics 34.0 – – – – 0.7 0.7 34.7 9.3 3.7× C

FintechOS 28.3 2.6 – – (0.8) (0.5) (1.3) 29.6 29.6 1.0× D

ISAR AeroSpace 27.4 – (1.9) – (0.7) (1.4) (2.1) 23.4 4.1 4.6× A

Schuttflix 21.1 1.7 – – (0.6) (0.1) (0.7) 22.1 21.5 1.0× B

Graphcore 37.2 – – – (0.4) (16.2) (16.6) 20.6 24.0 0.9× A

Hive MQ 20.9 – – – (0.6) – (0.6) 20.3 20.2 1.0× B

Perkbox 16.2 – – – – 0.1 0.1 16.3 14.0 1.2× C

Riverlane 13.4 – – – – 2.4 2.4 15.8 5.1 3.1× B

Freetrade 9.9 – – – – 4.6 4.6 14.5 14.0 1.0× B

Smava 8.5 – – – (0.4) 5.0 4.6 13.1 14.5 0.9× A

Remaining 494.3 57.0 (30.3) – (8.3) 9.0 0.7 521.7 509.7 1.1x

Gross portfolio

value

1,370.8 65.3 (38.9) – (23.9) 5.6 (18.3) 1,378.9 858.9 1.6x

Carry external (94.0) – 1.9 – – 5.0 5.0 (87.1)

Portfolio

deferred tax

– – – – – – – –

Trading carry &

co-invest

0.3 – – – – – – 0.3

Non-investment

cash movement

– – – 15.8 – (15.8) (15.8) –

Net portfolio

value

1,277.1 65.3 (37.0) 15.8 (23.9) (5.2) (29.1) 1,292.1

* 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%.

Enterprise technology

The software infrastructure, applications and services that make

enterprises more productive, cost-efficient, and smoother to run.

Digital health & wellness

Using data, software and hardware to create new products and

services for the health and wellness market.

Consumer technology

Consumer-facing services and 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.

Companies included in our company numbers and associated analysis

are direct investments, co-investment, Earlybird and assets under third

party management companies above a £2.0 million fair value threshold

to Molten Ventures.

Molten remained well-diversified across our four key sectors of investments which

capture technology subsector themes such as fintech, climate-tech, cloud-native

and security with early use cases of AI evident in our portfolio.

SPOT QA

PLIANT

Key

AI First AI-Powered AI-Enhanced

MOLTENVENTURES.COM 27 26 ANNUAL REPORT FY24

STRATEGIC REPORT

Financial review continued

Portfolio review

Cash runway within the portfolio remains a key focus within the current environment. We have continued

with discipline around our investment process, deploying £40 million into the portfolio, including the

acquisition of a stake in Seedcamp fund III, and investments into Fund of Funds and Earlybird strategies.

Portfolio valuations

The Gross Portfolio Value as at 31 March 2024 is £1,379 million, an increase of £8 million, net of investments, realisations and total fair value

movement, from the 31 March 2023 value of £1,371 million. This represents a 1% increase in gross fair value, due to the increase in investments

made in the year. £18 million is a net decrease, resulting from a £6 million increase in the gross fair value, offset by negative currency movements

of £24 million. Valuations remain robust due to 97% of the portfolio value holding downside protection thanks to preference rights.

Our portfolio valuations process continues to follow the IPEV Guidelines and aligns to the market movements in the period; we have seen

movements in some of our key assets to reflect public market comparatives. We continue to see overall revenue growth in our portfolio

companies with forecast weighted average revenue growth in the core of over 63% in the year, reflecting the ongoing innovation and digital

transition continuing across sectors.

The Core Portfolio is made up of 20 companies representing 62% of the Gross Portfolio Value. The core portfolio constituents has been updated to

reflect the increase in valuation attributed to Freetrade, Perkbox, Riverlane and Smava, with PrimaryBid moving to the emerging portfolio category.

Follow-on

Company Stage Who they are?

Growth

allplants is an online platform and chef-to-customer delivery service aimed at providing delicious and

healthy chef-made meals to make eating more plants less effort and more exciting. allplants dishes are

flash-frozen, ensuring nutrition and taste are locked in and ready to eat in minutes.

Growth

Clue is a period tracking app, a trusted menstrual health resource, and a thought leader in femtech. By

combining science and technology, Clue are actively changing the way people learn, access, and talk

about menstrual and reproductive health around the world.

Growth

Schüttflix is a digital logistics platform for the construction industry, linking contractors, bulk material

sellers, carriers, and disposers to enhance efficiency. Schüttflix digitizes traditional processes, providing

timely deliveries, price transparency, and efficient route management to reduce emissions and waste.

Schüttflix aims to streamline operations across Germany and expand into other European countries,

driving sustainability and digital innovation in construction logistics.

Growth

Aktiia is a health technology company specialising in continuous blood pressure monitoring without the

use of a traditional cuff. The innovative wrist-worn device provides accurate and convenient monitoring,

empowering individuals to manage their cardiovascular health pro-actively.

Growth

Sweepr has developed a contextually adaptive technical support platform for connected homes. With

Sweepr, consumer service providers and connected product manufacturers can transform how they offer

technical support, enabling customers to resolve issues without calling customer care and improving time

to resolve for any remaining issues that are escalated to traditional support channels.

Growth

Realeyes utilizes AI and computer vision to analyze how viewers react emotionally and attentively to

digital media. By measuring real-time responses through device cameras, it enhances advertising

effectiveness, supports identity verification, and improves applications in wellbeing and telehealth,

providing insights across various industries.

Growth

FintechOS is a technology company that simplifies the creation and delivery of financial services. It

provides a platform that accelerates the development of financial products, facilitating rapid deployment

and service improvements. The platform supports sectors like retail banking, insurance, and embedded

finance, helping businesses to efficiently launch and manage personalized financial services and enhance

customer experiences. FintechOS aims to democratize access to advanced financial technology for

companies of all sizes.

Fund of Funds Earlybird

Our seed and early-stage Fund of Funds programme continues to

expand, providing access to earlier stage companies, as well as deal

flow opportunities for the highest quality companies from within

these portfolios. During the financial year, we committed to another

6 funds, bringing our total commitments to 80 funds. Molten’s

commitments to new and existing seed funds at 31 March 2024

are £133 million, of which £84 million has been drawn to year-end

£15 million during the year excluding external LPs). It is anticipated

the remaining £49 million will be drawn over the next three to

five years.

During this period, funds managed by Earlybird VI and Earlybird

VII drew down £6 million. This allows us to continue to access

earlier stage companies in Germany and Europe with the benefit of

Earlybird’s expertise.

Realisations

Total cash proceeds from realisation and distribution during the year are £39 million, comprised of £9 million during the period from the sale of

Trustpilot shares in the public market, proceeds of £4 million from the acquisition of Friday Finance (formerly known as Airbank), and proceeds

of £12 million from the sale of Earlybird VI shares.

Included within the £39 million of realisations in the year is realisations of £5 million from the Fund of Fund programme.

Q2 Q3

Primary investments Follow-on investments Exits

2023

2024

Secondary

Our activities in the year

During the period, we invested £12 million directly into new and existing companies, including:

New Companies

Company Stage Who they are?

Early

Oliva is a B2B mental health platform offering online therapy to employees. By analysing thousands of

data points on how employees use Oliva, created the Employee Wellbeing Index. Based on this, Oliva’s

advanced triaging matches employees with the ideal professional and wellbeing plan for them.

Growth

The Morressier platform supports the entire pre-publishing journey, from hybrid and virtual conferences

where research is shared in its earliest stages, to journal submissions, peer-review workflows, and AI-

powered integrity checks.

Growth

Binalyze is a cybersecurity company offering a digital forensics and incident response (DFIR) platform

named AIR, designed to automate and streamline the collection, analysis, and management of digital

evidence. It enables rapid evidence acquisition, compromise assessment, and triage at scale across

network assets, significantly reducing incident response times and facilitating collaborative investigations.

Growth

Anima provides a comprehensive healthcare platform that integrates various care management tools

into one system, automating manual tasks and enhancing care team productivity. It supports online

consultations, facilitates document processing, enables detailed analytics, and improves communication.

Anima aims to streamline workflows, improve patient outcomes, and save clinical hours.

Growth

IMU Biosciences is led by a team of world-class scientists in immunology. IMU has developed leading-

edge biological and computational tools to interrogate the immune system. The company’s technology

platform generates a comprehensive analysis of immune system components in patient samples, so the

company is generating novel data using existing hardware.

Activities in the year includes

investments over £1 million directly

to Molten Ventures plc.

MOLTENVENTURES.COM 29 28 ANNUAL REPORT FY24

STRATEGIC REPORT

Portfolio review continued

125 150

£25m£50m£75m£100m £100m£75m£50m£25m

£521.7m

£99.2m

£91.9m

£82.0m

£61.1m

£59.2m

£37.2m

£29.6m

£23.4m

£16.3m

£15.8m

£14.5m

£13.1m

£22.1m

£20.6m

£20.3m

£60.5m

£65.1m

£47.7m

£42.9m

£34.7m

(

)

<£100m

125 150

£25m£50m£75m£100m £100m£75m£50m£25m

£521.7m

£99.2m

£91.9m

£82.0m

£61.1m

£59.2m

£37.2m

£29.6m

£23.4m

£16.3m

£15.8m

£14.5m

£13.1m

£22.1m

£20.6m

£20.3m

£60.5m

£65.1m

£47.7m

£42.9m

£34.7m

(

)

<£100m

£1,379m

Gross Portfolio Value at 31 March 2024

£65m

Cash invested during the period

£39m

Cash received from realisations during

the period

-£18m

Gross fair value movement

during the period

FY23 Fair Value

Investment

Fair Value increase

Fair Value decrease

Realised

* Remaining portfolio and co-invest –

not to scale

£61m invested

(£30m) realised

£8m Fair Value increase

MOLTENVENTURES.COM 31 30 ANNUAL REPORT FY24

STRATEGIC REPORT

Our portfolio

The Molten Ventures Core Portfolio is made up of 20 companies representing 62%

of the Gross Portfolio Value. New entrants to the core consist of Freetrade, Perkbox,

Riverlane and Smava, with PrimaryBid moving to the emerging portfolio.

Note – narrative updates based on publicly available information from the Core Portfolio companies.

Aircall is a cloud-based customer phone and communication platform that is designed exclusively

for sales and support teams. It is a fully cloud-based voice platform that integrates with existing CRM

systems and helpdesk tools voice solution that eliminates any need for desk phones, and company

teams can be set up across several locations in an instant with an internet connection.

Aircall won the “Business Phone System Innovation of the Year” award from RemoteTech Breakthrough

for the second consecutive year in 2023. This recognises Aircall’s innovations in their cloud-based

business phone system. Further, Aircall participated in the “2023 Service Quality Benchmark Report

Webinar” as part of World Certification Week hosted by HubSpot Academy.

Aircall launched their AI-powered call and voicemail transcription feature in May, which has

expanded to new suite of AI features which will help business reduce time spent on busywork,

admin, and training each week, saving on average 21 hours of time. Customers will be able to take a

deep dive into AI-generated Call Summaries, Key Topics, and Talk-to-Listen Ratios.

The telephony market has evolved and with the introduction of VOIP (Voice Over Internet

Protocol) Aircall drives value to its customers through actionable analytics, sentiment analysis and

now AI applications. Aircall’s integrations with CRMs and other lead generation-customer service

applications has resulted substantial benefits for its clients. Aircall’s early adoption into the call centre

market positions it as a pioneer in the space having a deep longstanding customer relationships and

expansion potential.

Location:

Paris, France

Sector:

Enterprise Technology

Invested:

£14m

Fair Value:

£61m

UN Sustainable Development

GoalsMapping:

Aiven is a multi-cloud managed service provider which hosts and manages open-source databases

and messaging-system solutions on all major cloud platforms. Aiven’s products are built using public

cloud infrastructure such as Apache Kafka, Cassandra, Elasticsearch, M3 and PostgreSQL, supporting

developers around the world with building new applications, without having to manage backend

infrastructure.

Aiven was named the 2023 Google Cloud Breakthrough Partner of the Year for the Europe, Middle

East, and Africa (EMEA) region. This award recognizes Aiven’s achievements in the Google Cloud

ecosystem and helping joint customers unleash cloud innovation.

Aiven focused on lowering their CO

emissions from IT infrastructure, with key achievements

including: developing an open source solution called “Cloud Carbon Footprint” to calculate CO

emissions and creating the ability for Aiven and its customers to calculate granular cloud emissions

and energy consumption.

Aiven is a look-through investment held via Earlybird.

Location:

Helsinki, Finland

Sector:

Enterprise Technology

Invested:

£5m

Fair Value:

£82m

UN Sustainable Development

GoalsMapping:

CoachHub is a global digital coaching and talent development platform that helps organisations

to create personalised, measurable, and scalable coaching programmes on a one-to-one basis

for entire workforces and teams. Coaching sessions are based on scientific research and market

insights led by behavioural scientists and global research leaders to maximise business impact and

drive innovation. These are delivered via an AI-enabled technology platform and seamless user

experience. The coaching journey is delivered by c. 3,500 business coaches across six continents in

more than 80 languages.

CoachHub launched the Innovation Lab, a transformative research initiative to facilitate innovation

in digital coaching. The goal of CoachHub’s Innovation Lab is to bridge the gap between research

in people development and real-world organisational needs, ensuring that coaching practices are

effective and aligned with the constantly evolving requirements of businesses.

CoachHub announced their new “Co-Development Hubs” offering in September 2023, offering a

collective coaching appraoch. Co-development Hubs are 90-minute sessions with four to six peers

facilitated by a trained coach who follows the co-development methodology.

Coachhub’s platform and offering meets the needs of a rapidly transforming industry which is

growing rapidly and where traditional formats are disrupted and new talent generations ask for

more career development options. The business started in 2018 and is merging to be a global

category leader with an impressive blue chip customer base. We currently observe that every major

corporation is expected to coach their talent at scale by the end of the decade and that Covid-19

accelerated this transformation, which was already in motion.

Location:

Berlin, Germany

Sector:

Enterprise Technology

Invested:

£31m

Fair Value:

£92m

UN Sustainable Development

GoalsMapping:

Endomag is a global developer of breast cancer technolgies, on a mission to improve breast cancer

care by preventing unnecessary surgery, improving surgical outcomes, and making treatments

more accessible, which can be made available at any hospital. Endomag produces surgical guidance

products which allow surgeons to accurately remove cancerous tumours. Its products include the

Magseed marker for magnetic tissue localization before surgery, the Magtrace lymphatic tracing

injectable for breast cancer staging and the Sentimag platform, which supports both localisation and

lymphatic tracings, without the use of radioactive materials.

Endomag was highly commended in the 2023 Medtech Company of the Year category by

Cambridge Independent Science and Technology. In July 2023, Endomag raised over £2,000 for

cancer charities. In September 2023 it named Royal Bolton Hospital as one of the UK’s first ‘Centres of

Excellence’, offering peer-to-peer education to physicians around the world to learn from experts in

its technology.

Endomag pioneers the use of magnetic sensing technology to improve surgical guidance and

accuracy for breast cancer treatment, through its range of innovative products: Sentimag, Magtrace

and Magseed, now adopted in over 300 hospitals globally. It operates in a rapidly growing medical

device space, particularly for technologies enhancing breast cancer care standards and patient

experience. With significant funding rounds totalling more than $22 million, regulatory approvals,

and a proposed strategic acquisition by Hologic (a global leader in women’s health) in 2024 for c.

$310 million, the deal is subject to working capital and other closing adjustments.

Location:

Cambridge, UK

Sector:

Digital Health & Wellness

Invested:

£9m

Fair Value:

£35m

UN Sustainable Development

GoalsMapping:

MOLTENVENTURES.COM 33 32 ANNUAL REPORT FY24

STRATEGIC REPORT

Portfolio review continued

FintechOS is a global leader in high productivity fintech infrastructure (HPFI), and aims to simplify and

accelerate the launch and service of innovative financial products. FintechOS achieves high speed

product launches for major retail banks and insurance companies. These solutions give companies

the ability to engage customers across new digital channels. With a low code/no code approach,

their product facilitates interaction across technical and non-technical product teams at banks and

insurers.

FintechOS announced 40% year-over-year revenue growth in 2023, with the company expecting to

achieve profitability in 2024. Growth has been driven by winning new customers in strategic markets,

including the US, UK, Continental Europe, and most recently Asia-Pacific.

In 2023, FintechOS announced strategic partnerships and collaborations, including with

Mircrosoft,PwC, Weanalyze, and EY. FintechOS also received several accolades in 2023 - being

named as a Representative Vendor in the 2023 Gartner Market Guide for Core Banking, Europe and

Commercial Loan Origination Solutions, named as a Technology Standout Provider by Celent, and

winning Insurtech Company of the Year at Fintech Awards London.

FintechOS’s product is designed to be all about speed to market. The repeal and replace legacy

technology method works for certain types of banks, typically larger Tier 1 banks, where it takes

many years and at high cost. However, for the vast majority of the banks and insurance market,

their technology stacks remain an amalgamation and accumulation of technology, they require

technology that can seamlessly integrate with their existing stack and enable them to innovate to

match and compete with FintechOS.

Location:

London, UK

Sector:

Enterprise Technology

Invested:

£30m

Fair Value:

£30m

UN Sustainable Development

GoalsMapping:

Form3 is a cloud native payments-as-a-service platform that designs, builds, and runs the technology

that powers the future of payments. Removing reliance on outdated, complex and costly payments

infrastructure through provision of a modern, real-time account-to-account payment platform,

Form3’s product is designed as a single-instance, multi-tenant architecture, meaning a single

instance of the software supports multiple clients. When payment scheme rules change, banks face

difficulties in adapting - Form3’s technology once implemented is applied to all customers in real-

time, seamlessly.

In September 2023, Visa announced its investment in Form3 embarking on a partnership to offer

Form3’s payment technology to its client base. Form3 continues to scale in the UK, Europe and the

US, where it is has partnered with Thought Machine, another Molten portfolio company, to add

FedNow, TCH RTP and SEPA Instant Credit Transfer connectivity to Thought Machine’s payment

platform, Vault Payments. This partnership brings together two next-generation payment solutions,

offering banks and financial and financial institutions an end-to-end solution for seamless real-time

payment processing.

In 2023, Form3 and its staff won multiple awards - including CEO of the Year (RemoteTech

Breakthrough Awards), Payment Tech of the Year (UK Fintech Awards), Team of the Year - Engineering

Team (Europe Fintech Awards), and Tech of the Future for Banks & Financial Institutions (Paytech

Awards) - also being shortlisted for several others.

Payment schemes and systems are largely regional and defined by currency, they are governed by a

combination of Governments, central and commercial banks. When payments scheme rules change,

banks face difficulties in adapting, Form3’s technology once implemented is applied to all customers

in real-time, seamlessly. All major payments schemes around the world are shifting into and/or are

looking at building real-time schemes which by design will require cloud-native software to support

the implementation and continued maintenance.

Location:

London, UK

Sector:

Enterprise Technology

Invested:

£30m

Fair Value:

£59m

UN Sustainable Development

GoalsMapping:

Freetrade is a commission-free investment platform that allows users to buy and sell shares in

companies and exchange-traded funds (ETFs) without paying any trading fees or commissions.

Freetrade aims to make investing more accessible and affordable by eliminating the traditional

trading commissions charged by many brokers.

In 2023 Freetrade rolled out a beta version of its web interface, Freetrade Web, for Plus members to

test. They now have over 1.5 million users with over 6,000 UK, EU and US stocks as well as ETFs.

Freetrade is the leading challenger broker in the UK and has an ambitious expansion plan across

Europe. Freetrade positions itself as an investment platform designed to make investing more

accessible and affordable for everyone, their mission is “to get everyone investing” by simplifying

the process and offering commission-free trading, which to Molten, having decided to innovate

the venture capital model and publicly list ourselves via our IPO to open up the VC model further to

public investors.

Location:

London, UK

Sector:

Enterprise Technology

Invested:

£14m

Fair Value:

£15m

UN Sustainable Development

GoalsMapping:

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

Units (“IPUs”) that enable world-leading levels of AI computing. Graphcore has built a new type of

processor for machine intelligence to accelerate machine learning and AI applications for a world of

intelligent machines. The IPU architecture enables AI researchers to undertake entirely new types of

work - such as building and deploying AI-native products and platforms using Graphcore’s cloud

services, pre-trained models, optimised inference engines, and APIs - thereby helping to drive

advances in machine intelligence.

In 2023, Graphcore joined the PyTorch Foundation as a general member, and announced it was

expanding its AI tools ecosystem, via IPU support from UbiOps. In December 2023, Graphcore also

presented FP8 (8-bit floating point) research at the NeurIPS conference in New Orleans.

Graphcore is pioneering next-generation AI compute with its Intelligence Processing Unit (IPU), a

massively parallel processor architecture optimized for machine learning workloads, delivering up

to 100x better performance than legacy technologies. With over $300 million raised from strategic

investors like Samsung, Microsoft, and leading VCs, Graphcore is well-positioned to become

the global standard for accelerating AI applications across industries. Its IPU products are already

shipping in production volumes, addressing the rapidly growing $50+ billion AI compute market.

With proven technology execution, strategic partnerships, and a vast market opportunity, Graphcore

represents a compelling investment in the AI hardware landscape.

Location:

Bristol, UK

Sector:

Hardware & Deeptech

Invested:

£24m

Fair Value:

£21m

UN Sustainable Development

GoalsMapping:

MOLTENVENTURES.COM 35 34 ANNUAL REPORT FY24

STRATEGIC REPORT

Portfolio review continued

HiveMQ’s messaging platform (MQTT) is designed for the fast, efficient and reliable bi-directional

movement of data between device and the cloud. The HiveMQ MQTT platform is the proven

enterprise standard designed to connect, communicate, and control IoT data under real-world

stress. From its roots in the automotive industry in Germany, HiveMQ has grown into other sectors

and internationally. Leading brands choose HiveMQ to build smarter IoT projects, modernise

factories, and create better customer experiences in use cases in automotive, energy, logistics, smart

manufacturing, transportation, and more.

In 2023, HiveMQ expanded community channels and platform offerings, released several new

versions of the platform, and released new integrations. 2024 marks the 25th anniversary of MQTT,

now the standard IoT protocol, and in early 2024 HiveMQ received a 2024 IoT Evolution Industrial IoT

Product of the Year Award from IoT Evolution World.

HiveMQ, announced the opening an office in Boston in response to the company’s rapid growth.

HiveMQ’s Boston office will serve as a hub for U.S. sales, support and executive leadership, as total

revenues have doubled year over year and the U.S. market currently accounts for 60 percent of the

German company’s revenues.

HiveMQ provides an enterprise MQTT messaging platform that enables reliable, scalable and secure

connectivity for IoT devices to the cloud. With an early mover advantage in MQTT, the de-facto IoT

messaging standard, HiveMQ is well-positioned to capitalize on the rapidly growing $2.4 trillion IoT

market. Already generating significant revenue with over 130 Fortune 500 customers, HiveMQ has

raised over €49 million from investors.

Location:

Munich, Germany

Sector:

Hardware & Deeptech

Invested:

£20m

Fair Value:

£20m

UN Sustainable Development

GoalsMapping:

ICEYE operates a synthetic-aperture radar satellite constellation designed to deliver monitoring

capabilities for any location on earth. ICEYE US - a subsidiary of ICEYE, delivers reliable and

innovative remote sensing capabilities to the United States Government, its allies and commercial

partners using SAR technology. It is a commercial radar imaging satellite company and provides

imaging services, designed to deliver frequent coverage, 24/7, to help clients resolve challenges

in sectors such as maritime, disaster management, insurance, and finance. ICEYE’s SAR (synthetic

aperture radar) satellites enable the company to develop unparalleled insights without the need for

line-of-sight.

In April 2023, ICEYE US was awarded a five-year blanket purchase agreement by NASA to provide

radar satellite imagery for evaluation in support of Earth Science and Research. In November 2023,

ICEYE announced its landmark partnership with the European Space Agency (ESA) that promises to

redefine Earth Observation (EO) for enhanced disaster management and community resilience. As of

2024, ICEYE is also partnering with WWF Finland and the global Arctic Programme to protect whale

migration routes in the Arctic region.

In April 2024, ICEYE, announced a definitive agreement signed for an oversubscribed $93M growth

funding round. The financing will further accelerate investment in constellation of SAR satellites and

expand the company’s portfolio of innovative data and subscription products. The round builds on

the success of the Series D round in February 2022, bringing the total amount raised to $438M.

Satellite imagery is fast becoming a standardised tool to gain valuable insights across a variety

of industries. With the global climate and international defence in focus, governments have

leaned heavily on public funded space programs which in more recent years has sparked strong

participation from the private sector. ICEYE’s SAR (synthetic aperture radar) satellites enable the

company to develop insights without the need for line-of-sight, ICEYE can see through clouds and

offer more reliable data for their clients around the world, including some of the largest global

insurance companies and governments. ICEYE has signed deals with the likes of the Centers for

Disease Control and Prevention (CDC) in the US and the Australian government to detect natural

disasters like floods and bushfires.

Location:

Espoo, Finland

Sector:

Hardware & Deeptech

Invested:

£23m

Fair Value:

£43m

UN Sustainable Development

GoalsMapping:

Isar Aerospace develops and builds launch vehicles to perform satellite launch operations. To disrupt

the space industry by lowering the entry barriers to space and to make space access affordable

and sustainable, Isar Aerospace is developing a fully in-house designed space launch vehicle. As a

launch service provider, Isar Aerospace transports small and medium sized satellites, and satellite

constellations, into Earth’s orbit and beyond, contributing to humanity’s progress and our planet’s

sustainable technological and economic development.

In November 2023, Isar Aerospace opened Andøya Spaceport, its future launch site, in an official

ceremony with Crown Prince Haakon of Norway. The launch site supports the two-stage launch

vehicle Spectrum. Isar Aerospace is on track towards the first test flight, and will soon offer the first

fully privately funded European launch solution to meet the growing demand for transporting small

and medium-sized satellites into space.

Isar Aerospace conducted a successful test of its fully in-house designed and built Aquila rocket

engine at the Esrange test site in Sweden as in October 2023. Further, Isar was named “Startup of the

Year” at the 2023 SpaceNews ICON Awards, recognizing the company’s achievements and growth

over the past year.

Isar Aerospace is a look-through investment held via Earlybird.

Location:

Munich, Germany

Sector:

Hardware & Deeptech

Invested:

£4m

Fair Value:

£23m

Ledger produces hardware wallets to store private keys in a secure, offline environment. Hot wallets

are susceptible to online attacks and Ledger’s hardware wallets provide enhanced security to

prevent fraudulent access to crypto assets digitally, so customers can integrate their Ledger device

with 50+ software wallets. In addition to their hardware wallet product offering, Ledger has also built

a full stack software platform to help customers buy, sell, swap, stake, and lend their crypto assets

securely - the Ledger Live app provides a secure gateway to access dApps and blockchain apps,

allowing you to manage your cryptocurrencies, finances, NFTs and Crypto assets from one easy-to-

use interface.

In June 2023, Ledger announced Ledger Enterprise TRADELINK - core tech and governance to help

institutions manage crypto trading risk and regulation with custodial trading solutions. Throughout

2023, Ledger also consistently announced that it had partnered with various protocols, apps, and

networks, integrating them into its Ledger Live ecosystem, which were featured to customers

through the ‘Discover’ feature on the Ledger Live app.

Ledger Stax is Ledger’s latest hardware wallet, it features a large, curved E Ink touch screen in a

compact, credit card-sized form factor that is easy to carry and use on the go. Despite its innovative

design, the Stax maintains Ledger’s industry-leading security standards. It uses the same secure

element chip and proprietary BOLOS operating system as other Ledger devices to keep your private

keys and crypto assets safe offline.

Ledger is the leading provider of secure hardware wallets and software solutions for managing

cryptocurrencies and other digital assets. The company’s innovative products, like the Nano S and

Nano X hardware wallets, enable individuals and institutions to safely store, trade and grow their

crypto holdings.

Location:

Paris, France

Sector:

Hardware & Deeptech

Invested:

£29m

Fair Value:

£61m

UN Sustainable Development

GoalsMapping:

MOLTENVENTURES.COM 37 36 ANNUAL REPORT FY24

STRATEGIC REPORT

Portfolio review continued

M-Files is an intelligent file management platform allowing its customers to organise their content

to improve search efficiency, categorisation, and document security. From document creation

and management to workflow automation, external collaboration, enterprise search, security,

compliance, and audit trail, knowledge workers can increase productivity and unlock efficiencies

with M-Files’ industry-tailored solutions. Its metadata-driven document management platform

enables knowledge workers to instantly find the right information in any context, and the platform

connects to existing folder networks and uses AI to help best categorise information.

In 2023, M-Files announced it had made enhancements to its platform, offering knowledge workers

a truly end-to-end automation solution. Powered by emerging Generative AI (GenAI) technology,

the M-Files Aino platform uses natural language to help organise information, understand the

context of documents, and interact with an organisation’s knowledge.

M-Files is operating at significant scale with high quality customers, the business has executed well

and grown their share of the document and content management space. They have been able to

architect their product offering using a location agnostic approach allowing their powerful AI and

workflow automation features to create real value for customers. Their sticky product has resulted in

low churn across their 5k+ customers currently generating over $100m in annual revenues (2023). At

this scale, the company is an interesting asset for a variety of market participants.

Location:

Austin, USA

Sector:

Enterprise Technology

Invested:

£7m

Fair Value:

£48m

UN Sustainable Development

GoalsMapping:

Perkbox is an employee experience platform that provides a suite of employee benefits, rewards,

recognition, and wellbeing tools to help companies engage and motivate their workforce. Being

an all-in-one platform that helps companies attract, engage, and retain employees by offering a

comprehensive suite of benefits, rewards, recognition, wellbeing support, and communication tools

tailored to their needs.

Perkbox is striving to become a disruptor and innovator in the employee benefits and engagement

space; through its cloud-based, comprehensive product offerings, and growth-focused approach.

In March 2024, Perkbox announced that it is combining with Vivup, a leading provider of health

and wellbeing benefits, through a strategic majority investment from private equity firm Great Hill

Partners.

Location:

London, UK

Sector:

Enterprise Technology

Invested:

£14m

Fair Value:

£16m

UN Sustainable Development

GoalsMapping:

RavenPack is a leading provider of insights and technology for data-driven companies. The

company’s AI tools and products allow financial institutions (including the most successful hedge

funds, banks, and asset managers in the world) to extract value and insights from large amounts of

information to enhance returns, reduce risk, and increase efficiency by systematically incorporating

the effects of public information on their models and workflows. RavenPack delivers structured

analytics on published content from high-quality sources (including gated content) and over 40,000

web and social media sources, including news and information in 13 languages for local-level

precision and global perspectives.

In 2023, RavenPack was shortlisted at the 2023 Allstars Awards - a recognition platform for

outstanding achievements in Europe’s technology sector, organised by GP Bullhound. Throughout

the year, RavenPack representatives also attended and presented at numerous national and

international events to share recent research and insights, including details of the latest trends.

We have been invested in Ravenpack since 2017 where we were the first institutional backers of the

business. The team has been together for over 20 years and offers a truly differentiated data product

focused on the financial services and buy side sector. Their high-quality client base of well-known

investment banks and hedge funds have been using Ravenpack data for many years to help optimise

returns and understand market sentiment on companies around the world. With the rich nature of

Ravenpack’s underlying data, they are leading the AI charge with respect to financial services and

will undoubtedly be bringing more interesting products to market.

Location:

Marbella, Spain

Sector:

Enterprise Technology

Invested:

£8m

Fair Value:

£37m

UN Sustainable Development

GoalsMapping:

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

money remittance, and foreign exchange. With 40+ million personal customers globally, Revolut’s

platform allows users to send money to 160+ countries, hold up-to 36 currencies in the app, and

spend in 150+ currencies. Revolut also boasts 500k+ business customers to date. Revolut’s goal is for

everyone to do all things money - spending, saving, investing, borrowing, managing, and more - in

just a few taps.

In 2023, Revolut expanded into new markets, including Brazil and New Zealand. In the same year,

Revolut also significantly overhauled the design and layout of the app, launched Ultra (its exclusive

top-tier plan for retail customers) in specific markets, and rolled out new features across specific

territories and customer segments - including Automated Investing (US), local IBANS (Spain and

Ireland), and enabling Tap to Pay on iPhone for Business and Freelance customers in specific markets.

Revolut, has surpassed 40 million retail customers worldwide, growing at almost one million

customers per month, and is now processing over 400 million transactions a month.

Revolut is transforming the banking industry by providing a comprehensive financial super app that

offers retail and business customers a wide range of innovative digital financial services. From multi-

currency accounts and cards to commission-free stock trading, cryptocurrency exchange, insurance,

and business banking tools, Revolut aims to be a one-stop-shop for all financial needs.

Revolut generates revenue from a variety of sources including interchange fees, foreign exchange

spreads, trading commissions, premium subscription fees, and business account fees. This

diversification, along with a focus on cross-selling products to existing customers, has enabled

Revolut to achieve strong revenue growth.

Location:

London, UK

Sector:

Consumer Technology

Invested:

£11m

Fair Value:

65m

UN Sustainable Development

Goals Mapping:

MOLTENVENTURES.COM 39 38 ANNUAL REPORT FY24

STRATEGIC REPORT

Portfolio review continued

Riverlane is a quantum computing company that is building the Quantum Error Correction Stack

to comprehensively control all qubit types and correct the millions of data errors that prevent

today’s generation of quantum computers from achieving useful scale. Riverlane’s customers are

governments, quantum computer hardware companies and world-leading research labs.

Riverlane hosted the 4th edition of Quantum Computing Theory in Practice conference in

Cambridge, UK with over 240 attendees from academia, industry, and government. The conference

explored advances in practical quantum computing, including NISQ algorithms, error-corrected

quantum computers, and frontiers in quantum computing theory.

Riverlane demonstrated the world’s first scalable quantum error decoder, a critical component for

the first generation of error-corrected quantum computers, at this UK government-backed event.

They are pioneering quantum computing company focused on developing the critical quantum

error correction stack, including high-speed decoders, orchestration, and universal interfaces, to

enable large-scale, fault-tolerant quantum computing in partnership with hardware makers.

Location:

Cambridge, UK

Sector:

Hardware & Deeptech

Invested:

£5m

Fair Value:

£16m

UN Sustainable Development

GoalsMapping:

Schuttflix is Europe’s leading logistics platform and B2B marketplace for bulk construction materials

and adjacent products in Europe. Bringing together partners from the whole industry - including

materials sellers, waste disposers, transport carriers, and contractors - the app connects suppliers

and carriers directly with customers, enabling the supply of materials and products on demand

to professionals in relevant sectors, such as landscaping, gardening, civil engineering, and road

construction. By providing a comprehensive overview of project details - such as materials ordered,

prices, delivery dates, key carrier company contacts, and more - Schuttflix has laid the foundation

for the digital evolution of construction industry logistics, and is on a mission to be the digital

cornerstone of every construction project.

In 2023 year Schuttflix further expanded its circle of new strategic partners - including Goldbeck

(leaders in commercial construction), IK Umwelt (waste management specialist), WaVe-X (Lower

Austrian investment company). In August Schuttflix announced that it had received a total of 45

million euro in fresh capital. The new financing round is led by the founders and existing investors

and supplemented by a working capital line.

The construction industry is under pressure to improve efficiency, reduce emissions, and adopt

digital solutions. Schüttflix’s platform provides key capabilities like paperless delivery documentation,

live tracking, price comparison, and optimized route planning to help construction companies

streamline operations and reduce waste. The company connects contractors, bulk materials suppliers,

waste disposal companies, and freight forwarders to enable efficient procurement, disposal, and

transportation of key materials like gravel, sand, and concrete.

With its innovative digital platform, strong investor backing, rapid growth, and ability to address

key industry challenges, Schüttflix represents a leader in the digital marketspace in the construction

technology sector.

Location:

Gütersloh, Germany

Sector:

Enterprise Technology

Invested:

£21m

Fair Value:

£22m

UN Sustainable Development

GoalsMapping:

Smava is an online credit marketplace in Germany, providing individuals access to personal loans and

debt consolidation solutions. Founded in 2007 and based in Berlin, Smava connects borrowers with a

diverse network of lenders, empowering them to compare and secure the best loan offers. Through

its user-friendly platform and data-driven algorithms, Smava streamlines the loan application

process, fostering transparency and competition among lenders. With a commitment to responsible

lending practices and customer satisfaction, Smava has earned a reputation as a trusted partner in the

German financial landscape, enabling consumers to make informed financial decisions and achieve

their goals.

In 2023, Smava optimized their data platform by leveraging Amazon Redshift Serverless and data

sharing capabilities. This optimization enabled them to achieve up to cost savings compared to their

previous analytics setup, produce reports in a shorter lead time and reducing daily reporting time

from 3 hours to less than 1 hour.

Smava is a look-through investment held via Earlybird.

Location:

Berlin, Germany

Sector:

Enterprise Technology

Invested:

£15m

Fair Value:

£13m

UN Sustainable Development

GoalsMapping:

Enabling service of customers in a real-time ecosystem, Thought Machine provides cloud-native

core banking infrastructure to both incumbent and challenger banks. With an existing library of 200+

products, its cloud-native offering - including Vault Core (core banking platform) and Vault Payments

(payments processing platform) - is designed to give banks total flexibility in designing products that

are scalable. The company’s technology provides an alternative, flexible, cloud-based solution that

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

Emerging as a global category leader in this space, Thought Machine’s ability to build and deliver

core banking transformations for Tier 1 banks and fintechs is world class.

In 2023, Thought Machine announced strategic partnerships with several national and international

fintech businesses, including HMBradley, Cordada (Latin America), Form3 (US and EU) and Trafalgar

(Mexico).

Thought Machine, has partnered with another Molten Core company, Form3, to add FedNow, TCH

RTP and SEPA Instant Credit Transfer connectivity to Thought Machine’s payment platform, Vault

Payments. This partnership brings together two next-generation payment solutions, offering banks

and financial institutions an end-to-end solution for seamless real-time payment processing.

Banks are struggling with siloed information sources in on-premise technology stacks with leading

neobanks paving the way towards a real-time world class customer experience, banks have no

choice but to adopt a cloud native core banking systems and build a single source of truth, that will

help then build highly personalised products early in the journey of interacting with customers and

be able to do so at lower costs.

Location:

London, UK

Sector:

Hardware & Deeptech

Invested:

£37m

Fair Value:

£99m

UN Sustainable Development

GoalsMapping:

MOLTENVENTURES.COM 41 40 ANNUAL REPORT FY24

STRATEGIC REPORT

Portfolio review continued

The Board is bound by its duties under the Companies Act 2006 to promote the

success of the Company for the benefit of its shareholders as a whole, having

regard to our other key stakeholders. The Board believes that in order to deliver its

strategy and achieve long-term sustainable success, it must consider the interests

of all stakeholders. We recognise that engagement with stakeholders in order to

understand their needs and considering the impact of decisions on them is key to

the continued success of the Company.

Our approach

The Board considers its key stakeholders to be its employees, its

portfolio companies, its investment partners, the community in

which it operates, the environment, its suppliers and advisers, and its

Shareholders. Having regard to this range of interests and balancing

the potential outcome for the different stakeholder groups, is a key

part of the Board decision-making process. Not all engagement is

directly between stakeholders and the Board. Where engagement is

not with the Board, the output informs business level decisions made

by Executive management, an overview of which is fed back to the

Board through regular reporting and focus on strategic topics.

Effectiveness

The engagement mechanisms described below are kept under review

by the Board and new engagement methods are expected to develop

as the Company grows, as seen with the use of the Investor Meet

Company platform in the last financial year, for example.

Key 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.

Portfolio

companies

Why these stakeholders are important

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

better visibility on portfolio company practices, progress and culture,

which in turn informs the way in which we are able to provide support.

Key decisions

and outcomes

• Investment decisions were made

to acquire Forward Partners Group

plc, acquiring over 40 new direct

investments, and a secondary

position in Seedcamp Fund III,

increasing our LP positions in

certain existing assets.

• As part of our Portfolio

Acceleration Function, the

Company conducts annual CEO

Summits for portfolio CEOs and

our senior investment team

members. The theme of each

Summit is crafted to best reflect

the market environment. Our

2023 Summit hosted 30 CEOs at a

conference retreat in Chamonix,

comprising a series of workshops

focused on mental resilience and

sustaining high performance

leadership in challenging

environments.

• In FY24, together with the support

of Accenture, we have focused

on designing and executing our

portfolio engagement strategy, as

set out in our Climate Strategy (see

full disclosure on pages 12 to 14

of our FY24 Sustainability Report).

This engagement involved tailored

climate workshops focusing

on improving select portfolio

companies’ climate literacy

and alignment to the Net Zero

transition through the provision of

tools, resources and best practice

guidance.

How we engage

• 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 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.

• A key asset for Molten’s brand is the ability to help our portfolio

companies connect to potential enterprise customers. For the

past two years Molten has hosted an annual event which brings

together Molten portfolio companies with high value potential

customers. The events typically comprise panels designed to allow

both parties a greater insight into the needs of the other party.

• Our Portfolio Acceleration Function helps companies maximise

execution within their runway, ensuring efficient use of resources

and time. Best in class practices are adopted by capturing and

sharing high-performance behaviours and processes tailored

to each company’s needs. This support is offered across the

following pillars:

– supporting the entire talent acquisition process and people

operations;

– providing go-to-market support to optimise and scale revenue

operations for sustainable growth, defining commercial

strategies and enhancing companies’ public profiles;

– helping assess companies’ readiness for internationalisation

and providing an operational network to support setup across

various domains;

– assisting with the exit and fundraising preparation by helping

define the equity story throughout companies’ growth journey;

– community building by hosting curated events and facilitating

functional executive peer groups; and

– supporting our founders’ mental health by partnering with

Oliva to provide therapy, workshops and promote well-being,

as well as providing support to adverse world events such as

the conflict in Ukraine.

Investment

Partners

Why these stakeholders are important

Leveraging our co-investment model offers improved access to the

best deals and, by extension, the opportunity to achieve 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.

Key decisions

and outcomes

• The Group participated and

submitted a proposal to HM

Treasury’s Long-term Investment

For Technology and Science (LIFTS)

consultation.

• The Group became a signatory

to the Investment Compact for

Venture Capital & Growth Equity.

• In November 2023, the Company

hosted the second annual

Corporate Innovation event. The

discussion, under Chatham House

rules, offered a deep dive into the

relationships between startups and

corporates and provided a candid

exploration of the challenges

and strategies inherent in these

collaborations.

How we engage

• For UK qualifying investments, 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 wholly-owned subsidiary

AIFM, Elderstreet Investments Limited).

• 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 Executive team engage directly with our

investment collaborators on a regular basis.

Employees

Why these stakeholders are important

Our most valuable asset is our people and 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 exposure to unacceptable levels

of risk.

Engagement also reinforces the Board’s commitment to our positive

culture, diversity and inclusion, and aims to ensure that employees

feel supported and engaged with the Group’s strategy.

Key decisions

and outcomes

• Third consecutive annual

employee inflationary pay

increases and one-off payments to

address the cost-of-living crisis.

• The ESG Working Group is

focussing on company culture

in calendar year 2024, as it seeks

to further embed the corporate

purpose and company values.

• The Board and Remuneration

Committee reviewed the

Company’s performance against

the corporate targets set at the

beginning of the financial year,

which are also embedded in

employees’ individual targets

and contributes to their annual

performance assessment and any

bonus entitlement.

• The Company introduced and

extended several employee

wellbeing initiatives including

access to coaching and wellbeing

support from portfolio companies

CoachHub and Oliva and

employee reward company

Perkbox. The benefit of these

services was identified in

employee surveys and discussed

at an all-staff meeting.

How we engage

• 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.

• Gervaise Slowey is the Designated Non-Executive Director with

responsibility for workforce engagement. Gervaise maintains

close contact with the staff through the ESG Working Group and

additional meetings with various different teams or cross-sections

of employees. Feedback on the engagement at those sessions is

provided directly to the Board.

• 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. Employee

engagement is a standing item in the CEO’s Report to the Board at

each meeting where it’s effectiveness is appraised.

MOLTENVENTURES.COM 43 42 ANNUAL REPORT FY24

STRATEGIC REPORT

Stakeholder engagement and

Section 172 statement

The

community

Why these stakeholders are important

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.

Key decisions

and outcomes

• The Company is a signatory to

the UK Government’s Investing in

Women Code and submitted data

on pitch decks received during a

six-week period in 2023.

• During the year the Esprit

Foundation, made its first grants

with the objective of advancing

education for the public benefit

and especially those under the

age of 30, primarily in technology,

business and entrepreneurship.

Please see our inaugural separate

Sustainability Report.

How we engage

• The Group regularly holds 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.

Shareholders

Why these stakeholders are important

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.

Key decisions

and outcomes

• The Board approved the wall-

crossing of major shareholders

to the extent permitted under

the Market Abuse Regulation

and Takeover Code to engage

with them on the capital raise

completed in December 2023. As

evidenced by the voting results at

the general meeting to approve

the equity issuance, the majority

of shareholders were supportive.

The Company remains committed

to a constructive and positive

relationship with all its shareholders

and the dialogue with shareholders

during the general meeting notice

period helped the Board to better

understand their specific concerns

and to ascertain the rationale

behind their votes cast against the

resolution. The Board believes it has

a clear understanding of why certain

shareholders chose to vote against

the equity issuance and in a number

of cases, this was in accordance

with the internal policies of the

respective shareholders.

• Laurence Hollingworth is meeting

major shareholders over the

course of his first year in post as

Chairman and reports to the Board

on this engagement.

• The Board engaged with

shareholders in regard to meeting

Board diversity targets and made

progress on the achievement

of these during the year as

detailed further in the Nomination

Committee Report.

How we engage

• 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 Company hosted several sessions on the Investor Meet

Company platform throughout the year whereby the Executive

Directors presented the interim and annual results, a post-

acquisition update on Forward Partners and members of the

Investment Team gave thematic presentations on the portfolio,

including fintech, AI and digital health.

• The CEO, CFO and members of the investment team have

presented regularly via the Investor Meet Company platform in

FY2024, covering topics including artificial intelligence, digital

health, fintech and the acquisition of Forward Partners Group plc

as well as the traditional events following the publication of interim

and annual results. Attendees are able to submit questions in

advance and during the presentation via the platform.

• 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.

The Board also received and responded to direct written

correspondence from two major shareholders prior to the Annual

General Meeting.

• Investor relations are a standing item on the Board’s agenda and at

the weekly meeting of the Executive Team.

Suppliers

and advisers

Why these stakeholders are important

Our suppliers work with Molten and the broader Group to ensure

that we can provide an appropriate level of service and to bolster the

work carried out by the Molten 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.

Key decisions

and outcomes

• Engaged several portfolio

companies to provide services

to the Company, including

CoachHub, Oliva, Perkbox and

Altruistiq. The Board approved

the Group’s Modern Slavery

Statement, which contains details

of the risk assessment and due

diligence processes in place

for our suppliers on the issue of

modern slavery.

• Implemented a Group Sustainable

Procurement Policy which focuses

on waste reduction, carbon savings

and engagement with suppliers, to

assess sustainability integration into

their own operations.

How we engage

• The Group engages its material 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.

• 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

environment

Why these stakeholders are important

Environmental, Social and Corporate Governance (ESG) opportunities

have become increasingly important to the Company and to the

wider business community, particularly in respect of climate change

and greenhouse gas 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.

Key decisions

and outcomes

• Appointed Lara Naqushbandi as

a member of the ESG Committee,

bringing additional expertise and

operational experience of climate

solutions.

• The Committee recommended the

Company publish a Sustainability

Report separately to coincide

with the publication of the Annual

Report. This decision was made

following engagement with service

providers, contributors and the

Company’s auditor and considered

emerging practice within the wider

asset management and financial

services sector.

• A dedicated Board ESG strategy

day will be held in FY25 to fully

review the ESG capability in the

Group and mid to long-term KPIs.

How we engage

• The Chair of the ESG Committee receives regular updates from

the ESG Working Group, which comprises members from several

areas of the Group. A report from the ESG Committee Chair can be

found on page 81.

• The Board receives regular updates on progress against the

agreed ESG KPIs, which are set out on page 48 for the previous

year and page 49 for the year ahead, which are indexed to 10% of

the corporate remuneration-related targets of all staff (including

the Executive Directors).

• Further details of the Group’s ESG-related activities are provided

in the Company’s inaugural Sustainability Report.

Principal decisions taken during the year

Issuance of equity by placing, subscription, retail offer and offer for subscription (the “Fundraise”)

How the Board considered section 172 matters in making its decision

The Board considered whether the proposal to shareholders to issue equity was aligned with the interests of shareholders and the

Company’s strategy. The Board consulted with its advisers and shareholders to the extent possible under wall-crossing rules and

determined that the Fundraise would continue to support Molten Ventures' existing high-growth technology portfolio by enabling

selective follow-on investment opportunities as Molten Ventures' portfolio companies continue to grow; allow primary investments in new

portfolio companies to capture exceptional opportunities as the valuation environment stabilises; continue to appraise complementary

(including secondary) acquisition opportunities; and fund the Company's operational capital costs.

All-share acquisition of Forward Partners Group plc (the “Acquisition”)

How the Board considered section 172 matters in making its decision

The Board considered whether the proposal to acquire Forward Partners Group plc was aligned with the Company’s purpose and strategy,

as well as its shareholder-approved investment policy. The Directors were satisfied that the acquisition would support the Company’s

corporate purpose and also considered whether the proposal would create long-term financial and sustainable value for the Group’s

stakeholders. The Board concluded that the Acquisition would result in a larger, more diversified and better capitalised platform, well

positioned to both support its existing investee companies and capitalise on the opportunities arising during this period of market

dislocation and depressed valuations.

The Board further agreed that the Acquisition would provide additional resource and support for Forward Partners' portfolio companies

as well as afford the Group the opportunity to explore follow-on opportunities in an earlier stage portfolio as those businesses grow. The

Board believes that the addition of Forward Partners' portfolio into Molten's own portfolio, combined with the expertise of the Molten

investment team and the support of an enlarged platform, will enhance the position of the Group to deliver long-term success.

MOLTENVENTURES.COM 45 44 ANNUAL REPORT FY24

STRATEGIC REPORT

Stakeholder engagement and

Section 172 statement

continued

Over the past number of years, the Company

has evolved to become a recognised industry

leader in the field of ESG within the venture

capital ecosystem.

Gervaise Slowey

Chair of the ESG Committee

Our sustainability principles.

Innovation & Ambition:

A model to do things differently and better.

We help our entrepreneurs to change the world

with our depth of experience, expertise and drive.

Collaboration & Community:

We’re a team of teams working with our community and

stakeholders to get the best results and inspire the next

generation of entrepreneurs. It’s always a group effort.

Honesty & Integrity:

Trust is built on doing the right thing for the right reasons.

We act with integrity and give it straight, even when it isn’t

easy to hear.

Long-term & Accountability:

The long-term future requires action and accountability now.

Our evergreen outlook allows us to see the bigger picture.

Our governance structures keep us aligned and accountable

to our long-term values and goals.

Inclusivity & Diversity:

We embrace our differences to build a better, fairer future

for all. We seek the brightest and the best, regardless of race,

nationality, ethnic origin, religion, gender, sexual orientation,

age, or disability.

Our approach to

Responsible investment.

As responsible investors, we are committed to developing best-in-

class technology companies which are grounded in ESG principles

and practices and believe that our greatest influence as an investor

is to educate, upskill and engage with our portfolio companies

to ensure they are able to realise ESG commercial opportunities

and mitigate against ESG-related risks. Our ESG Policy (available

on our website) sets out how we aim to achieve this by actively

engaging with companies from deal sourcing through to ongoing

monitoring and support during the lifetime of our holding period.

As signatories to the Principles for Responsible Investment (PRI),

we understand our role in the fostering of good governance,

integrity and accountability to help ensure the development of an

economically efficient and sustainable global financial system.

Our ESG responsibility

as a VC.

We recognise the central role that venture capital plays

in building the tools to facilitate a transition to a low

carbon economy, create equal opportunities for all, and

in the development of a fairer, more resilient society.

We have the unique opportunity to invest in companies

pioneering innovative technologies, services and

products which not only have a positive impact on the

world, but also deliver sustainable, long-term growth for

investors. At Molten, we actively encourage the realisation

of business-specific ESG opportunities throughout the life

of the investments that we make and look to see year-on-

year improvement of our sustainability performance at a

corporate and portfolio level.

portfolio companies

mapped to at least

one UN SDG

48%

of portfolio companies

measure their full carbon

footprint

39%

female representation

across the Molten team

94%

of our employees*

completed Bullying and

Harassment training

201 tco

offset which represents 100%

of our Scope 1 and 2 and select

Scope 3 emissions for calendar

year 2023

75%

of portfolio companies

have had at least one 1:1

ESG engagement with

our ESG Lead

languages are spoken among

FTEs who reported data

95%

of portfolio companies

have completed our ESG

Framework for at least one

iteration

*100% of full-time employees completed the training post period end (excluding those on parental leave).

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 values

and environmental, social and governance (ESG) considerations in developing best-in-class technology companies.

ESG at Molten in numbers

This year...

Forward Partners Acquisition

Please note that the Forward Partners portfolio which Molten acquired in March 2024 has been excluded from our analysis having regard to the

proximity of this acquisition to FY24 year-end and our resulting inability to meaningfully engage with these companies during such a short period.

Looking ahead, in light of the meaningful expansion of our portfolio following this acquisition, as well as the broader need for bespoke tailoring

of our approach, we have developed a materiality threshold for future ESG engagement with our portfolio. Our threshold includes materiality

considerations relevant to the size, sector and relative value of the businesses in the context of our wider portfolio, as well as contemplation of our

level of influence.

MOLTENVENTURES.COM 47 46 ANNUAL REPORT FY24

STRATEGIC REPORT

Sustainability at Molten Highlights in the year

FY24 ESG KPIs Completion update Status

Portfolio level

Demonstrate the

value of strong ESG

performance at

both the fund and

portfolio level to

help ensure ESG

is fully supported

by key internal

stakeholders.

Demonstrate engagement with 75%+ directly held portfolio

companies (held throughout the period) at Molten’s

internal February 2024 Portfolio Strategy Day through the

identification of at least one component aspect of ESG with

each portfolio company that is understood to present an

actionable commercial opportunity to help build business and

accrue value in support of wider corporate targets.

ESG-related commercial opportunities

specific to individual portfolio companies

have been identified and detailed by

investment managers in the February 2024

Portfolio Strategy Day for 78% of directly

held investments.

Inclusion of an ESG agenda item and evidence of a material

discussion of ESG topics in at least one Board meeting during

FY24 across 75%+ of directly held portfolio companies (held

throughout the period) in which Molten has an appointed

Director.

ESG has been included in at least one

Board meeting during FY24 for 72% of

directly held portfolio companies.

Deliver improved aggregated portfolio ESG performance

across directly held portfolio companies for which an ESG

Framework assessment was carried out in FY22 and use

data outputs to establish key champion areas that will be

communicated to portfolio management teams at an annual

ESG engagement and training event.

This event took place in December 2023 for

members of the Investment and Executive

Teams and explored ESG performance

across the portfolio.

PLC level

Effectively embed

Molten’s corporate

purpose and Climate

Strategy on a

Company-wide level

to ensure holistic

understanding of

their synergies and

strategic direction.

All new investment opportunities assessed for alignment with

our corporate purpose and Climate Strategy as part of the

new investment case brought to Investment Committee.

This assessment for alignment has been

carried out by investment managers for

70% of new investments brought to IC

during the FY24 period.

All core portfolio companies assessed on their alignment to

our corporate purpose and Climate Strategy.

This assessment has been completed for all

core portfolio companies (composition of

core portfolio as at 31 March 2024).

Climate strategy

Implement our

Climate Strategy

and take action both

internally and across

the portfolio to drive

carbon reduction

through education

and opportunity

realisation.

Introduce internal carbon reduction initiatives targeting the

reduction in our Scopes 1, 2 and/or 3 (categories 1–14) carbon

emissions.

Novel carbon reduction initiatives

introduced throughout the period focus on

sourcing and disposal of capital goods and

business travel. These have been captured

in a formal Sustainable Procurement Policy.

Identify any material “carbon intensity hotspots” within all

of our directly held portfolio, and positively engage with

75%+ of the relevant management teams or appropriate

dedicated personnel in those identified, to support them in

their assessment/understanding of their carbon emissions and

reduction pathway.

Engagements have taken place with 80%

of identified portfolio companies through

in-depth educational workshops with

climate consultants Accenture.

Progressing our ESG journey

Throughout the year, we have maintained momentum in our ESG

roadmap, evident both at a corporate level and across our portfolio.

Our corporate purpose, to advance society through technological

innovation, provides strategic direction for our long-term goals

and empowers us to continually develop our ESG agenda towards

tangible, positive change.

As a thought leader in this space, navigating the landscape of ESG

metrics and success measurement is an ongoing learning process for

Molten and we remain dedicated to refining our approach to ESG

performance monitoring.

FY24 ESG KPIs

Our ESG KPIs make up 10% of bonus entitlement for all staff

and Executive Directors (see further details on pages 91 and 92).

We have made significant progress at an operational level which is

demonstrated by Molten’s strong performance against our FY24 ESG

KPIs, which were designed to be suitably ambitious, measurable and

strategically impactful as an evolution of the ESG KPIs delivered in

previous financial years. This year, five of the seven ESG KPIs have

been achieved in full, demonstrating our commitment to positive

growth in ESG, including in climate literacy across our portfolio and

within Molten’s investment processes.

FY25 ESG KPIs

The FY25 ESG KPIs make up 10% of bonus entitlement

for all staff and Executive Directors (see pages 91 and 92).

These KPIs have been developed as part of the evolution of

our Sustainability Strategy towards longer-term, strategic,

quantitative and holistic target setting aligned to our wider

approach to ESG; and our Climate Strategy.

1. Discussion of ESG opportunities and risks in at least one

Board meeting during FY25 across 75%+ of In-Scope

Portfolio Companies*.

2. All voting IC members to engage with one In-Scope

Portfolio Company* to (i) conduct an ESG performance

deep-dive, and

(ii) perform a formal evaluation of Board effectiveness.

3. Engage with 75%+ of key recurring suppliers to assess

climate maturity and alignment to the Net Zero transition.

4. Improve portfolio climate literacy and alignment to Net

Zero through targeted engagement with five mature In-

Scope Portfolio Companies*.

* “In-Scope Portfolio Companies” means directly held portfolio companies

on which Molten Ventures plc holds a Board seat and which represents not

less than £3 million of NAV to the Company as at 1 April 2024 (c.74% by value

of the directly held portfolio as at 1 April 2024).

Key:

Fully achieved Partially achieved

48 ANNUAL REPORT FY24

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MOLTENVENTURES.COM 49

Sustainability overview

Our corporate purpose is to advance society through technological innovation,

to invent a future which is sustainable, fair and accessible to all.

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

in developing best-in-class technology companies as well as achieving strong returns for our investors.

External engagement and benchmarking

At Molten we recognise the importance of demonstrating our commitment to ESG and responsible investment by actively engaging with external

standards and frameworks on a voluntary basis. Our aim is to continue to gather longitudinal data to establish a foundation for tracking and

reporting progress over time.

UN Sustainable Development Goals

(“UN SDGs”)

We assess our entire portfolio against the UN SDGs and

evaluate their alignment with specific targets and indicators

as identified as part of our due diligence process. Read more

on page 18 of our Sustainability Report.

Streamlined Energy and Carbon Reporting

(“SECR”)

We report against the SECR, indicating our dedication to

reducing our carbon emissions year on year through the

implementation of energy efficiency measures. Read our

SECR Report on page 19 of our Sustainability Report.

UN Principles for Responsible Investment

(“UN PRI”)

As signatories to the UN PRI we report annually to

demonstrate our recognition of the role we play and

responsibilities we hold in building a more sustainable

financial system.

Climate Disclosure Project (“CDP”)

We report against the CDP Climate Change questionnaire

to disclose our greenhouse gas emissions and other

voluntary metrics in order to build transparency around our

environmental impact.

Investing in Women Code

As signatories to the Investing in Women Code we

highlight our commitment to female empowerment by

working to improve female entrepreneurs’ access to tools,

resources and finance. Read more on page 21 of our

Sustainability Report.

The Task Force for Climate-Related Financial

Disclosures (“TCFD”)

We are supporters of the TCFD and report annually to

improve our understanding and management of the risks and

opportunities presented by climate change, climate-related

policy and emerging technologies. Read our TCFD Report on

pages 6 to 11 of our Sustainability Report.

ESG_VC

Molten sits on the Steering Group of ESG_VC which is

a community-led organisation of funds and industry

bodies designed to support early-stage companies and

their investors to understand, measure and improve their

ESG performance.

VentureESG

We are a member of VentureESG, which is a community-

based non-profit organisation from VCs for VCs to support the

ecosystem with meaningful ESG integration.

SECR

MOLTENVENTURES.COM 51 50 ANNUAL REPORT FY24

STRATEGIC REPORT

Our ESG policy in action

In order for us to generate the most accurate calculations, we prioritise

collecting primary data across our business and portfolio and apply

an emission factor to convert our business activity data directly into

associated GHG emissions. Where primary data is unavailable, we

apply industry benchmarks and bespoke extrapolation techniques in

order to estimate data.

Within our Scope 3 inventory, we have accounted for our allocation

of portfolio companies’ Scope 1 and 2 emissions based on our equity

position in each company, in line with the Partnership for Carbon

Accounting Financial (PCAF) guidance.

We used reported emissions from 23 portfolio companies – an

increase of 11% on last year which demonstrates increasing

engagement in carbon accounting across the portfolio and greater

data accuracy as a result. In order for us to generate individual

estimates for the remaining directly held investments for whom

emissions data is unavailable we undertook a screening exercise using

Climate Neutral’s Brand Emissions Estimator tool. This assessment was

informed by data on portfolio companies’ financial activity, facilities,

geography, sector and sub-sector to provide greater insight into the

emissions of portfolio companies who are not yet at an appropriate

level of maturity to undertake their own carbon footprint measurement

exercise. We note that actual figures may differ from these estimates.

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 investments stanzding out within this as the

main drivers (tCO

e in aggregate). Business travel undertaken by our

employees was also a meaningful contributor to our Scope 3 GHG

emissions (165.1 tCO

e).

As screening for Scope 3 category 15 was carried out at an individual

portfolio company level, we have been able to identify higher

emitting companies within the portfolio. Higher carbon intensities

are reflective of certain portfolio industries, including AI, Deeptech

and hardware, likely due to energy intensive computing power and

manufacturing requirements.

When comparing CY23 GHG emissions to the prior year emissions one

key difference is the reduction in our Scope 3 category 15 emissions.

This is most likely due to an increase in the number of portfolio

companies reporting their emissions as well as updates to emissions

factors used for screening. As more companies begin to measure their

carbon footprint we expect to see changes in this figure annually as

more accurate data becomes available.

Summary

This carbon footprint provides transparency around our most

significant emissions drivers and utilises data and methods that

advance our goal of ensuring that this exercise is as accurate and

robust as possible, noting the challenges in data collection and use

of emissions factors and estimates where necessary. As part of this

goal, we have for the second year undertaken a verification exercise

with Accenture to help ensure the robustness of our GHG emissions

calculations and methodology. This process provides us with limited

assurance from an independent third party that our Scope 1, 2 and

3 (category 15: Investments) emissions calculations are accurate,

complete, consistent, transparent and free of material error or

omissions.

We will continue to encourage portfolio companies to measure

their own carbon footprint, both through educational guidance and

financial support, in order to continue to improve the quality of our

Scope 3 category 15 emissions. As set out in our Climate Strategy on

page 14, this year we also aim to gather emissions data from our key

suppliers to be reflected in our Scope 3 (category 1: Purchased Goods

and Services).

Carbon reduction

Although our Scope 1 and 2 emissions are minor contributors to our

carbon footprint, we continue to ensure that our internal practices are

aligned with resource efficiency and carbon reduction efforts. Our

cycle to work scheme encourages staff to use greener commuting

methods and this year, and in line with our FY24 ESG KPIs, we

introduced a number of internal carbon reduction initiatives targeting

a reduction in our Scope 1, 2 and 3 (categories 1–14) carbon emissions,

which include updates to our Travel & Expenses Policy to encourage

carbon reduction across our business travel emissions, where possible.

We have also introduced a number of sustainability practices under

our new Group Sustainable Procurement Policy in the following areas:

• Sourcing of capital goods

• Disposal of capital goods and IT equipment

• Prospective Supplier Sustainability Credentials & Contractual

Provisions

• Ongoing supplier engagement

These initiatives focus on waste reduction, carbon savings and

engagement with suppliers to assess sustainability integration into their

own operations.

Our London office continues to run on 100% renewable electricity and

our waste to landfill is zero, with 52% recycled (up from 44% last year)

via our environmentally guided recycling and waste management

provider, First Mile.

Carbon offsetting

This year, Molten has continued our carbon offsetting programme,

which will be our fifth year of offsetting commitments. While we

recognise that carbon reduction is the overarching goal in order to reach

Net Zero, we see merit in investing in carbon credits to balance the

carbon that we have already emitted across Scope 1, 2 and select Scope

3 emissions that are in our direct control.

Based on these commitments, 201 tCO

e have been offset for calendar

year 2023 through investment in two carbon projects. We are supporting

these projects for the third year, given our understanding of their

quality and associated risks based on guidance from the BeZero Carbon

Rating system. The first is a collection of woodland restoration projects

in the UK, which we have supported through the purchase of Pending

Issuance Units (PIUs) equating to the removal of 101 tCO

e over future

decades. The second project is 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. Through this

project, we have offset 100 tCO

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

Carbon Report) Regulations 2018, we report annually on our GHG emissions and energy consumption,

including 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 CY23.

SECR statement

Our fourth year of Streamlined Energy and Carbon Reporting (SECR)

compliance has been carried out by Molten-backed Altruistiq, who

have been engaged on an arm’s length basis for the past two years

to assist with the calculation of our energy consumption and GHG

emissions. While emissions have previously been disclosed on a

financial year (FY22) basis, this will be our second year of reporting

based on calendar year (CY22) to better align our data gathering

exercise and calculations with applicable reporting timelines. Given

this like-for-like comparability we have been able to draw direct

comparisons between our CY22 and CY23 GHG emissions footprint.

As per SECR requirements, energy and fuel use activities have

been tracked in the UK and Ireland. The GHG emissions have been

calculated using appropriate emissions factors from BEIS’s 2022

Government Conversion Factors. This work has been completed in

line with the GHG Protocol guidance and covers all material Scope

1 and 2 emissions produced by Molten under operational control.

Molten does not have any GHG emitting vehicles under operational

control and, due to our business model, Molten does not generate

any process emissions. No fugitive emissions were recorded for the

reporting year.

Table A below presents our CY23 global energy consumption and

GHG emissions for SECR compliance. Our UK and Global (Ireland)

emissions are reported as a combined figure for both CY22 and CY23.

Our full carbon footprint is located in Table B.

Table A: GHG emissions and energy use data for SECR

CY22 CY23

Total global energy consumption used to

calculate carbon emissions (kWh) 42,948 49,306

Emissions from employees

working from home (tCO

e) (Scope 3) 14.68 4.7

Emissions from combustion of natural gas in

buildings (tCO

e) (Scope 1) 1.69 2.0

Emissions from purchased electricity in buildings

(location-based) (tCO

e) (Scope 2) 6.52 8.14

Total organisational emissions (location-based)

(tCO

e) 8.21 10.14

Total organisational emissions (market-based,

from 100% renewable electricity) (tCO

e) 0.08 0.92

Carbon intensity ratio – carbon emissions

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

(kgCO

e/£100k NAV) 0.61 0.86

Carbon intensity ratio – carbon emissions

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

(kgCO

e/£100k NAV) 0.01 0.25

Carbon intensity ratio – carbon emissions per

full-time employee (location-based) (kgCO

full-time employee) 103.5 178

Carbon intensity ratio – carbon emissions per

full-time employee (market-based) (kgCO

full-time employee) 1.27 51

Energy efficiency actions

We have implemented a range of measures and energy efficiency

actions, which are outlined in the carbon reduction section on page 20

of our Sustainability Report.

Greenhouse gas emissions

In CY23, we calculated our Group-wide carbon footprint, including our

Scope 1, Scope 2 and all material Scope 3 emissions.

A key focus over the past few years, and one of our FY23 ESG KPIs,

has been to continually aim to improve the accuracy of Scope 3

measurements (upstream and downstream). This has in part been

achieved through the provision of more granular, primary data,

particularly for purchased goods and services, capital goods,

investments and other Scope 3 categories, in place of the use of

industry benchmarks and estimates.

Given Molten’s business activities, it is within our value chain that

the most significant GHG emissions arise, rather than via our direct

operations, and we see meaningful opportunities in this regard, through

our portfolio and the positive impact our investments are achieving.

Not only can we leverage our position as investors to help portfolio

companies to measure and reduce their GHG emissions, we also

aim to explore the positive impact of the tech products and services

these companies are developing, which can ultimately create carbon

efficiencies resulting in net avoided emissions.

Table B: Full carbon footprint for CY23

tCO

Natural gas 2.0

Total Scope 1 2.0

Purchased electricity 8.1

Total Scope 2 8.1

Employee commuting & homeworking 22.7

Business travel 165.1

Investments* 490.7

Purchased goods & services 652.8

Capital goods 0.0

Waste generated 0.2

Other fuel & energy-related activities 3.0

Total Scope 3 1,334.5

Total Scope 1, 2 and 3 1,344.6

* Note reported emissions for Category 15: Investments cover Scope 1 and 2 emissions

of the investments but exclude Scope 3, consistent with our FY23 disclosure.

Methodology

As with our SECR calculations, our carbon footprinting methodology

is aligned with the GHG Protocol Corporate Standard and uses an

operational control approach. A materiality assessment of our value

chain determined which Scope 3 emissions to include within our

carbon footprinting boundary that we report for calendar year 2023.

These calculations have been measured via Altruistiq, which provides

leading ISO14064 assured emissions measurement and reporting

across Scopes 1,2 and 3 using a database of over 100,000 emissions

factors.

2.0 tCO

Scope 1 total

(CY22: 1.7 tCO

8.1 tCO

Scope 2 total

(CY22: 6.5 tCO

1,335 tCO

Scope 3 total

(CY22: 2008.6 tCO

Breakdown of CY23 Carbon Footprint

MOLTENVENTURES.COM 53 52 ANNUAL REPORT FY24

STRATEGIC REPORT

Sustainability continued

Our SECR report

Our approach to identifying and managing climate-related risks and realising climate-related opportunities

is guided by the recommendations of the TCFD, which allows us to assess and mitigate the growing impact

of climate change on Molten Ventures and our portfolio.

Last year, the focus of our TCFD implementation was on the enhancement of our risk impact assessment and categorisation through the

identification of five impact channels that could materially influence the fair value of the portfolio. We also expanded our climate scenario

analysis to include an additional scenario and improved the granularity of our portfolio-focused analysis of climate risks and opportunities.

This year, our focus has been on engaging with our portfolio companies with the aim of assessing and enhancing their understanding and

capacity for climate risk and opportunity management. This engagement adopted the following approach:

01 02 03

Portfolio company

selection

We selected portfolio companies for

engagement using our NZIF:PE and

SBTi:PE aligned methodology (outlined

in our Climate Strategy on pages 12 to

14 of our Sustainability Report) to ensure

collaboration with suitably mature

companies that are appropriate for

climate-related engagement based on

their materiality to Molten’s financed

emissions.

Climate action

exploration

Initial assessments and workshops

explored the identified portfolio

companies’ ambitions, capabilities

and confidence in integrating climate

considerations into their business

activities, as well as topics that they

had indicated would be valuable for

consultation support on.

Climate capacity

enhancement

For each identified portfolio company,

we provided bespoke training,

resources and tools to support their

ability to realise opportunities for

meaningful integration of climate

considerations into their decision

making framework and to demonstrate

climate action.

Our full TCFD Report is located on pages 6 to 11 of our FY24 Sustainability Report.

Summarising our full FY24 TCFD Report

Governance

At Molten, we take a top-down approach to the governance

and management of climate change, with the Board of Directors

holding ultimate oversight. Our ESG Committee of the Board

and ESG Working Group are accountable for the assessment

and management of climate-related risks and opportunities. In

addition to this top-down approach, members of our Investment

Team are appointed as directors on the boards of the majority

of directly-held investments, and are able to use their position in

targeted engagement, and active participation in our portfolio

companies’ climate action. For more detail with respect to our

climate governance please find our full TCFD Report on pages 6

to 11 of our FY24 Sustainability Report.

Strategy

Last year, we categorised identified risks and opportunities

into five impact channels which could materially influence the

fair value of the portfolio. Materiality has been informed by the

existing risk management framework used within the Corporate

Risk Register, and assessment of material business risks more

widely. These risks and opportunities have been assessed

through Climate Scenario Analysis carried out in FY23 using three

climate scenarios, in line with the requirements from the FCA. For

more detail on our impact channels please see pages 9 to 11 of

our FY24 Sustainability Report for our full TCFD Report.

Risk management

Building on the risk identification process which was carried out

in FY23, we used those findings to help inform our engagement

with sufficiently mature portfolio companies to support

in upskilling, and building literacy around climate risk and

opportunity analysis while demonstrating meaningful climate

action. We did this through targeted climate action as set out in

our Climate Strategy which is explored in more detail on pages 12

to 14 of our FY24 Sustainability Report.

Metrics and targets

The metrics and targets Molten uses to assess and manage

relevant climate-related risks and opportunities include; our Scope

1, 2 and 3 emissions, our upstream and downstream engagement

targets (as set out in our Climate Strategy) and the data on climate

metrics, which we gather from our portfolio companies (through

the annual completion of our ESG Framework). For more detail on

these methods of assessment please see pages 9 to 11 of our FY24

Sustainability Report for our full TCFD Report.

Climate risks and opportunities identified

Impact channel Type Description

Changes in

demand

Risk 1

Demand

destruction

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

Opp 1

Demand creation

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”

Opp 2

Enhanced government innovation funding for low carbon projects and

technologies will lower the cost of innovation and improve portfolio companies’

success

Changes in

price of energy

Risk 2

Cost of energy

and carbon pricing

Government intervention in carbon pricing resulting in higher power prices may

increase operating costs

Risk 3

Market conditions may cause increased energy and operating costs

Opp 3

Energy 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 and our portfolio companies

Opp 4

Development of our Climate Tech thesis 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

Changes

in physical

weather

events/

patterns

Risk 4

Increasing costs

due to extreme

weather

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

Risk 5

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

Changes in

stakeholder

expectation

Risk 6

Reputational

damage limiting

access to capital

Changing stakeholder expectations with consumers, portfolio companies and

investors increasingly making decisions based on carbon performance and

climate resilience

Opp 5

Access to green

linked capital

Engagement in commitments to improve our climate resilience and reduce our

carbon emissions may lead to increased access to private sector funding.

Changes in

technology

Risk 7

Cost to transition

to new tech

Additional cost to transition to lower emissions technologies

Opp 6

Technological

climate solutions

Portfolio companies focused on developing technology-based climate solutions

critical to the Net Zero Transition and detection and management of extreme

weather events will be likely to benefit from a rapidly expanding market

MOLTENVENTURES.COM 55 54 ANNUAL REPORT FY24

STRATEGIC REPORT

Sustainability continued

TCFD summary

In order to achieve our strategic objectives and manage our business responsibly

and sustainably, we operate an effective risk-management framework that aims

to balance risk and reward, while 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.

Ongoing oversight of the Company’s risk profile and risk framework is delegated

to the Audit, Risk and Valuations Committee supported by the Compliance Team.

Risk appetite

The nature of our business fundamentally

involves an assumption of a level of risk

if we are to achieve our strategic aim of

creating and maintaining a pipeline of

investment opportunities and supporting

our diversified portfolio of high growth

early stage businesses over the long-term to

attain meaningful returns. However, we will

accept risk only where we have assessed that

it can be appropriately managed and offers

sufficient reward. The Board has determined

its risk appetite for each of the principal risks

described on pages 58 to 65 and considered

appropriate ways to monitor performance

and mitigate against each risk to ensure that

the level of exposure remains acceptable.

Risk governance

We adopt a top-down approach to risk

governance, with a culture of compliance

that flows from the Board and its Committees

through to the Executive Team and

Compliance Team who have delegated

authority to oversee the application of the

risk framework across the business, and

thereafter to all staff, encouraging a thoughtful

and transparent attitude towards risk that

is grounded in principles of responsible

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. The second line of risk management is

administered and overseen by the Compliance

Team. The Compliance Team reports directly

into the Executive Team and Audit, Risk and

Valuations Committee on all compliance

matters and have direct access as needed to

the Chair of the Board and the Chair of the

Audit, Risk and Valuations Committee.

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. Risks associated with the

Group and its activities that are considered

material 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 the resultant residual risks, as well as

any proposed or ongoing actions. Risks

are translated to a heat map for ongoing

monitoring purposes, while controls are in

place and regularly reviewed in order to

mitigate the Group’s exposure.

The Audit, Risk and Valuations Committee

meets formally at least four times a year,

with other informal meetings convened

as necessary. 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.

We identify and monitor risks closely

throughout the business, which ultimately

involves all employees in overseeing and

mitigating risk on a day-to-day level in

accordance with the Group Compliance

Manual and Group Code of Conduct.

Periodic internal checks are administered

by the Compliance Team; enhanced IT

security measures are employed by the IT

Manager supported by external IT specialists,

Rock IT and Softwerx; weekly meetings are

conducted at an Executive level where risk is

a standing item; and dedicated risk-review

sessions are undertaken periodically by

the Executive Team structured around the

Corporate Risk Register.

A summary of the Company’s full suite of

Policies, Procedures, Systems and Controls

can be found on our website at https://

investors.moltenventures.com/investor-

relations/plc/documents.

Third-party review

There is a formal compliance report issued to

the Board annually in addition to the output

of monitoring reports issued quarterly by

IQ-EQ, which during the year ended 31

March 2024 included a consistent focus on

the newly introduced Consumer Duty, which

the Company (working alongside IQ-EQ) has

taken relevant steps to be compliant with.

Depositary services in the financial year were

provided to the Company and the Fund

of Funds programme by Langham Hall UK

Depositary LLP including safekeeping of

Company assets, oversight, and reporting

any breaches, anomalies and discrepancies.

Representatives of the Depositary attended

a meeting of the Audit, Risk and Valuations

Committee prior to the year-end in order to

report on activity completed during the year

and any associated recommendations, with

no items identified as being high risk or in

need of remedial action.

Training

Externally-led mandatory compliance-focused

training is provided to all staff at least annually

to ensure a suitable level of awareness and

understanding of both the theory and the

practical application of the Group’s culture

towards risk awareness, risk mitigation and

applicable professional and ethical standards to

which all employees are required to 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 targeted

training on the subjects of SM&CR;

market abuse; bribery and corruption;

whistleblowing; and fraud. A separate

refresher session was also delivered by IQ-

EQ, in conjunction with the Compliance Team,

on the the Group’s Client Assets Sourcebook

(CASS) obligations to relevant members of the

compliance, legal, finance and administrative

teams 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, anti-bullying and

harassment, anti-modern slavery, cyber

security 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.

The Investment Team also explore market

themes, opportunities and risks as part of

the wider approach towards investments in

the weekly Investment Committee meetings

and the bi-annual Strategy Days to review

the Group’s existing portfolio and assess risks

and opportunities on both an asset-by-asset

level and at a wider aggregated portfolio

performance.

Whistleblowing

The Group operates established procedures

whereby employees may, in confidence, raise

concerns relating to possible improprieties

in matters of financial reporting, financial

control, adequate management of risks or

any other matter. The Whistleblowing Policy

applies to all employees of the Group and is

the subject of annual training.

Principal and

emerging risks

A principal risk is a risk, or a combination of

risks, from our corporate risk register that can

seriously affect the performance or reputation

of the Group. We regularly consider and

assess the 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

and Audit, Risk and Valuations Committee

consider risk at meetings periodically as

required and during the year. The Audit,

Risk and Valuations Committee additionally

perform a dedicated annual review of the

Group’s principal risks, assessing the severity

and mitigation strategies in place for previously

identified risks, and identifying whether any

new risks had materialised in the period.

The heat map (below) highlights what

we consider to be our principal risks

and uncertainties by potential impact

and likelihood of occurrence. Detailed

descriptions of those principal risks are set

out on pages 58 to 65.

Emerging risks are those risks not yet

considered to be “principal” by the

Audit, Risk and Valuations Committee on

recommendation by the Executive Directors,

but which have been identified through

horizon scanning, scenario analysis and third

party professional advice. These are risks that

are either new and therefore may, in time,

pose a threat to the Company and/or its

business model; or they can be a pre-existing

risk that has emerged in a new or unfamiliar

context. The following are some of the

emerging risks that have been identified and

are currently being monitored:

• Global elections, including in the UK and

US, the outcome of which could lead to

as-yet-unknown shifts in policy, regulation

or international relations, as well as

polarising sentiment that could have a

material impact on the Company or the

wider venture capital industry

• Increased regional and international

tension in Israel and the Middle-East

• Potential escalation of China/Taiwan

tensions and conflict with the US

• Global supply chain pressure due

to concentration risk of various key

component materials that are embedded

into many applications relevant to the

portfolio, or the underlying technologies

on which they are built

• Increased adoption and regulation of

artificial intelligence, the application of

which remain unclear

• Cost of borrowing to finance investment /

deployment with lack of certainty about

interest rates from central banks

• Continued cost of living pressures effect

on B2C/B2B sales

Risk framework updates

Updates to our risk framework for the year

include:

• Appointment of a new IT Manager

supported by new external IT and cyber

security support function - Rock IT to

ensure that the business remains cyber

resilient and secure.

• Embedded Consumer Duty across

the Group.

1 32

LIKELIHOOD

IMPACT

Increasing

KEY:

Decreasing Static

Principal risks

1. Macroeconomic environment

2. Geopolitical protectionism

3. Liquidity and access to capital

4. Public market risk

5. Climate change

6. Key personnel

7. Cyber security

8. Risk profile of venture investing and

venture investments

9. Industry competition

MOLTENVENTURES.COM 57 56 ANNUAL REPORT FY24

STRATEGIC REPORT

Risk management

1. Macroeconomic environment

Volatility of global

public and private

markets

Link to KPIs

(page 19)

1, 2, 3, 4, 5

Potential impact

• Challenges in the macroeconomic environment

events such as banking volatility, change in UK, US

and other major governments, high inflationary

environment, unpredictable government policy,

or recessions could lead to:

• Increased cost of living and commensurate

reduction consumer or B2B spending, diminishing

the revenues of portfolio companies, lowering

their valuations and extending the period to

realisations

• Enhanced portfolio company requirement for

liquidity

• Reduced confidence in growth stocks in a higher

interest rate environment

• Risk of the Company breaching its debt facility

covenants

Risk management and mitigation

• Executive management engage in strong and

consistent investor relations with well-established

and diversified Shareholder base

• Diverse portfolio across different stages of

development, geographies and markets, and

syndicated strategy of minority equity ownership

alongside strong syndicate partners

• Strong Board-level and investment team

experience of previous challenging macro-

economic conditions

• Cash reserves maintained and debt facility

available for liquidity purposes

• Strength of the Molten Ventures brand and

reputation to retain and continue to attract

Shareholders and operate in the VC/tech

environment

Changes/activities during the year

• High, but stabilising, UK and international

inflationary and interest rates environment

• Geopolitical developments, including in Ukraine,

Israel and the Middle East and China/Taiwan

relations

• Signals of IPO market in recovering in the

UK and US

• UK government commitment to unlocking UK

pension money into venture capital

Focus for FY25

• 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

• Expansion of 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. Geopolitical protectionism

Direct and

indirect impact of

geopolitical events

Link to KPIs

(page 19)

1, 2, 4

Potential impact

• International protectionism fuelling the escalation

of geopolitical tensions and impacting upon

supply chains, which may be further accelerated

by a change of government at the next UK and US

elections

• Inter-governmental policies presenting additional

hurdles to cross-border M&A opportunities,

particularly impacting upon later stage large-scale

tech businesses, limiting route to a meaningful exit

• Raised tariffs making it harder for portfolio supply

chains and deeptech hardware companies to

obtain required materials or make sales of their

own products

Risk management and mitigation

• Supporting portfolio with international structural

optionality

• Participation in lobbying efforts on UK

government (e.g. through BVCA membership)

• Continued monitoring of Group exposure to

sanctioned persons or corporates, through

our portfolio, Shareholders, suppliers, or other

investors into our portfolio companies

Changes/activities during the year

• Escalation of conflict in Israel and the Middle East

and ongoing war in Ukraine disrupting stability of

region and associated supply chains

• Increased tensions between China and US in

respect of Taiwan and broader economic and

political relations

• Period of greater stability in UK politics and

government.

Focus for FY25

• Continued participation with BVCA to lobby UK

government on benefits of access to wider pools

of capital including both in and outside the exit

process of the UK and Europe, including in the

context of cross-border portfolio exit opportunities

• Providing access, network opportunities and

strategic advice to portfolio company founders

and managing teams to explore US and wider

global markets

• Ongoing monitoring and management of Group

exposure to sanctioned persons or entities

throughout the Group and its investments

Key

Increasing risk Static risk Decreasing risk

3. Liquidity and access to capital

Reduced

availability of

capital precluding

the Company from

executing on its

investment strategy

and/or meeting

deployment targets

Link to KPIs

(page 19)

1, 2, 3, 5

Potential impact

• The reduce availability of capital and resulting

reduction in liquidity may impair the ability of the

Company to make investments (new or follow-

on) or limit the frequency or quantum of deals in

which the Company is able to participate

• The reduced availability of capital across the

public and private markets is likely to impact upon

funding models and the ability to execute on

strategic business plans, both at a Company and a

portfolio level, which could include:

• reduced access to revolving credit facility and/or

capital raising mechanisms

• slower or halted progress on strategic initiatives or

longer-term planning

• reduced cost base and decisions over prioritisation

of capital, which could result in reductions in

headcount

• depressed valuations where portfolio companies

are unable to demonstrate a path to liquidity or

profitability without further funding, or their likely

exit paths are blocked

• reduced likelihood of realisations due to slowed

IPO market and tighter controls over capital in PE

and M&A spaces

Risk management and mitigation

• Liquidity is available to the Company through its

revolving credit facility maintained with JP Morgan

and HSBC Innovation Banking

• Cash flow forecasts and borrowing structures

are considered at each meeting of the Executive

Directors and every Company Board meeting to

monitor and ensure that a minimum quantum of

cash is available to maintain sufficient headroom

to satisfy the Company’s debt covenants and

regulatory capital requirements

• Frequent investor engagement with all key

Shareholders and stakeholders by the Company’s

CEO and CFO as well as wider marketing activity

• Continued emphasis on appropriate levels of

liquidity through access to debt facility, cash

realisation and additional fee income from

third-party co-investors with funds under Group

management

Changes/activities during the year

• £60m of available revolving credit facility from

£150m debt facility with JP Morgan and HSBC

Innovation Banking Company

• Engagement with Shareholders through annual

Investor Day, and Investor Meet Company

meetings held through the course of the period to

engage with the Company’s retail base, as well as

individual meetings with key shareholders

Focus for FY25

• Focus upon realisations from the portfolio to

generate cash returns to the balance sheet for

redeployment

• Development of the acquired Forward Partners

earlier stage portfolio to consider whether there

are opportunities for realisations by way of an exit

or secondary sale

• Continued emphasis on appropriate levels of

liquidity through access to debt facility, cash

realisations and additional fee income from third-

party just retain funds with funds under Group

management

• Expansion 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

MOLTENVENTURES.COM 59 58 ANNUAL REPORT FY24

STRATEGIC REPORT

Our principal risks

4. Public market risk

As a publicly

listed entity,

the Company is

exposed to the risks

associated with that

status and being

traded on public

markets

Link to KPIs

(page 19)

1, 2, 5,

Potential impact

• A share price persistently trading at a significant

discount to NAV could lead to:

– reduced value in management and employee

LTIPs which may affect hiring and retention of

key personnel

– potential concentration of share register

– the Company becoming an acquisition target

or leading to Shareholder activism

• Information concerning the Company is

significantly more public relative to Molten

Ventures’ peer group which are overwhelmingly

structured as private GP/LP structures with far

reduced public reporting requirements

• Immediate exposure to fluctuations in the public

markets and broader market trends which can be

volatile and disconnected from the performance

or activities of the Company

• Ongoing administrative, regulatory and

compliance burden relative to non-listed

peer group

Risk management and mitigation

• Work alongside the Company’s brokers and PR

agencies to engage with institutional and retail

Shareholders and build upon the Company’s

well-diversified Shareholder base with frequent

investor engagement and marketing activity

• Close active monitoring of the Company’s share

ensure the Company’s Shareholder base is

well-diversified

• Expansion of syndicated fund strategies with third-

party investors to share risk and diversify income

streams away from reliance on the capital markets

Changes/activities during the year

• Addition of new strategic shareholder in Blackrock

as part of the Forward Partners transaction to help

consolidate the share register

• Public markets showing signs of stabilising,

particularly in the US and UK

• Engagement with Shareholders through annual

Investor Day, and Investor Meet Company

meetings held during the course of the period

for engagement with the Company’s retail base,

in addition to individual meetings with key

shareholders

Focus for FY25

• Continued work alongside the Company’s brokers

to engage with institutional and retail Shareholders

and build upon the Company’s well-diversified

Shareholder base

• Engage directly with Shareholders to try to build

share price relative to NAV and in so doing, deliver

value and returns for Shareholders

• Continued focus on ESG to meet, and where

possible surpass, the public market expectation for

sustainable investing

• Expand the syndication of investment strategies

and launch new fee-paying funds with third-party

capital under management to reduce reliance on

capital markets

5. 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 KPIs

(page 19)

1, 3, 4, 6

Potential impact

Transitioning to a lower-carbon economy will entail

policy, legal, technology, and market changes to

address mitigation and adaptation requirements

related to climate change, including:

• physical risk of climate change-related events

directly impacting upon the Company or its

people, or the companies and personnel within

the Molten Ventures portfolio

• changing stakeholder expectations on licence to

do business for the Group and/or the portfolio

• increase in GHG emissions-related regulation,

including mandatory reporting requirements

Risk management and mitigation

• Adherence to the Company’s ESG Policy and

Climate Strategy to integrate consideration of

climate-related risks and opportunities throughout

the Group’s activities

• Continued climate-related engagement with

portfolio companies as a component part of the

Molten Climate Strategy

• Continued climate-related reporting supported by

external domain experts as set out on pages 50 to

51 and our inaugural Sustainability Report

• A proportion of variable pay for Executive

Directors and all employees linked to completion

of ESG KPIs

Changes/activities during the year

• Continued engagement with Accenture to further

develop and articulate or Climate Strategy

• Continued engagement with Altruistiq to support

our data collection and carbon footprinting

• Enhancement of climate-related engagement

with portfolio companies, including in the course

of four towards the FY24 ESG KPIs, a summary of

which can be found on page 13.

• Ran bespoke climate-focussed workshops with

four portfolio companies with a material emissions

profile to Molten Ventures, more details of which

can be found in our inaugural Sustainability

Report .

Focus for FY25

• Delivery of the Company’s FY25 ESG KPIs details of

which can be found on page 49

• Continued development and delivery against the

Company’s Climate Strategy

• Continued engagement with our portfolio on

climate-related topics including carbon footprint

measurement and GHG reduction plans

• Evolve and develop the application of climate

within the valuations process

Key

Increasing risk Static risk Decreasing risk

MOLTENVENTURES.COM 61 60 ANNUAL REPORT FY24

STRATEGIC REPORT

Our principal risks continued

6. Key personnel

The Group may not

be able to retain

or attract staff with

the right skills and

experience

Link to KPIs

(page 19)

3, 4

Potential impact

• The work of the Group requires specialist

practitioners and, as a relatively small team, if

the Group does not succeed in recruiting or

retaining the skilled personnel necessary for the

development and operation of its business, it may

not be able to grow as anticipated or meet its

strategic objectives.

Risk management and mitigation

• Competitive packages and enhanced employee

benefits offered to personnel, with periodic

externally-led market comparisons for both staff

and Executive packages

• Long-term incentives aligned to Group strategy

through the issue of performance-related share

options. Short-term incentives linked to a blend

of personal and corporate targets that are also

aligned to the Company’s corporate purpose,

values and stakeholder interests

• Access to externally-led coaching and mentoring

through the CoachHub platform; mental health

support via Oliva; and ongoing focus on staff

development including with ringfenced budget

towards learning and development across the

business

• Continued focus on diversity and inclusion across

the Group, including through training and the

continued usage of the firm’s DEI Recruitment

Policy with recruiters used by the business.

Changes/activities during the year

• The team has been bolstered by the addition

of a number of highly skilled personnel with

highly relevant experience as part of the Forward

Partners acquisition

• Further recruitment into the investment team and

operational roles within the business

• Continued to conduct employee surveys to

solicit feedback on the working environment and

business culture

• Assumption of the Designated Non-Executive

Director function by Gervaise Slowey during

the period and a programme of employee

engagement reported back to the Board on a

regular basis

Focus for FY25

• Continued integration of the Forward Partners

team functions into the Molten group following

the Forward Partners acquisition

• Continued hiring in line with the Company’s

Diversity, Equality and Inclusion (DEI) Recruitment

Policy to source, interview and make hires from

a diverse, highly skilled talent pool to improve

representation across the Group

• 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

7. Cyber security

Cyber security

incidents may

affect the operation

and reputation of

the Group

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

cybersecurity 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

• Maintain cyber insurance including coverage for

breach response costs, cyber extortion loss and

data protection

Changes/activities during the year

• Hire of a new specialist IT Manager with a

background in funds IT

• Appointment of Rock IT to support the Group’s

cyber and wider IT environment along with

Softwerx’s ongoing provision of Security

Operation Centre services to the business

• Continued external penetration testing

programme

• Continued updates to hardware and software

environment to enhance robust cybersecurity

environment

Focus for FY25

• Continued review and development and

adaptation of cyber security and information

security systems, policies and procedures with the

support and guidance of outsourced IT providers

• Ongoing monitoring and development of internal

policy relating to the usage and regulatory

parameters surrounding AI

Key

Increasing risk Static risk Decreasing risk

MOLTENVENTURES.COM 63 62 ANNUAL REPORT FY24

STRATEGIC REPORT

Our principal risks continued

8. Risk profile of venture investing and venture investments

The profile of

venture investing

and the companies

into which

investments are

made are rapidly

scaling businesses

with potential for

outsized returns,

but are by their

nature inherently

riskier than other

more stable lower

yield investment

opportunities or

companies

Link to KPIs

(page 19)

1, 2, 5

Potential impact

• Individual portfolio companies may not perform

as anticipated and either fail or have increased

funding requirements

• Significant commitment of time and resource to

the active management of early-stage high-

growth companies

• Due to the illiquid nature of the asset class in which

the Company invests, valuation of tech companies

across global markets may impair the Group’s

NAV and impact on the timing and/or quantum of

realisations at exit

• The timing of portfolio company realisations

is uncertain and cash returns to the Group are

therefore difficult to predict and could be subject

to a lockup period in the event of an IPO

Risk management and mitigation

• Rigorous due diligence undertaken by highly

qualified Investment Team and surrounding

operational platform

• Active management of portfolio with consent

rights and Board seats or observer roles typically

required as a pre-requisite to investment

• 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

(acquired Forward Partners portfolio/managed

EIS/VCT) to later stage (Molten Ventures plc

balance sheet)

Changes/activities during the year

• Continued work to syndicate investment strategies

and launch new fee-paying funds with third-party

capital under management to reduce dependency

on capital markets and provide visibility on a

greater range of investment opportunities

• Expansion of the Molten investing platform

through the acquisition of the Forward Partners

portfolio providing additional visibility alongside

the managed EIS and VCT investment vehicles on a

pipeline of earlier stage investment opportunities

• Engagement with UK government through

participation on various BVCA committees and

working groups, in connection with the LIFTs

Programme and Mansion House Compact to

facilitate greater in-flows of investment from DC

Pension Schemes to expand and diversify the

profile of the UK venture industry

• Rich pipeline of deal opportunities through the

Fund of Funds strategy

• Continued participation in follow-on rounds

where the asset is known and we can continue to

back the winners within the portfolio

Focus for FY25

• Continuing to work closely alongside portfolio

management teams to extend cash runway and

preserve/enhance value and prepare for recovery

of wider market conditions

• Continued emphasis on appropriate levels of

liquidity through access to debt facility, cash

realisations, and additional fee income from

third-party co-investors with funds under Group

management

• Continued focus on identifying strong best-in-

class scalable technology companies with very

large addressable markets and a path to becoming

a category leader

• Additional working alongside the BVCA and

other industry bodies to advocate the venture

ecosystem and early-stage tech businesses

9. Industry competition

The Group and

its portfolio

companies

are subject to

competition risk

Link to KPIs

(page 19)

2, 3, 4

Potential impact

• Presence of sophisticated capital in the European

VC market leading to greater competition for tier

1 deals

• Rise in pre-empted funding rounds can limit

access to strong deals where opportunities are

outside of the Group’s network

• Reputational risk to the Molten brand if tier 1 deals

are not won by the Group due to presence of

competitors

Risk management and mitigation

• Proven thesis-driven investment strategy with

strong reputation in the market within sector/geo-

specialism

• Addition of the Forward Partners early-stage

portfolio provides greater market coverage and

visibility on pipeline for Series A and B deals

• Differentiated model with strong pipeline

sourcing and disciplined investment process

• Strong and visible brand with established

presence in VC and tech ecosystem

• Well networked team with proven syndication

opportunities across the industry

Changes/activities during the year

• We announced a share-for-share acquisition of

Forward Partners and successfully completed

an oversubscribed fund raise of £55 million (net

of fees) by way of issuance of new shares on the

London Stock Exchange and the Euronext Dublin

• Retrenching by some global VCs from the

European market who had less experience or

depth of networks in the region, reducing the

competitive set for UK and European deals

• Continue to demonstrate the flexibility of our

model and structure to maximise the ability for the

Company to participate along EIS and VCT pools

of capital in qualifying deals

Focus for FY25

• Continue the strategic deployment of capital into

existing portfolio companies by way of follow-on

funding and working with portfolio management

teams to manage cash runway and preserve/

enhance value or raise money in challenging

economic conditions

• Expand the syndication of investment strategies

and launch new fee-paying funds with third-party

capital under management to reduce dependency

on capital markets

• Continued focus on ESG as a competitive

advantage and thought leader in the VC space

• Further development of brand to entrench

Molten Ventures position within the VC and tech

communities

Principal risks

Board approval

The Strategic Report as set out on pages 6 to 66 was approved by the Board of Directors on 11 June 2024 and signed on its behalf by:

Ben Wilkinson

Chief Financial Officer

Key

Increasing risk Static risk Decreasing risk

MOLTENVENTURES.COM 65 64 ANNUAL REPORT FY24

STRATEGIC REPORT

Our principal risks continued

The Directors have assessed the viability

of the Group over a three-year period

to March 2027, considering its strategy,

its current financial position, and its

principal risks.

The three-year period reflects the time horizon over which

the Group places a higher degree of reliance over the

forecasting assumptions used.

The three-year plan is built using a bottom-up model and

makes assumptions about the level of capital deployed

into, and realisations from, its portfolio companies, the

financial performance (and valuation) of the underlying

portfolio companies, the Group’s utilisation of its debt

finance facility and the ability to raise further capital,

the level of the Group’s net overheads and the level of

dividends.

To assess the impact of the Group’s principal risks on

the prospects of the Group, the plan is stress-tested by

modelling severe but plausible downside scenarios as

part of the Board’s review of the principal risks of the

business.

While all the risks identified, including cyber security, key

personnel, industry competition, FX exposure and loss

of regulated status could potentially have an impact on

the Group’s financial position, the Directors believe that

the risks most likely to impact the Group’s viability include

changes to the global macroeconomic environment,

portfolio valuations, geopolitical protectionism, profile of

venture investments and unpredictability of exit timing.

The severe downside scenarios model situations were:

1. Concentration risk

Scenario: considers the impact of a material event causing

the single largest asset in the portfolio to be written off.

Links to Principal Risks: 1, 8, 9

2. Valuations risk

Scenario: considers the impact of public and private

market recalibration causing severe disruption to the

operating cycle, significantly reducing valuations and

realisations, and stalling routes to exit.

Links to Principal Risks: 1, 2, 3, 4, 5, 8

3. Realisations risk

Scenario: considers no additional exits other than those

which have been agreed and the sale of listed assets,

either due to severe disruption to the market or due to

exits in the form of IPO with shares held being subject to a

lock up period.

Links to Principal Risks: 1, 2, 3, 7, 8

4. A combination of scenarios 1-3 above

The Directors have considered an “all risks” stress test

scenario, combining all of the scenarios tested in a “worst

case” analysis. This is a highly unlikely, albeit plausible

scenario, however, in the event of such a scenario

the Group would be able to continue operating until

September 2025 before a liquidity shortfall. However,

mitigations have been modelled in this scenario which

would ensure sufficient liquidity well beyond March 2027.

In such scenarios there would be additional options

available for the Group to mitigate the impact on liquidity,

including:

a. reducing investment levels to mitigate the impact on

liquidity

b. exits outside the usual course of business

c. equity financing

d. syndicated fund strategies

e. debt financing

Given the current volatility of public markets an equity

raise has not been modelled in any of the scenarios.

The Directors also considered viability over the longer

term period. Risks considered were:

1. The resilience of the underlying business model

The “patient capital” nature of the Group’s business

model, which affords the Group flexibility in terms of exit

timings, coupled with its relatively low level of committed

capital, provides a high degree of financial resilience to

macroeconomic risks.

Links to Principal Risks: 1, 2, 3, 4, 5, 6, 8, 9

2. Resilience to technological risks

While no major issues were identified the Company has

continued to invest in improvements to IT infrastructure,

software and cyber security and has also appointed a new

IT manager and outsourced service provider.

Links to Principal Risks: 7

3. Resilience to social and environmental risks

The Group works with external providers and voluntarily

reports against external standards and frameworks. A

Climate Strategy has been developed and a dedicated

ESG Committee oversees the activity of the ESG Working

Group. ESG KPIs are measured and performance against

ESG targets is indexed to staff bonuses.

Links to Principal Risks: 1, 3, 4, 8, 9

Based on this assessment, the Directors have a reasonable

expectation that the Group will continue to operate

and meet its liabilities, as they fall due, up to at least

March 2027.

Please see our

Principal Risks

section, starting on

page 58 for further

details on our

Principal Risks

MOLTENVENTURES.COM 67 66 ANNUAL REPORT FY24

GOVERNANCE REPORT

Viability statement

Governance

Report

Contents

Governance Report

68 Governance ‘at a glance’

69 Corporate governance statement

70 Board of directors

72 Board leadership

74 Division of responsibilities

75 Role, composition and evaluation

78 Nomination committee report

81 ESG committee report

83 Audit, risk and valuations committee report

86 Directors’ remuneration report

99 Directors’ report

102 Statement of directors’ responsibilities

Key activities in applying the principles of the UK Corporate Governance Code

Code principles Activity in the year

Board leadership and

Company purpose

(A-E)

• Completed an extensive strategic review and reset the Company’s three-year plan

• Consulted shareholders with regard to the Fundraise completed in December 2023

• Continued DNED programme of engagement with updates on workforce engagement responses. How the

Board assesses and monitors the culture of the business is set out on page 72

• Received summary of detailed half-yearly portfolio reviews carried out by management

Division of

responsibilities (F-I)

Information on the activity of the Committees is set out in their individual reports starting on pages 78 (Nomination

Committee), 81 (ESG Committee), 83 (Audit, Risk and Valuations Committee) and 86 (Remuneration Committee).

Composition,

succession and

evaluation (J-L)

• Appointed Russell Reynolds to assist with candidate search, resulting in the appointment of Lara Naqushbandi,

followed by Laurence Hollingworth

• Appointed Lintstock to undertake the Company’s first externally facilitated board performance review

• Considered the recommendations of the Parker Review 2023

Audit, Risk and

Internal control (M-O)

The Audit, Risk and Valuations Committee’s activity during the year has focused on its key responsibilities around

the integrity of financial reporting (including valuations), and ensuring that risk management and internal control

systems operate effectively. Other activities included:

• Reviewed annual compliance reports, corporate policies and procedures

• Provided oversight of the audit partner transition and reviewed additional non-audit fees relating to

corporate actions

Further information is included in the Audit, Risk and Valuations Committee Report starting on page 83.

Remuneration (P-R)

• Approved salary increases and cost-of-living payments for employees

• Reduced the level of pay-out of the annual bonus to 20% of maximum opportunity for threshold and 50% of

maximum opportunity for target performance

• Reduced the level of pay-out for threshold performance for the Assets under Management metric under the

long-term incentive from 50% to 25% of maximum

A summary of the Remuneration Policy, and further information on the Remuneration Committee’s activity, is set

out in the Directors’ Remuneration Report starting on page 86.

Board composition Board independence table

Chair

(independent on

appointment)

Laurence

Hollingworth

Independent

(Non-Executive

Directors)

Grahame Cook

Sarah Gentleman

Lara Naqushbandi

Gervaise Slowey

Non-Independent

(Executive

Directors)

Martin Davis

Stuart Chapman

Ben Wilkinson

Board attendance table

Director Board

Audit, Risk and

Valuations Committee

Remuneration

Committee

Nomination

Committee

ESG

Committee

Laurence Hollingworth

Grahame Cook

Sarah Gentleman

Richard Pelly

Gervaise Slowey

Lara Naqushbandi

Martin Davis

Stuart Chapman

Ben Wilkinson

0-3 years 3-6 years 6-9 years

62.5%

37.5%

Male Female

43%

57%

Non-independent Independent

Gender

diversity

Independence

(Excl Chair)

Tenure

Appointed on

2 January 2024

Retired from

the Board on

26 July 2023

Appointed on

11 September 2023

Dear Shareholder,

I am pleased to present the Governance Report for the year ended 31 March 2024.

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. Further information on the

Code can be found on the Financial Reporting Council’s website at: www.frc.org.uk.

The Board confirms that, for the year ended

31 March 2024, it has consistently applied the

principles of the UK Corporate Governance

Code (the “Code”) and complied with all

relevant provisions of the Code with the

exception of Provision 24, which states

that the chair of the board should not be a

member of the audit committee.

Following the unexpected resignation of

Karen Slatford for health reasons, Grahame

Cook was appointed Interim Chair of the

Board whilst also continuing to serve as Chair

of the Audit, Risk and Valuations Committee

from 17 January 2023 until my own

appointment on 2 January 2024.

Board composition

During the year both Lara Naqushbandi and

I were appointed to the Board, succeeding

Richard Pelly and Karen Slatford respectively.

Our appointments have assisted us with

moving closer to achieving our diversity

targets with women representing 37.5% of

our Board and having met the Parker Review

recommendation of appointing one Director

from a black, Asian or other ethnic minority

background.

We do not yet have female representation

in a senior board role (defined as CEO,

CFO, Chair or SID) and this will remain a key

consideration as our succession planning for

both Executive and Non-Executive Directors

continues in FY2025. More information on the

recruitment process, and the independence

and diversity of the Board, is set out in the

Nomination Committee Report on pages

78 to 80.

Board performance

review

The effectiveness of the Board is vital to

the success of the Company. The Board

undertakes a rigorous evaluation process

each year to assess how it, its Committees and

individual directors are performing. In line

with the Code, the Board instructed Lintstock

to conduct an externally facilitated evaluation

in April and May 2024. Lintstock provides

external board evaluation services and has no

other connection with Molten or its Directors.

The process and outcomes of the review

can be found on pages 76 and 77. We will

continue to consider conducting such reviews

on a triennial basis.

Engaging with the

workforce

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. Gervaise Slowey

succeeded Richard Pelly as the Designated

Non-Executive Director for engagement

with the workforce (“DNED”) following his

retirement at the 2023 AGM. A summary

of the workforce engagement activity

undertaken by the Board and led by Gervaise

during the year can be found on page 72.

Investors/AGM

Information on the Company and the Board’s

engagement with Shareholders (and other

stakeholders) is set out on pages 42 to 45.

I am always happy to engage directly with

Shareholders on corporate governance (or

other matters), and can be contacted by

writing to our Company Secretary at the

Company’s registered office or by emailing

cosec@molten.vc.

Retail investors may also register for

presentations and updates on the Company

via the Investor Meet Company platform,

which was used several times throughout the

year to provide updates on financial results

and give thematic presentations on portfolio

companies.

I would like to end by thanking all of our

stakeholders for their continued support

this year and I look forward to welcoming

Shareholders to our 2024 Annual General

Meeting which will be held at the Company’s

registered office at 20 Garrick Street, London

WC2E 3BT, at 10am on 24 July 2024.

Laurence Hollingworth

Chairman

MOLTENVENTURES.COM 69 68 ANNUAL REPORT FY24

GOVERNANCE REPORT

Governance ‘at a glance’ Corporate governance statement

Laurence

Hollingworth

Chairman

Age: 66

Appointed: January 2024

Membership:

Grahame

Cook

Senior

Independent Director

Age: 66

Appointed: June 2016

Membership:

Sarah

Gentleman

Independent

Non-Executive Director

Age: 54

Appointed: September 2021

Membership:

Gervaise

Slowey

Independent

Non-Executive Director

Age: 56

Appointed: July 2021

Membership:

Lara

Naqushbandi

Independent

Non-Executive Director

Age: 43

Appointed: September 2023

Membership:

Martin

Davis

Chief

Executive Officer

Age: 61

Appointed: November 2019

Membership:

Ben

Wilkinson

Chief

Financial Officer

Age: 43

Appointed: June 2019

Membership:

Stuart

Chapman

Executive Director

Age: 54

Appointed: June 2016

Membership:

Laurence has extensive experience

in the capital markets and a strong

understanding of the investment

environment, following a 37-year

career with Cazenove and latterly

JP Morgan. He has held several

senior leadership roles during

his career including Head of UK

Investment Banking, Head of EMEA

Industry Coverage, and finally as

Vice Chairman for Equity Capital

Markets EMEA. He is currently

chair of Clarkson plc, the world’s

largest shipbroker, and a non-

executive director of Atom Bank

plc, an online retail challenger

bank. Laurence serves as Chair of

the Nomination Committee and

as a member of the Remuneration

Committee.

Grahame is an experienced public

company non-executive director,

with over 20 years’ experience

as an audit and risk committee

chair. Grahame’s background is

in investment banking, with 20

years’ experience of M&A, equity

capital markets and corporate

advisory. Grahame started his

career at Arthur Andersen, where

he qualified as a chartered

accountant. He became a Director

of Corporate Finance at Barclays

de Zoete Wedd in 1993, and

then joined UBS as a Managing

Director, a member of its global

investment banking management

committee and global head of

equity advisory. At UBS he was

responsible for creating its industry

sector teams, including technology

and healthcare. In 2003 he became

joint chief executive officer at

WestLB Panmure where he built a

pan-European business focused

on growth companies and ran a

€100 million technology fund.

He advised the London Stock

Exchange in 2003 on the creation

of its TechMark growth segment.

Grahame sits on a number of

technology and technology-rich

healthcare company boards, both

listed and unlisted. Grahame

holds a Double First Class Honours

degree from the University of

Oxford. Grahame is Molten’s

Senior Independent Director and

serves as chair of the Audit, Risk

and Valuations Committee and as

a member of the Remuneration

Committee and the Nomination

Committee. Grahame served as

Interim Chair from 17 January 2023

until Laurence’s appointment as

Chair on 2 January 2024.

In addition to her role as a non-

executive director at Molten, Sarah

is the senior independent director

of Rathbones Group plc, as well

as being a member of its audit,

risk, nomination and remuneration

committees. Sarah has over 30

years’ experience working in

a combination of strategic and

financial roles, having started her

career as an analyst at McKinsey &

Company; these include Business

Development Director at Egg

UK and Chief Financial Officer at

LCR Telecom. Until 2012, Sarah

was a sell-side banking analyst

at Sanford Bernstein where she

covered French, Spanish and

Italian banks. Most recently, Sarah

has been working as an adviser to

early-stage technology companies

with a focus on fintech. At Molten,

Sarah chairs the Remuneration

Committee and sits as a member

of the Audit, Risk and Valuations

Committee and Nomination

Committee.

Gervaise has 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) and Eason PLC

(Ireland’s largest book retailer).

She also chairs the remuneration

and nomination committee for

WFBI and the ESG committee for

Dalata Hotel Group PLC. Gervaise

was CEO of Communicorp Group

(now Bauer), Ireland’s largest

independent radio group for four

years to the end of 2016, and also

served as a non-executive director

on the board of 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). She

is a Chartered Company Director

(Institute of Directors), a Dublin

City University Business Studies

graduate (BBS) and has completed

the Sustainability Leadership

Program at Cambridge University.

At Molten, Gervaise is the

Designated Non-Executive Director

for Employee Engagement,

chairs the ESG Committee and

is also a member of the Audit,

Risk and Valuations Committee,

Remuneration Committee and

Nomination Committee.

Lara is currently the CEO of ETFuels

Limited, a green fuels company

focused on the decarbonisation

of hard to abate industry. She has

a wealth of global commercial

and strategic experience, having

previously held roles in finance

and sustainability at Google, Rio

Tinto and Goldman Sachs. She

also has investment experience

at Klesch Group, Climate Change

Capital and Bridgewater Associates.

Lara currently serves as a board

fellow at the real estate investment

trust Assura Plc. She has lived and

worked in every continent other

than Antarctica and has a BA and

MBA from Harvard. At Molten,

Lara is a member of the Audit,

Risk and Valuations Committee,

Remuneration Committee,

Nomination Committee and ESG

Committee.

Martin was appointed as CEO

of Molten in November 2019.

He has more than 20 years’

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.

Ben was appointed to the Molten

Board in June 2019, having joined

the Molten Group as CFO in

2016. 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 crossborder

transactions and corporate

financings. Ben is a graduate of

Royal Holloway, University of

London with a BSc in Economics.

Ben sits as a member of the ESG

Committee.

Prior to co-founding Molten in

2006, Stuart was a director of 3i

Ventures in London. He has over 30

years’ venture capital experience

in Europe and the US – including

being part of the founding

team of 3i US in Menlo Park, CA.

Stuart serves as a director with

Netronome, Freetrade, Realeyes,

Riverlane and Crate; and as

observer with Graphcore, Indykite

and Aircall. Before 3i, Stuart was

involved in software and systems

implementations for Midland Bank.

He is a graduate of Loughborough

University and currently serves on

the Strategic Advisory Board for the

Loughborough School of Business.

The age of each Director is displayed as at 12 June 2024.

Key Board Audit, Risk & Valuations Committee Remuneration Committee Nomination Committee ESG Committee

Chair

MOLTENVENTURES.COM 71 70 ANNUAL REPORT FY24

GOVERNANCE REPORT

Board of directors

The Board’s primary role is to ensure the long-term success of the business by

establishing the Group’s strategy and business model, and ensuring that these align

with the values and culture of the Group. 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, 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

Directors to support open dialogue.

Workforce engagement

Non-Executive Directors attend the

bi-annual portfolio day where they engage

with the broader workforce, meeting with

investment managers and support teams.

The Non-Executive directors also attend

the annual Investor Day where they have

the opportunity to directly engage with the

portfolio company founders and their teams,

employees, and the broader investment

community.

The Board approved the appointment of

Gervaise Slowey as the Designated Non-

Executive Director for engagement with the

workforce (“DNED”) with responsibility for

workforce engagement, following Richard

Pelly’s retirement at the 2023 AGM.

Gervaise’s role as DNED has been

communicated to the business, and she

has made herself available for individual

meetings and to use other informal channels

for engagement, including attendance at

informal staff events, and regularly visits the

Company’s offices.

Gervaise has had four meetings with different

cross sections of the workforce at various

levels throughout the financial year and

has brought valuable insights gained from

these sessions back to the Board where they

are discussed and considered in decision-

making. This engagement assists the Board

in monitoring culture and overseeing the

effective implementation of the Company’s

values and embedding of the Company’s

Corporate Purpose.

The Company invests in its workforce in a

number of ways, including through training

and development, through an external

coaching programme, and healthcare and

well-being initiatives. 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 reviewed

periodically by the Remuneration Committee,

and provides the context in which decisions

on Executive Director remuneration are taken

(see the Directors’ Remuneration Report).

Molten team at our London Office

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. Presentations to retail investors are also

provided periodically via the Investor Meet

Company platform, covering financial results

and updates on portfolio companies.

In February 2024, the Company held its

annual Investor Day which was 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.

Shareholders are given the opportunity to

submit questions by email ahead of the AGM.

No questions were submitted in 2023.

Conflicts of interest

The Group requires that Directors disclose

details of all situations where each Director’s

interest may conflict with those of the

Company (situational conflicts). Each Director

has resubmitted their register of interests as

at 31 March 2024 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 the Companies Act 2006

which relate to the disclosure of any conflicts

of interest prior to any matter that may be

discussed by the Board.

Board independence

The overall independence of the Board has been in line with the recommended criteria under

the UK Corporate Governance Code. 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)

Laurence Hollingworth Grahame Cook Martin Davis

Sarah Gentleman Stuart Chapman

Lara Naqushbandi Ben Wilkinson

Gervaise Slowey

The Board, through the Nomination 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

external appointments

All Directors are required to seek

authorisation to accept any proposed

external appointments with the Board before

accepting. 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 Nomination Committee to

ensure that all Directors continue to be able

to devote sufficient time and attention to the

Company’s business. The Board also regularly

has working dinners, usually on the nights

before Board meetings, to allow the Directors

greater time to consider and discuss different

topics.

Company Secretary

All Directors, the Board and Committees

have access to the advice and support of the

Company Secretary, whose appointment is a

matter reserved for the Board. Through the

Company Secretary, Directors can arrange to

receive additional briefings on the business,

external developments and professional

advice independent of the Company, at

the Company’s expense. The Company

Secretary reports directly to the CEO and

to the Chair of the Board on all governance

matters, ensuring that board procedures and

policies are complied with and designing

the induction program for new directors.

The Company Secretary’s remuneration is

determined by the Remuneration Committee.

Shareholders can also correspond with

the Company by writing to the Company

Secretary at the Company’s registered

address or by email to cosec@molten.vc

MOLTENVENTURES.COM 73 72 ANNUAL REPORT FY24

GOVERNANCE REPORT

Board leadership

Governance framework

Board and Committee key responsibilities, delegated authorities to management and reporting lines, is illustrated below:

Audit, Risk & Valuations

Committee

• Oversees the Company’s financial

reporting

• Monitors the integrity of internal

financial controls

• Reviews the valuation of

investments

• Reviews and assesses risk

management systems

Please see page 83 for Audit, Risk &

Valuations Committee report

ESG Committee

• Maintains and oversees 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 KPIs

Please see the Sustainability Report for a summary of the Group’s

ESG activities during the period.

Esprit Capital Partners LLP (ECP) Management Board

ECP is the appointed Alternative Investment Fund Manager (AIFM) of Molten Ventures plc under the Alternative Investment Fund

Manager Directive (AIFMD). The ECP Management Board is responsible for managing the day-to-day operational investment

activities of the Company, and along with the Investment Committee, implementing the strategy approved by the Board. It monitors

performance against financial and operational KPIs and manages risk.

ECP Investment Committee

• Implements the Company’s investment policy

• Approves all Molten Ventures plc investments where these are below the

threshold requiring Board approval and may impose conditionality on any

approvals granted

• Recommends investments to the Board for approval when above a set threshold

Please see page 18 for our investment strategy

Please see page 17 for our investment criteria

Please see pages 27 to 29 for our portfolio

Remuneration

Committee

• Develops Remuneration

Policy for Directors (subject to

Shareholder approval)

• Determines Executive Director

Remuneration

• Approves annual bonus and LTIP

performance measures

• Monitors pay and conditions

across the Company

Please see page 86 for Directors’

Remuneration Report

Policies & Procedures Committee

• Operationally focused Committee which reviews

all Group policies and procedures with delegated

authority to approve and implement or recommend

to the Board or relevant Board Committee

• Oversees staff training and adherence to Group

policies and procedures

• Chaired by Group General Counsel with the

Group’s CFO, MLRO and Finance Director the other

voting members

Nomination

Committee

• Executive and Non-Executive

Director succession planning

• Identifies and nominates candidates

to the Board

• Reviews composition of Board and

Committees

• Monitors compliance with Board

Diversity Policy

• Leads Board evaluation process

Please see page 78 for Nomination

Committee report

Board

Responsible for setting the Company’s investment policy and strategy for delivering long-term value to Shareholders and other

stakeholders, providing effective challenge to management on the execution of strategy, and ensuring the Group maintains an

effective system of risk management and internal controls.

Please see page 18

for our strategy

Please see pages 59-65 for

principal risks and uncertainties

Please see page 28 for

our activity in the year

Please see page 42

for our s172 statement

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. 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 FCA and

Shareholder approval)

• Approval of individual investments in

excess of a threshold set by the Board

or where an investment may pose

additional risk

• Approval of specific risk management

policies (including insurance, hedging,

borrowing limits and corporate security)

• The 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 for the Board and the

formal terms of reference of each of the

Committees, all of which are reviewed at least

annually. The schedule of matters reserved to

the Board, and the terms of reference of each

Committee, are available on the Company’s

website.

Scheduled Board meetings follow an

agreed format with the final agenda being

set by the Chairman / Committee Chair,

Chief Executive and Company Secretary by

reference to the annual agenda and having

considered key developments since the

previous meeting. This approach ensures that

coverage of the Board and Committees’ key

responsibilities is balanced against the need

to focus on strategic priorities and address

topical matters. Focused strategy meetings

are held each year to enable the Board and

management to reflect on, debate, refine and

agree the Group’s strategy.

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 Both Lara Naqushbandi and

Laurence Hollingworth received inductions

during the year and positive feedback on the

induction programme was provided in the

Board performance review.

Roles and responsibilities

There is a clear division of Executive and Non-Executive responsibilities, and the roles of the Chairman 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:

Chairman

Laurence Hollingworth

The Chairman’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 Chairman 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 maintains strong relationships with the Chairman, the Board, key

stakeholders, and ensures that the culture promoted by the Board is operated throughout the Group.

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 leading investor relations activities.

Executive Director

Stuart Chapman

Stuart Chapman has primary responsibility for the Investment Team and is involved in setting the

strategy for the Company and its investments, working in conjunction with the Chief Portfolio Officer.

Senior Independent Director

Grahame Cook

The Senior Independent Director (SID) provides advice and additional support and experience to the

Chairman, 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

Sarah Gentleman

Lara Naqushbandi

Gervaise Slowey

The Non-Executive Directors provide constructive challenge to the Executive Directors 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.

MOLTENVENTURES.COM 75 74 ANNUAL REPORT FY24

GOVERNANCE REPORT

Division of responsibilities Role, composition and evaluation

Board development

The Board receives updates on key areas of the business and upcoming legislative or regulatory changes, through the following:

• briefings within Board papers

• presentations from senior managers on specific topics

• governance and regulatory updates provided by the Company Secretary, General Counsel, external Auditors and remuneration consultants

• legal and compliance updates and advice from internal and external counsel

Non-Executive Directors are also encouraged to attend seminars and workshops on business and regulatory issues offered by professional

services firms and law firms.

Board performance review

In line with recognised best practice, Molten undertakes Board reviews on an annual basis to increase Board effectiveness and to identify areas for

improvement. Molten engaged Lintstock in 2024 to conduct an external review of the performance of the Board and its Committees. Lintstock is

an advisory firm that specialises in Board reviews and has no other connection with theCompany or individual directors.

Methodology

Scoping and Tailoring

February – March 2024

The scope and objectives of the review were agreed following a briefing meeting between Molten and Lintstock.

Lintstock collaborated with Molten to design a bespoke line of enquiry tailored to the business needs of the Company, and to follow up on

themes identified in Molten’s previous internal reviews. Board members were given the opportunity to input into the focus of the exercise.

As well as covering core aspects of governance such as management information, composition and dynamics; the review considered people,

strategy and risk areas relevant to the performance of Molten. The review had a particular focus on the following areas:

• Priorities for the new Chairman;

• Board oversight of strategic delivery and the investment process; and

• Board visibility of management succession planning.

Completion of Surveys

April 2024

Board members completed bespoke surveys assessing the performance of the Board and each of its Committees. Each Director also

completed a self-assessment questionnaire addressing their own performance.

Analysis and Delivery of Reports

April – May 2024

Lintstock analysed the findings from the surveys and delivered focused reports documenting the findings, including a number of

recommendations to increase effectiveness.

Board Discussion

Lintstock’s findings were presented to the Board by the Chairman at a subsequent Board meeting. Actions were agreed for implementation

and monitoring.

Key Findings

Lintstock found that the Board engaged well with the Board Review process, with the Directors taking the opportunity to reflect on the Board’s

internal functioning, as well as its oversight of the business and investment process. The composition and management of the Board received

particularly positive feedback, and the Board was seen to be well supported by both the business and external advisors.

The Review identified a number of priorities for the Board in 2024, including:

• continuing to develop the Group’s long-term strategic direction and growth plans;

• monitoring the broader market environment, competitive landscape and access to capital; and

• maintaining a strong focus on succession planning and talent management.

The following actions were agreed for implementation in FY25 and progress will be disclosed in the next Annual Report:

• Review Investment Committee materials to increase knowledge and understanding of portfolio companies;

• Periodically review past decisions, assessing outcomes and considering future improvements; and

• Conduct a further review of the meeting calendar and annual agenda to re-allocate meeting time to strategic discussions and increase the

time dedicated to Board matters.

As part of the review, Lintstock provided an analysis of the Molten Board relative to the Lintstock Governance Index, which comprises around

60 core board performance metrics from over 200 board performance reviews which Lintstock has recently facilitated. This helped Directors to

understand how the Board compares with other organisations, while putting the findings into context.

Progress against some of the key findings from the evaluation conducted in FY23 (and reported on in our FY23 Annual Report) is

summarised below:

Action Progress

Corporate calendar and communications

• Revise corporate calendar to remove long stretches between

meetings

• Consider additional informal meetings at agreed intervals

• Complete. Meeting cadence has been revised and additional

shorter Board and Committee meetings have been held where

necessitated.

Appraisals of strategy

• Consider the addition of a further Board strategy day during the

financial year

• Continue programme of portfolio deep dives covering different

investment strategies and sectors

• Given the significant transactions completed during the year as

well as the strategic review completed with Rothschild & Co, an

additional strategy day was not deemed necessary. A dedicated

Board ESG strategy session will be held in FY2025.

• A detailed review of the VCT strategy was conducted during the

year and presented by the head of VCT.

Board evaluation

• Complete externally facilitated Board evaluation once new

Directors have been appointed and fully inducted

• Expand evaluation scope to include ESG and Nomination

Committees

• Completed immediately after year end as reported above.

MOLTENVENTURES.COM 77 76 ANNUAL REPORT FY24

GOVERNANCE REPORT

Role, composition and evaluation continued

Chair:

Laurence Hollingworth

Other members:

Grahame Cook

Sarah Gentleman

Lara Naqushbandi

Gervaise Slowey

FY24 Key activities:

• Worked with an external recruitment

agency to identify two candidates for

appointment to the Board and the

succession of the previous Chair

• Executive Director succession

planning

• Reviewed Board Diversity Policy

FY25 Key priorities:

• Continue to develop Executive

Director and senior management

succession planning process

• Monitor progress against

recommendations from the FY23

Board and Committee evaluation

process

• Apply the recommendations of the

Parker Review 2023

• Prepare for the retirement of

Grahame Cook following nine years

service at the AGM in 2025

Laurence Hollingworth

Chairman of the Nomination Committee

I am pleased to present the report of the Nomination

Committee (the “Committee”) for the year ended

31 March 2024.

Key responsibilities

Full Terms of Reference of the Committee can

be found on the Company’s website .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 and 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 evaluation. For details of the Board

evaluation, see pages 76 and 77.

Board composition and

diversity

The independence, tenure, and gender

diversity of the current Board is summarised

in the charts on page 68 and ethnicity data is

included on page 80. Diversity and inclusion

statistics for the Board and total workforce can

be found in the separate Sustainability Report.

Succession planning

The Committee had previously 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 developed plans to ensure

a phased approach to their retirement prior

to reaching a tenure of nine years. It had

been agreed that Mr Pelly would retire from

the Board and not seek re-election following

the AGM scheduled for 26 July 2023 and the

Committee was therefore in the process of

identifying candidates to succeed Richard

on the Board. Following the unexpected

resignation due to ill health of Karen Slatford

in January 2023, the Committee extended

its candidate search to also facilitate the

appointment of a new Chair as well as a new

independent Non-Executive Director as

originally planned.

Now that the immediate vacancies at Board

level have been filled with the appointments

of Lara and I, the Committee intends to

continue to develop and formalise its

approach to Executive succession planning

(including building in considerations around

developing a diverse and inclusive pipeline

for senior management positions) during

FY2025. Consideration will also be given to

succession planning for the Chair of the Audit,

Risk and Valuations committee and senior

independent director with Grahame Cook’s

expected retirement following the AGM

in 2025.

Time commitment

Although the letter of appointment of each Non-Executive Director includes an anticipated

time commitment, the letter also states that Directors are expected to commit sufficient time to

their directorship to discharge their obligations to the Company. The Nomination Committee

reviewed the time that each Non-Executive Director commits to the Company and was satisfied

that this was sufficient to discharge their duties fully and effectively in each case.

Independence

The Nomination Committee assesses the independence of the Non-Executive Directors against

the criteria set out in the Code. This highlights that to be classed as independent, non-executive

directors should be independent in character and judgement and free from any relationships

or circumstances which may affect that judgement. The Nomination Committee assesses

independence annually prior to recommending the election/re-election of the Directors.

However, the Nomination Committee also revisits its assessment as and when there are any

changes in circumstances and prior to recommending any reappointments for a further term

to the Board. During its annual assessment, the Nomination Committee satisfied itself that there

had not been any changes in circumstances which would impact on the previous assessment

that all Non-Executive Directors were independent.

Director appointment process

The search and appointment process followed for the Directors appointed during the year is

summarised in the chart below:

Stage 1 Stage 2

Identify role and candidate

profiles

The Committee develops and agrees

role and candidate profiles with the help

of skills matrices to identify including key

skills, experience, and characteristics.

Identify and instruct an

executive search agency

Russell Reynolds Associates engaged

to assist with the process (no other

connection with the Company or

individual Directors).

Stage 3 Stage 4

Review shortlist

Russell Reynolds Associates produce a

shortlist of potential candidates.

Interviews

First round interviews conducted by

the Chair / Interim Chair and CEO and

preferred candidates subsequently

interviewed by other Directors.

Stage 5 Recommendation

Nomination Committee

interviews

Individuals identified as the preferred

candidates meet separately with the

other members of the Nomination

Committee and the Board.

The Nomination Committee considers

and if thought fit recommends to the

Board that the preferred candidates

be appointed. Directors will stand for

election by shareholders at the first

Annual General Meeting following their

appointment.

MOLTENVENTURES.COM 79 78 ANNUAL REPORT FY24

GOVERNANCE REPORT

Nomination committee report

Board Diversity & Inclusion Policy

The Board Diversity & Inclusion Policy confirms the Company’s commitment to providing an inclusive and diverse environment throughout the

business and sets out the Company’s approach to diversity and inclusion on the Board and senior management team. The policy also reflects the

Company’s wider Diversity & Inclusion Policy and aims to ensure the development of a diverse and inclusive talent pool for the purposes of Board

succession planning. The objectives and targets set out in the policy, and progress/performance against them during the year, are set out in the

table below:

Objective/target Progress/activity in FY2024

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.

The appointments of Lara Naqushbandi and Laurence Hollingworth

were made during the year, consistent with this objective and described

in more detail on page 79.

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 2023, with

no changes recommended given recent Board appointments.

The Board performance review is described in more detail on pages 76

and 77.

Work with external search firms to develop a diverse internal talent

pipeline, including an inclusive senior management team.

A DEI Recruitment Policy is provided to external recruiters used by the

Company to promote the increase of a diverse base of talent within

the Group.

When identifying and engaging executive search firms to identify

candidates for appointment to the Board, ensure that they agree

to comply with the Board Diversity Policy at all times.

Any search firms engaged are asked to agree to comply with the Board

Diversity Policy and Company DEI Recruitment Policy.

Achieve female representation on the Board of not less than 25%

by 2022, and not less than 40% by 2025.

Female representation on the Board is 37.5%.

At least one Director from a black, Asian, or other minority ethnic

background by 2023.

Target met with the appointment of Lara Naqushbandi on

11 September 2023.

The following tables set out the information a listed company must include in its annual financial report under LR 9.8.6R(10). The data was collected

through the completion of a questionnaire.

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

Executive

management

Percentage

of Executive

management

Men 5 62.5% 4 3 100%

Women 3 37.5% 0 0 0

Number of

Board members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

Executive

management

Percentage

of Executive

management

White British or other White (including minority-white groups) 7 87.5% 4 3 100%

Mixed/Multiple Ethnic Groups – – – – –

Asian/Asian British 1 12.5% – – –

Black/African/Caribbean/Black British – – – – –

Other ethnic group, including Arab – – – – –

Not specified/ prefer not to say – – – – –

Laurence Hollingworth

Chairman of the Nomination Committee

11 June 2024

Gervaise Slowey

Chair of the ESG Committee

On behalf of the Board, I am pleased to

present the report of the ESG Committee

(the “Committee”) for the year ended

31 March 2024.

I have been encouraged and impressed by the ongoing commitment of

management and staff to the continued integration of ESG considerations

across the business. This has been particularly evident at an investment

committee level in the decision-making process and also in meaningful

engagements with portfolio companies where we believe that besides

investing in Climate Tech companies, our most effective role as an investor

is one of upskilling and building literacy around ESG matters through the

provision of tools, resources and climate risk and opportunity analysis.

Over the past number of years, the Company has evolved to become a

recognised industry leader in the field of ESG within the venture capital

ecosystem. An example of this is our tied first place as a Top VC Performer

in ITPEnergised and Orbis Advisory ESG Transparency Index in 2022. It is

my pleasure to introduce our inaugural Molten Ventures’ Sustainability

Report, which has been published online today alongside our annual

results, a copy of which can be found at investors.moltenventures.com/

sustainability.

Our Sustainability Report sets out the Group and Portfolio’s sustainability

achievements, together with our third voluntary TCFD Report, and an

update on the Company’s performance against our published Climate

Strategy. The Board’s decision to issue a standalone Sustainability Report –

outside of the Company’s Annual Report – at the recommendation of the

Committee, represents a “threshold moment” in the execution of our ESG

roadmap, and is reflective of the expanded scope of both the Company’s

activities in this area, and its related reporting obligations. We believe

that this is the most appropriate way to communicate our ESG activities

in line with many other UK listed companies, who are also adopting this

approach. All sustainability-oriented mandatory disclosures have been

retained, and can be found on pages 46 to 55.

Progress at an operational level is best illustrated by the strong

performance of the Company against the FY24 ESG KPIs – which were

designed to be suitably ambitious, measurable and strategically impactful,

Chair:

Gervaise Slowey

Other members:

Lara Naqushbandi

Ben Wilkinson

FY24 Key activities:

• Robust quarterly assessment of progress against the FY24

ESG KPIs

• Appointment of Lara Naqushbandi to the Committee

• Continued review, oversight, and guidance of the

activities of the ESG Working Group, including Gervaise

attendance at an ESG Working Group meeting to evaluate

culture at Molten

• Oversight and review of portfolio engagement

programme in line with our Climate Strategy commitments

• Assessment of external ESG disclosure frameworks

and continued improvement and engagement against

industry best-practice

• Second year of ESG reporting against the PRI, CDP, and

Investing in Women Code

FY25 Key priorities:

• Review the remit of the Committee and terms of reference

considering emerging industry thought leadership,

and continued evolution of ESG and sustainability best

practices

• Convene a Board ESG Strategy Day to consider mid and

long-term sustainability goals

• Ongoing portfolio engagement on climate action and

novel engagement with key suppliers to educate and

positively influence Net Zero-alignment across our

value chain

• Industry engagement on ESG themes through

participation in industry bodies and community groups

• Continued evaluation of Company performance on the

new streamlined KPIs for FY25

MOLTENVENTURES.COM 81 80 ANNUAL REPORT FY24

GOVERNANCE REPORT

Nomination committee report continued ESG committee report

and an evolution of the ESG KPIs delivered in previous financial years.

I am pleased to report that five of the seven FY24 ESG KPIs have been

achieved in full, demonstrating our commitment to delivering on our

ESG priorities, which includes climate literacy across our portfolio,

and within Molten’s investment processes. The achievement of these

objectives has seen material ESG discussions at the boards of our

investee companies, further improvement in aggregated portfolio

ESG performance and additional assessments of companies against

our corporate purpose and Climate Strategy. Our Climate Strategy KPIs

were met through the introduction of new carbon-reduction initiatives

across the Company, including a Sustainable Procurement Policy, and

engaging with portfolio companies that were identified as suitably

mature for the incorporation of climate action.

While we did not reach the 100% completion required on two of the

KPIs, considerable progress has been made and these will continue to

be ongoing objectives for the Company. The Sustainability section of

the Strategic Report provides a more detailed explanation of the main

activities, which contributed to KPI performance and effected bonus

outcomes, and which is included in the Remuneration Report.

Looking ahead to FY25, the Committee has decided to streamline the

ESG KPIs to four ambitious objectives, driving a multi-disciplinary focus

that demonstrates the value of strong ESG performance at a portfolio

level, while implementing our Climate Strategy through engagement

and education as we support the transition to Net Zero. The Committee

also recommended the inclusion of an overarching culture-related KPI

in the strategic projects category of the Company’s FY25 KPIs. This KPI

could have been retained as an ESG KPI under its social remit, and the

role that the ESG Working Group will play in its implementation and

success. However, given the strategic nature of Culture, as distinct and

separate from ESG (as recognised by the UK Corporate Governance

Code) and the all-employee effort required – the Remuneration

Committee considered it more appropriate as a strategy-linked KPI.

In my additional role as the designated Non-Executive Director for

employee engagement, I look forward to seeing the progress made

in the financial year ahead, as Molten further embeds its corporate

purpose and values across all levels of the Company.

This year has seen further development of the ESG expertise and

capabilities of the Board at Molten, through the addition of fellow

independent Non-Executive Director Lara Naqushbandi to the

Committee’s membership, and in the evolving sustainability-oriented

activities and processes at an operational level within the business.

Lara’s career to date has included finance and sustainability roles at

several blue-chip companies, and she is currently the CEO of ETFuels

Limited, a green fuels company focused on decarbonisation of hard-

to-abate industries. Since joining the Committee in November 2023,

Lara has brought impressive insight and industry experience to the

activities and strategic direction of the Committee, and she has my

gratitude for the considerable positive impact already made since her

arrival.

It has been encouraging to see the thought leadership emerging

from the Corporate Governance Institute in developing template

terms of reference for ESG and Sustainability Committees (at the

request of the Financial Reporting Council), which the Company

participated in. As well as this, FY24 saw the inaugural publication

of the Sustainability Committee’s: Structure and Practices Report,

which focuses on the key developments and likely trajectory of this

increasingly common component of governance in UK Plcs. The report

was helpful in providing ideas on how to continue improving the

discourse at Committee meetings, as well as helping to further define

an appropriate remit at Molten; the interdependence with other

Committees; the ESG Working Group and the Board. We will report on

any changes implemented in my report next year.

I welcome any input or feedback on the work of the ESG Committee

from our Shareholders and can be contacted by email: esg@molten.vc.

Gervaise Slowey

Chair of the ESG Committee

11 June 2024

Chair:

Grahame Cook

Other members:

Sarah Gentleman

Lara Naqushbandi

Gervaise Slowey

FY24 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

FY25 Key priorities:

• Implement audit committee

and corporate governance

reforms

• Succession planning for

Chair of Committee

Grahame Cook

Chair of the Audit, Risk

and Valuations committee

I am pleased to present the report of the Audit, Risk and

Valuations Committee (the “Committee”) for the year ended

31 March 2024.

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 Auditors.

Our annual review of the effectiveness of the

external audit process is described in more

detail on page 85. We have reviewed our

external Auditors 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 2024.

The Committee’s performance was evaluated post

year-end in the externally facilitated exercise led

by Lintstock. The evaluation indicated that the

Committee continues to function effectively.

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.

As well as considering the standing items of

business, the Committee will also focus on the

following areas during FY2025:

• review the recommendations from

BEIS on changes to audit and corporate

governance; and

• manage the transition of Chair of the

Committee as I reach nine years of service

in 2025.

MOLTENVENTURES.COM 83 82 ANNUAL REPORT FY24

GOVERNANCE REPORT

ESG committee report continued Audit, risk and valuations committee report

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.

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 Auditors without management present

• assessment of the need for an internal audit function

During the year the Committee met at appropriate times in the

reporting, valuations and audit cycle and otherwise as required to

fulfil its audit and risk responsibilities as listed in its terms of reference.

In addition to the Committee members, the CFO attends all meetings

of the Committee, and the other Executive Directors as well as the

Finance Director, General Counsel & Group Compliance Officer are

invited to attend where appropriate. Representatives of the external

Auditors are also invited to attend meetings on a regular basis, and

the Committee meets with the external Auditors without management

present at least once per year. Committee members’ attendance at

meetings during the year is set out in the table on page 68.

Significant issues considered in relation to the financial statements

Significant issues and accounting judgements are identified by the external auditors and Finance Team during planning 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 2024 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 2024 in respect of these unlisted securities.

Going concern The Committee conducted an in-depth review of the Group’s financial projections, appropriate

stress scenarios taking into account the impact of risks and prevailing macroeconomic factors, and 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.

Correspondence with Irish Auditing

and Accounting Supervisory Authority

(‘IAASA’)

Due to the Company’s secondary listing on Euronext Dublin, it is within

scope of EU accounting regulations and its financial statements may

therefore be subject to review by IAASA, as well as the FRC’s corporate

reporting team (by virtue of its Main Market listing on the London

Stock Exchange). IAASA examined the Company’s Annual Report and

Financial Statements for the year ended 31 March 2023 and wrote

to the Company requesting further information on some different

areas. The Company responded in September 2023, providing

all information requested and positively engaging with IAASA on

disclosure changes for consideration in future reporting periods.

The Committee reviewed draft responses prepared by management

before responding to IAASA.

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 the Group General Counsel & Compliance

Officer with input from senior 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. Having completed a robust assessment of the

Company’s principal risks and uncertainties, 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’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 General Counsel & Compliance

Officer and is reviewed by the Committee on a regular basis, with any

changes to structures, controls or risk ratings clearly highlighted.

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. Given the relatively small operational

resource in the business, and the assurance already provided through

external compliance consultants, the Group Compliance Team and the

Committee’s own activity, the Committee is satisfied that there is no

present need for an internal audit function. The Committee has also

reviewed the Group’s Financial Position and Prospects Procedures

(“FPPP”) memorandum which is updated at least annually and details

the policies and procedures that are followed to achieve a satisfactory

level of internal assurance. This does not have any effect on the work of

external audit.

External auditors

The Committee is responsible for monitoring the relationship with

the external Auditors, PwC, in order to ensure that the Auditors’

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 Auditors

• receiving regular reports from the external Auditors, including with

regard to audit strategy and year-end audits

• regularly meeting the external Auditors without management

present

• assessing the external Auditors’ independence, including with

reference to the level and extent of non-audit services provided by

the external Auditors

• evaluating the effectiveness of the external audit process.

Tenure

PwC was first appointed as the Group’s external Auditors 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, Richard McGuire rotated off the Group’s audit and the audit

for the year ended 31 March 2024 was led by Jeremy Jensen.

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 2024 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 UK Corporate Governance Code.

There are no contractual obligations that restrict the Committee’s

choice of external Auditors.

Effectiveness

The Committee reviewed the effectiveness of the FY23 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 report was reviewed by the Committee

and Committee members expressed their views on the effectiveness

of the process.

Overall, feedback from management and members of the finance

team 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 Auditors 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 Auditors’

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 Auditors 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.

During the year ended 31 March 2024 PwC completed permitted

non-audit services principally comprising the interim review and

publication of a prospectus, which are disclosed in Note 10 to the

financial statements. Given the natural overlap between this work and

the financial audit of the Group’s results, the Committee applied the

criteria above and judged PwC the most effective party to perform this

work.

Fair, balanced and understandable

review

At the request of the Board, the Committee has considered whether,

in its opinion, the FY24 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. Following

its review, the Committee was unanimous in its opinion that it was

appropriate to recommend to the Board that the FY24 Annual Report

and Financial Statements are fair, balanced, and understandable.

Grahame Cook

Chair of the Audit, Risk and Valuations Committee

11 June 2024

MOLTENVENTURES.COM 85 84 ANNUAL REPORT FY24

GOVERNANCE REPORT

Audit, risk and valuations committee report continued

Chair:

Sarah Gentleman

Other members:

Laurence Hollingworth

Grahame Cook

Lara Naqushbandi

Gervaise Slowey

FY24 Key activities:

• Oversaw the implementation

of the remuneration policy

and ensured its alignment

with the Company’s strategy

and corporate governance

developments

• Reviewed the annual bonus

performance measures to ensure

the measures reflected the key

priorities for the year ahead

• Reviewed remuneration across

the Company in consideration

of the external environment

and continued cost of living

challenges

FY25 Key priorities:

• Conduct a detailed review of the

remuneration policy to ensure

it continues to be the right

strategic fit for the Company

• Ensure pay is aligned with

Company performance, to

attract and retain the key talent it

requires to deliver on its goals

Sarah Gentleman

Chair of the

Remuneration Committee

On behalf of the Remuneration Committee, I am pleased

to present the Directors’ Remuneration Report for the

year ended 31 March 2024.

Business performance

in FY24

As set out earlier in the Annual Report, it has

been a busy and productive year for Molten

Ventures, notwithstanding an economic

backdrop that has been challenging for most

technology companies and those who invest in

them. We continued to develop our platform,

operating model, and acquisitions strategy

while simultaneously navigating ‘higher-

for-longer’ interest rates, and inflationary

pressures. This year we have also continued to

develop and invest in disruptive, high-growth

technology companies and our adaptable

model has allowed us to act quickly to identify

opportunities at attractive valuations, with a

focus on providing value for our Shareholders.

In March 2024, we announced the completion

of the acquisition of Forward Partners, bringing

over 40 new early-stage, disruptive technology

companies into our portfolio and expanding

the resources, expertise and networks available

to us in support of some of UK and Europe’s

most innovative firms. We also announced

the acquisition of a secondary position in

Seedcamp Fund III earlier in the year, acting

quickly to identify and invest in this portfolio of

high quality later-stage assets. Whilst Molten

continues to be impacted by market pressures

driven by ongoing global macroeconomic

instability, high levels of inflation and high

interest rates, we have demonstrated resilience

this year and continue to deliver through our

scalable and adaptable business model.

In terms of financial performance, in the context

of a constrained environment, we reported a

stable gross portfolio fair value, which increased

to £1,379 million (FY23: £1,371 million), we

generated £39 million of cash proceeds from

realisations and cash invested was £65 million

for the full financial year. During the year we

also continued to develop our ESG agenda and

ESG continues to be embedded throughout

the business and is an integral part of our values

and purpose. Key achievements for FY24 are set

out in the ESG Committee Report.

FY24 Bonus outturn

Despite prevailing macroeconomic challenges,

we have demonstrated relative resilience this

year and we have also been able to capture

strong investment opportunities at attractive

valuations. As a result of the performance in

the year, based on the performance scorecard,

which includes six different performance

categories (35% Fair Value Growth, 25% Capital

Resources, 10% Expense Management, 10%

ESG, 10% Strategic Projects and 10% Number

of Deals), the Committee approved a bonus of

78.68% of maximum opportunity. Full details

of achievement against targets is set out on

page 91.

The Committee reviewed the overall bonus

outcome at the end of the year, taking into

account multiple factors, including the

Company’s performance in the year, the execution of our strategic

objectives by our executive team, the acquisitions made in the

year and the strong investment opportunities captured. Overall,

the Committee felt that the bonus outcome was in keeping with

the Group’s performance and no adjustment was required to the

scorecard outcome.

FY22 LTIP outturn

The three-year relative TSR performance of the Group versus the FTSE

250 was below the median and the three-year performance of the

Group delivered AUM of £1,944.2 million. Whilst this meant that the

TSR element of the award lapsed in full, AUM performance resulted in

above threshold vesting under that element. Overall, this has resulted

in a modest pay-out of 20.38% under the FY2022 long-term incentive

and reflects the Group’s resilient performance against a backdrop of

the challenging market conditions for technology companies over the

previous three years.

Full details of achievement against targets is set out on page 93.

When determining FY24 incentive outcomes, the Committee

considered both the formulaic outcomes as well as a more holistic

assessment of performance, including overall Company and ESG

performance, the acquisitions made in the year and the wider

stakeholder experience. The Committee also reflected on the

significant achievements of the Executive Directors in relation to the

execution of the strategic priorities for the year, with the acquisition

of Forward Partners (adding a well-positioned and well-capitalised

portfolio of assets to the Group); the acquisition of a stake in

Seedcamp’s Fund III (which contains a portfolio of high-growth,

disruptive technology companies, with significant value in six mature

and proven assets); and the continued progress of the third-party

assets strategy, through the launch of the Irish fund in July 2023. As a

result, the Committee determined that the incentive outcomes were

appropriate, and no discretion was applied.

FY25 decisions

Salaries

All our employees (excluding Executive Directors) received a minimum

inflationary base pay increase of 5% for FY25 and we made one-off

payments of £3,000 to all employees on salaries less than £100,000

to support them through these challenging times. Following an

organisation-wide pay review, a number of employees also received

one-off pay adjustments to ensure we can continue to attract and

retain the highest calibre of talent. Salary increases across the group,

therefore ranged between 5% to 29%, with the largest increases

allocated to the highest performers that were behind the benchmark.

Overall, reflecting the decisions noted above, the average salary

increase across the organisation, excluding Executive Directors was 7%.

The Remuneration Committee approved a pay increase of 5% of base

salary for Martin Davis, CEO and Stuart Chapman, Executive Director,

below the average increase for employees across the organisation.

The Remuneration Committee also reviewed the salary level of Ben

Wilkinson, noting that it had fallen behind market levels. Reflecting on

his strong performance since appointment (including, but not limited

to, the role he has played on capital raises and the development of the

investor relations function since his appointment, now fit for purpose

in raising third-party funds for discrete fund launches), his calibre as an

accomplished finance professional and the growth of his role’s scope

as a result of the level of corporate activity at Molten, both in terms

of breadth and support on the operational side of the business, the

Committee felt it was an appropriate time to implement an increase.

The CFO’s salary will therefore increase by 8% for FY25, which whilst

above the increases awarded to employees and other Executive

Directors, remains below the median base salary compared to peers of

a similar size and will therefore be kept under review.

Annual bonus

In accordance with the Policy, the maximum bonus opportunity will

remain at 200% of salary for the Executive Directors. In line with the

changes made in 2023, the FY25 annual bonus will continue to pay-out

at 20% of maximum opportunity for threshold performance and at

50% of maximum opportunity for target performance.

There has been no change to the performance measures from FY24

which continue to reflect our key priorities for the year ahead.

Long-term incentive plan

LTIP awards will be made to the Executive Directors in FY25 with no

changes to the award sizes or performance measures. The award levels

continue to reflect the exceptional level of performance required for

full vesting, including upper decile relative TSR performance against

the FTSE 250. The pay-out level for threshold performance under the

Assets under Management measure will continue to be 25% of the

maximum opportunity, in line with the FY24 award. LTIP awards to

Executive Directors will vest three years from grant and be subject to a

two-year holding period.

Looking forward

In line with the normal three-year renewal cycle, our Directors’

Remuneration Policy will be presented to shareholders for approval

at the 2025 AGM. During the remainder of the year we will therefore

be undertaking a detailed review of the current remuneration

arrangements to ensure that they continue to align with our strategic

priorities. This will include appropriately balancing the expectations

on remuneration arrangements within the listed market within which

Molten operates, with the fact that the vast majority of Molten’s peers

are private companies that operate very different remuneration

arrangements to those typically seen in the UK-listed environment. We

welcome our shareholders’ feedback on all aspects of our approach to

executive pay, and I look forward to engaging with you further in the

year ahead as we consider our 2025 Directors’ Remuneration Policy.

The Committee appreciated the strong endorsement of last year’s

Directors’ Remuneration Report and we look forward to receiving

shareholder support again at the 2024 AGM.

Sarah Gentleman

Chair of the Remuneration Committee

11 June 2024

MOLTENVENTURES.COM 87 86 ANNUAL REPORT FY24

GOVERNANCE REPORT

Directors’ remuneration report

Remuneration policy summary

Implementation of Remuneration Policy in FY25

The table below sets out a summary of our Remuneration Policy for Executive and Non-Executive Directors, as approved by shareholders at the

AGM held on 3 August 2022, as well as its proposed implementation for FY25. The full Policy can be found in the 2022 Annual Report, accessible

on the Company’s website.

Summary and operation of policy Implementation for FY 25

Fixed pay

Base salary 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 base salary due regard will be taken of the

pay and conditions of the workforce generally.

• Martin Davis – £543,260

• Stuart Chapman – £373,420

• Ben Wilkinson – £375,991

The 5% increases for Martin Davis and Stuart Chapman

are below the 7% average salary increase across the

organisation. The rationale for the 8% increase for Ben

Wilkinson is disclosed on page 87.

Benefits and

pension

Pension contribution rates for Executive Directors are the

same as the rate provided to the wider workforce (currently

15% of base salary).

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.

No changes in benefits or pension for FY25.

Variable pay

Annual Bonus Maximum opportunity: 200% of salary.

Awards 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.

Any bonus awarded to an Executive Director in excess of

100% of basic salary earned will be deferred in shares for

two years.

Malus and clawback provisions apply.

No changes to maximum opportunity for FY25.

Performance measures that will apply are as follows:

• Financial (70%)

– Fair Value Growth

– Capital resources

– Expense management

• Non-financial (30%)

– ESG

– Strategic projects

– Deals

The Committee considers that the detailed performance

targets for the FY25 bonus (excluding those related to

ESG) 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 FY25 Annual Report. Performance targets

related to ESG can be found on page 92.

Long-term

incentive plan

Maximum opportunity: 250% of salary.

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%.

A two-year holding period will apply to Executive Directors

at the end of a three-year performance period.

Malus and clawback provisions apply.

No change to award size or performance measures for

FY25. Performance targets for FY25:

Measure Threshold Target Maximum

Relative TSR v

FTSE 250 (52%) Median

Upper

Quartile

Upper

Decile

Vesting

(% of salary) 20% 80% 130%

Total AUM (FY27)

(48%) £2,044m £2,152m £2,260m

Vesting

(% of salary) 30% 75% 120%

Summary and operation of policy Implementation for FY 25

Share ownership

guidelines

Each Executive Director is expected to achieve a

shareholding with a value of equivalent to at least 250% of

annual basic salary.

Share ownership requirements will remain in place until

the second anniversary of termination of employment of

any Executive Director and will apply to the lower of 250%

of such Executive Director’s basic salary or the number

of Shares held by the Executive Director at the date of

termination of employment.

No change. Executive Director share ownership is

disclosed on page 95. Martin Davis and Ben Wilkinson

continue to build their shareholding and will retain at least

50% of any share awards vesting under the Long-Term

Incentive Plan or deferred bonus until the guideline is met.

Non-Executive

Director fees

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 Chair of the Board’s fee was set at £160,000 on

appointment to more closely reflect the time commitment

expected of the Chair and the appropriate level for a

company of our size and complexity.

The fees for Non-Executive Directors were increased for

the first time since moving to the Main Market in 2021, to

reflect the growth in responsibilities and time commitment

required.

The new fees (effective 1 April 2024) are set out below:

• Non-Executive Director base fee: £64,000

• Senior Independent Director: £12,000

• Audit, Risk & Valuations Committee Chair: £12,000

• Remuneration Committee Chair: £12,000

• ESG Committee Chair: £12,000

• Designated NED for employee engagement: £5,000

MOLTENVENTURES.COM 89 88 ANNUAL REPORT FY24

GOVERNANCE REPORT

Directors’ remuneration report continued

Annual report on remuneration

The Annual Remuneration Report sets out how the Directors’ Remuneration Policy was put into practice during the year. It is divided into the

following sections:

• Section 1: Single Figure Tables

• Section 2: Further information on remuneration for the year ended 31 March 2024

The Auditors have reported on certain sections of this report and stated whether, in their opinion, those sections have been properly prepared.

Those sections which have been subject to audit are clearly indicated within the heading as audited.

The Remuneration Policy which was applied in the year ended 31 March 2024 was as described in the FY22 Annual Report and approved by

Shareholders at the AGM held on 3 August 2022.

Section 1 – Single Figure Tables

This section covers the reporting period from 1 April 2023 to 31 March 2024 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 2024:

£’000s Year

Basic

salary/

fees

All taxable

benefits

Annual bonus

Long-term

incentive

Pension-

benefits

Total fixed

remuneration

Total variable

remuneration

Total

remuneration

Carried

interest

(legacy

awards)

TotalCash Deferred

Executive

Directors

Martin

Davis

FY24 517 9 517 297 68 78 604 883 1,486 – 1,486

FY23 497 8 379 – 148 75 580 527 1,107 – 1,107

Stuart

Chapman

FY24 356 6 356 204 47 53 415 607 1,022 502 1,524

FY23 342 6 261 – 102 51 399 363 762 1,119 1,880

Ben

Wilkinson

FY24 348 5 348 200 46 52 405 594 999 49 1,048

FY23 335 5 255 – 96 50 390 352 742 110 852

Non-Executive

Chair

Laurence

Hollingworth

FY24 40 – – – – – 40 – 40 – 40

FY23 – – – – – – – – – – –

Non-Executive

Directors

Grahame

Cook

FY24 126 – – – – – 126 – 126 – 126

FY23 95 – – – – – 95 – 95 – 95

Richard

Pelly

FY24 14 – – – – – 14 – 14 – 14

FY23 60 – – – – – 60 – 60 – 60

Gervaise

Slowey

FY24 70 – – – – – 70 – 70 – 70

FY23 60 – – – – – 60 – 60 – 60

Sarah

Gentleman

FY24 70 – – – – – 70 – 70 – 70

FY23 70 – – – – – 70 – 70 – 70

Lara

Naqushbandi

FY24 33 – – – – – 33 – 33 – 33

FY23 – – – – – – – – – – –

The salaries of Executives were set to £517,390 for Martin Davis, £355,638 for Stuart

Chapman and £348,140 for Ben Wilkinson with effect from 1 April 2023.

Benefits include private medical and critical illness cover.

Details of the bonus targets, their levels of achievement and the resulting level of

award and deferrals of this bonus are detailed on pages 91 to 93.

Values for the year ended 31 March 2024 relate to the vesting of options granted

under the FY2022 Long Term Incentive Plan which were subject to the performance

conditions listed on page 93. Values for the vesting of the FY2022 award are

calculated by reference to the number of shares expected to vest multiplied by the

average market value of the shares in the last quarter of the financial year, which was

£2.47. No value of the FY2022 award is attributable to share price appreciation. Values

for the year ended 31 March 2023 relate to the vesting of options granted under the

FY2021 Long Term Incentive Plan. The values have been updated for the Molten

Ventures share price at the date of vesting, which was £2.63.

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 93.

Laurence Hollingworth was appointed Chairman with effect from 2 January 2024.

Grahame Cook assumed responsibility as Interim Chair following the resignation

of Karen Slatford from 17 January 2023 until Laurence Hollingworth was appointed

Chairman on 2 January 2024.

Richard Pelly retired from the Board following the AGM on 26 July 2023.

Lara Naqushbandi was appointed to the Board on 11 September 2023.

Commentary on Single Figure Table (audited)

Incentive outcomes for FY24

Annual bonus

The FY24 annual bonus for Executive Directors was assessed against performance conditions approved by the Committee. Bonuses are split across

six metrics, of which 70% are for corporate and financial measures, and 30% are for performance against ESG objectives, strategic objectives and

the number of deals. The Committee considers the overall bonus outcome as determined by performance against the agreed measures to ensure

that the bonus level is appropriate given the Company’s performance and the overall stakeholder experience in the year, and has the ability to

exercise discretion to override the indicative formulaic outturn if it considers that it is not appropriate in the circumstances.

The Committee reviewed the overall bonus outcome at the end of the year, taking into account multiple factors, including the Company’s

performance in the year, the execution of our strategic objectives by our executive team, the acquisitions made in the year and the strong

investment opportunities captured. Overall, the Committee felt that the bonus outcome was in keeping with the Group’s performance and no

discretion was applied.

The maximum bonus opportunity for FY24 was 200% of salary for each of the Executive Directors.

Annual bonus targets

Performance against the annual bonus measures is set out below:

Performance targets

Metric Weighting

Threshold

(20% vesting)

On target

(50% vesting)

Maximum

(100% vesting) Actual % payout

% of max bonus

opportunity

Fair Value Growth

35% £1,302.5m £1,371m £1,439.6m £1,379m 55.8% 19.54%

Capital resources

25% £60m £120m £150m £155.28m 100% 25%

Expense management 10% £21.7m £20.7m £19.6m £18.8m 100% 10%

ESG 10% See page 92 5/7 actions 71.4% 7.14%

Strategic measures 10% See page 93 See page 93 70% 7%

Number of deals

10% 6 10 12 15 100% 10%

Total 100% 78.68%

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: Target range set at the beginning of the year to reflect the challenging macro-economic environment, impacted by ongoing global macroeconomic instability,

high levels of inflation and high interest rates, which placed considerable pressure on the underlying asset classes that Molten Ventures invest in. Fair value growth represents the

opening gross value of the portfolio (GPV), plus investments, less any cash from realisations, plus fair value growth which gives the year-end Gross Portfolio Value. The percentage

changes from the opening GPV to the closing GPV is the fair value growth figure for the performance measure. In line with the approach adopted by the Group in prior years,

where Group resources are used to acquire assets, fair value growth captures the value of assets acquired in the year (including the value of the underlying asset and the change

in movements in values between the date of acquisition and the end of the year).

Capital resources includes capital raised and committed via third-party funds, capital raised via EIS and VCT entities for the tax year April 2023 to April 2024, capital raised via

realisations 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 2023 and 31 March 2024. Deals must be at least £5.0 million in size,

can be primary, secondary or follow-on investment (excluding Fund of Fund investments). Deals below £5.0m have only been included where the Committee agreed that they

consumed exceptional resources / were of a strategic nature and therefore were significant deals in the year.

MOLTENVENTURES.COM 91 90 ANNUAL REPORT FY24

GOVERNANCE REPORT

Directors’ remuneration report continued

ESG measures:

The ESG measures agreed by the Committee for FY24 and the Committee’s assessment of the Company’s performance against them, is summarised

in the table below. 5 out of the 7 actions have been completed, leading to 71.4% of that element vesting (7.14% of max bonus opportunity).

More detail on our performance is included in the Sustainability section on page 48.

FY24 ESG KPI Completion update Status

Portfolio

level

Demonstrate engagement with 75%+ directly held

portfolio companies (held throughout the period) at

Molten’s internal February 2024 Portfolio Strategy Day

through the identification of at least one component

aspect of ESG with each portfolio company that is

understood to present an actionable commercial

opportunity to help build business and accrue value in

support of wider corporate targets.

• ESG-related commercial opportunities

specific to individual portfolio companies

have been identified and detailed by

investment managers in the February 2024

Portfolio Strategy Day for 78% of directly held

investments.

Complete

Inclusion of an ESG agenda item and evidence of a

material discussion of ESG topics in at least one board

meeting during FY24 across 75%+ of directly held portfolio

companies (held throughout the period) in which Molten

has an appointed director.

• ESG has been included in at least one board

meeting during FY24 for 72% of directly held

portfolio companies.

Partially

complete

Deliver improved aggregated portfolio ESG performance

across directly held portfolio companies for which an

ESG Framework assessment was carried out in FY22 and

use data outputs to establish key champion areas that will

be communicated to portfolio management teams at an

annual ESG engagement and training event.

• This event took place in December 2023 for

members of the Investment Team and the

Exec and explored ESG performance across

the portfolio.

Complete

PLC level

All new investment opportunities assessed for alignment

with our Corporate Purpose and Climate Strategy as

part of the new investment case brought to Investment

Committee.

• The assessment for alignment has been

carried out by investment managers for 70%

of new investments brought to the Molten

Investment Committee during FY24.

Partially

complete

All core portfolio companies assessed on their alignment to

our Corporate Purpose and Climate Strategy.

• This assessment has been completed for all

core portfolio companies (composition of

core portfolio as at 31 March 2024).

Complete

Climate

strategy

Introduce internal carbon reduction initiatives targeting

the reduction in our Scopes 1, 2 and/or 3 (categories 1-14)

carbon emissions.

• Novel carbon reduction initiatives have

been introduced throughout the period

focusing on sourcing and disposal of capital

goods and business travel. These have been

captured in a formal Sustainable Procurement

Policy.

Complete

Identify any material “carbon intensity hotspots” within all

of our directly held portfolio, and positively engage with

75%+ of the relevant management teams or appropriate

dedicated personnel in those that have identified, to

support them in their assessment/understanding of their

carbon emissions and reduction pathway.

• Identify any material “carbon intensity

hotspots” within all of our directly held

portfolio, and positively engage with 75%+

of the relevant management teams or

appropriate dedicated personnel in those

that have identified, to support them in their

assessment/understanding of their carbon

emissions and reduction pathway.

Complete

Strategic measures:

The strategic measures agreed by the Committee for FY24 and the Committee’s assessment of the Executive Directors’ performance against them,

is summarised in the tables below.

FY24 KPI Completion update Status %

% of max

bonus

opportunity

Strategic

review (5%)

Progress against key strategic review

milestones: (i) identify, select and engage

a strategic advisor; (ii) work up actions

and present options to the Board; and (iii)

agree new three-year plan as appropriate.

• All three actions have been completed.

Looking ahead, the Group is in a strong

position to maximise returns to our investors in

a stabilising but still challenging environment

for high-growth companies.

100% 5%

Third

party fund

structures

(5%)

Qualitative assessment by the Committee

based on projects including: (i) ISIF

Vehicle; (ii) CEE Fund; (iii) Climate Fund;

(iv) agreement to create structure to

deploy capital; and (v) EIS Knowledge

Intensive Fund.

• At the start of the performance period

the Committee agreed key actions to be

completed for each of the projects. At the

end of the performance period, actions for

2 out of the 5 projects had been completed,

including first close of the ISIF Fund and

successful launch of the EIS Knowledge

Intensive Fund.

40% 2%

Bonus deferral

The FY24 bonus amounts will be paid in cash for an amount up to 100% of each Director’s salary, with the balance being paid in the form of a

deferred share award. The deferral period under the bonus scheme is two years from the date of the award. Vesting is not subject to any further

conditions.

Long-term incentive plan vesting

Vesting of FY22 award

The FY22 LTIP award included in the single total figure of remuneration table for FY24 had a performance period from 1 April 2021 to 31 March

2024. The modest outcome reflects the Group’s relatively resilient performance against a backdrop of challenging market conditions for

technology companies over the previous three years. Details of performance against the performance targets are shown in the table below.

Measure

Weighting Threshold Target Maximum Actual Outcome

Relative Total Shareholder Return (“TSR”)

v FTSE 250 68% Median Upper quartile Upper decile Below median 0%

Vesting (% of salary) 30% 120% 170% 0%

Total Assets under management (“AUM”) 32% £1,884m £1,994m £2,015m £1,944.2m 63.68%

Vesting (% of salary) 40% 60% 80% 50.95%

Total 20.38%

Awards vest on a straight-line basis for performance between threshold, target and maximum levels of performance, as set out in this table.

Carried Interest (legacy awards)

The carried interest values included in the single total figure of remuneration table for FY24 and FY23 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 but were

permitted to retain their entitlement and participation in carried interest schemes that they held prior to that date.

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. Plan Participants’ carried interest vests over five years for each carried interest plan and are subject to good and bad

leaver provisions as well as a “catch-up”. Further details are disclosed in Note 4(u) to the financial statements.

MOLTENVENTURES.COM 93 92 ANNUAL REPORT FY24

GOVERNANCE REPORT

Directors’ remuneration report continued

Section 2 – Further information on remuneration for the year

ended 31 March 2024

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 23 June 2023 as set out below. The awards were

made in the form of options with a nominal value exercise price of £0.01 per share as set out below:

Director Position Basis of award Face value

Number

of Options

awarded

Martin Davis CEO 250% of salary £1,293,475 471,383

Stuart Chapman Executive Director 250% of salary £889,095 324,014

Ben Wilkinson CFO 250% of salary £870,350 317,182

A share price of £2.744, based on the average closing price of shares for the five dealing days prior to grant, 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 2023 to 31 March 2026. The awards will vest on 23 June 2026 to the extent that performance conditions are met and are subject to a two-

year post-vesting holding period.

Relative Total Shareholder Return (TSR) v FTSE 250 (weighting – 52% of maximum opportunity)

Threshold On target Maximum

TSR ranking vs FTSE 250 Median Upper quartile Upper decile

Vesting (% of salary) 20% 80% 130%

Assets Under Management (Balance Sheet NAV) (weighting – 48% of maximum opportunity)

Threshold On target Maximum

Total AUM (FY26) £1,665m £1,742m £1,829m

Vesting (% of salary) 30% 75% 120%

No amounts vest below threshold. Vesting is on a straight-line basis between threshold, on-target and maximum performance points.

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 2024 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 2023

As at

31 March 2024

Total of all

scheme

interests and

shareholdings

as at

31 March 2024

Martin Davis 885,749 108,111 56,125 1,049,985 50,080 91,836 1,141,821

Stuart Chapman 608,837 74,312 857,895 1,541,044 1,054,756 1,054,756 2,595,800

Ben Wilkinson 595,999 72,745 393,149 1,061,893 29,126 48,022 1,109,915

Laurence Hollingworth – – – – – 43,000 43,000

Grahame Cook – – – – 34,258 55,548 55,548

Sarah Gentleman – – – – – 4,444 4,444

Richard Pelly – – – – 380 380 380

Gervaise Slowey – – – – 10,000 10,000 10,000

Lara Naqushbandi – – – – – – –

LTIPs awarded to Martin Davis, Stuart Chapman and Ben Wilkinson from 2021 onwards.

Deferred bonus plan options from 2022.

CSOP options awarded to Stuart Chapman and Ben Wilkinson in 2016, 2017, 2018, 2019 and 2021. LTIP options awarded to Martin Davis, Stuart Chapman and Ben Wilkinson in 2020.

Includes shares held by persons closely associated.

There were no changes to the Directors’ beneficial interests as set out above and the date of this report.

Executive Directors’ share ownership guidelines (audited)

Shareholding requirements in operation at the Company are currently 250% of base salary for the Executive Directors. Executive Directors are

required to build their shareholdings by retaining at least 50% of any share awards vesting under the Long-Term Incentive Plan or deferred bonus

until the guideline is met. The Committee keeps the progress of the Executive Directors in meeting the shareholding requirement under review

and notes the progress that has been made during the financial year. Non-Executive Directors are not subject to a shareholding requirement.

The table below shows, for the Executive Directors, their actual share ownership compared with the share ownership guidelines. Martin Davis and

Ben Wilkinson continue to build their shareholding and will retain at least 50% of any share awards vesting under the Long-Term Incentive Plan or

deferred bonus until the guideline is met.

Director

Number of

shares counting

to guidelines

31 March 2024

Shareholding

requirement

(% of salary)

Current

shareholding

(% of salary

Shareholding

requirement

met?

Martin Davis 178,881 250 95 No

Stuart Chapman 1,548,825 250 1,192 Yes

Ben Wilkinson 294,946 250 232 No

The share price of £2.3660 as at 28 March 2024 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 FY24 (audited)

Date of grant

Vesting,

exercise of

release

date

Number of

options/

awards

held as at

1 April 2023 Awarded Exercised Lapsed

Number of

options/

awards

held as at

31 March

2024

Share price

at date of

grant/award

(exercise

price for

CSOP)

Face value

of awarded

options (at

exercise

price for

CSOP)

Martin Davis

CSOP (Unapproved) 30/06/20 30/06/23 200,000

– – 200,000

– £4.49 –

LTIP 29/06/20 29/06/23 93,541 – – 37,416 56,125 £4.49 £420,000

LTIP 16/07/21 16/07/24 135,979 – – – 135,979 £8.88 £1,207,500

LTIP 17/06/22 17/06/25 278,387 – – – 278,387 £4.47 £1,243,725

DBP 17/06/22 17/06/24 108,111 – – – 108,111 £4.47 £483,000

LTIP 23/06/23 23/06/26 – 471,383 – – 471,383 £2.74 £1,293,475

Stuart Chapman

CSOP (Unapproved) 28/11/16 28/11/19 226,385 – – – 226,385 £3.55 –

CSOP (Unapproved) 28/11/17 28/11/20 234,835 – – – 234,835 £3.87 –

CSOP (Unapproved) 30/07/18 30/07/21 178,100 – – – 178,100 £4.92 –

CSOP (Unapproved) 12/02/19 12/02/22 178,434 – – – 178,434 £5.30 –

CSOP (Unapproved) 26/07/21 26/07/22 1,522 – – – 1,522 £9.85 £15,000

LTIP 29/06/20 29/06/23 64,365 – – 25,746 38,619 £4.49 £289,000

LTIP 16/07/21 16/07/24 93,468 – – – 93,468 £8.88 £823,000

LTIP 17/06/22 17/06/25 191,355 – – – 191,355 £4.47 £854,900

DBP 17/06/22 17/06/24 74,312 – – – 74,312 £4.47 £332,175

LTIP 23/06/23 23/06/26 – 324,014 – – 324,014 £2.74 £889,095

Ben Wilkinson

CSOP (Unapproved) 30/07/18 30/07/21 178,100 – – – 178,100 £4.92 –

CSOP (Unapproved) 12/02/19 12/02/22 178,434 – – – 178,434 £5.30 –

LTIP 29/06/20 29/06/23 61,024 – – 24,409 36,615 £4.49 £274,000

LTIP 16/07/21 16/07/24 91,497 – – – 91,497 £8.88 £812,500

LTIP 17/06/22 17/06/25 187,320 – – – 187,320 £4.47 £836,875

DBP 17/06/22 17/06/24 72,745 – – – 72,745 £4.47 £325,000

LTIP 23/06/23 23/06/26 – 317,182 – – 317,182 £2.74 £870,350

Options subject to a performance condition of an 8% per annum share price hurdle.

MOLTENVENTURES.COM 95 94 ANNUAL REPORT FY24

GOVERNANCE REPORT

Directors’ remuneration report continued

Performance graph

The graph below shows the total Shareholder return (TSR) performance of an investment of £100 in Molten Ventures plc shares from its initial

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 as of the date of this

report.

Molten Ventures Plc FTSE 250

£0

£50

£100

£150

£200

£250

£300

202420232022202120202019201820172016

FY End

Historical remuneration of the Chief Executive Officer

The table below sets out the total remuneration delivered to the CEO over the last eight 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 eight most recent financial years:

Year

Total single

figure (£’000)

Annual bonus

payment level

achieved

(% of max

opportunity)

LTIP vesting

(% of max

opportunity)

FY24 1,486 79% 20%

FY23 1,162 38% 60%

FY22

1,530 100% N/A

FY21 885 93% N/A

FY20 (Martin Davis)

505 100% N/A

FY20 (Simon Cook)

317 53% N/A

FY19 503 75% N/A

FY18 466 89% N/A

FY17 373 94% N/A

From 1 April 2020, the Executive Directors have not been eligible to participate in new carried interest plans, and instead participate in the Long-Term Incentive Plan.

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’ appointment in November 2019, and CIO from that date until 1 July 2020.

Change in remuneration of Directors compared to employees

The table below sets out the percentage change in salary, taxable benefits and annual bonus set out in the single figure of remuneration tables (on

page 90) paid to each Director from FY21 to FY24. The relevant statutory regulations also require a comparison of the change in the remuneration

of the employees of Molten Ventures plc. A comparator for all employees excluding Directors is included below.

% change in element

between FY21 and FY22

% change in element

between FY22 and FY23

% change in element

between FY23 and FY24

Salary and

fees

Taxable

benefits

Annual

bonus

Salary and

fees

Taxable

benefits

Annual

bonus

Salary and

fees

Taxable

benefits

Annual

bonus

Executive Directors

Martin Davis 15.0 125.0 142.7 2.9 (11.1) (60.8) 4.1 11.6 114.8

Stuart Chapman 14.9 25.0 142.3 3.0 20.0 (60.7) 4.0 7.0 114.6

Ben Wilkinson 18.6 33.3 150.0 3.1 25.0 (60.7) 3.9 (6.9) 114.4

Non-Executive Directors

Karen Slatford

21.2 N/A N/A (16.7) N/A N/A N/A N/A N/A

Laurence Hollingworth

N/A N/A N/A N/A N/A N/A N/A N/A N/A

Grahame Cook

33.3 N/A N/A 5.6 N/A N/A 32.7 N/A N/A

Sarah Gentleman

N/A N/A N/A 79.5 N/A N/A 0 N/A N/A

Richard Pelly

17.6 N/A N/A N/A N/A N/A (76.4) N/A N/A

Gervaise Slowey

N/A N/A N/A 46.3 N/A N/A 16.6 N/A N/A

Lara Naqushbandi

N/A N/A N/A N/A N/A N/A N/A N/A N/A

All employees 23.2 (44.2) 12.9 14.6% 33.9% (4.2) 10.0 4.6 32.5

Taxable benefits in FY22 included critical illness cover which was introduced in October 2021 so is not included in FY21 comparatives.

Karen Slatford resigned on 17 January 2023 and Grahame Cook was appointed Interim Chair. Laurence Hollingworth was appointed as Chairman with effect from 2 January 2024.

Appointed mid financial year in FY22.

Richard Pelly retired from the Board following the AGM on 26 July 2023.

Appointed mid financial year in FY24.

CEO pay ratio

As the Company has fewer than 250 employees it 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 FY23 and FY24 compared with other disbursements. All figures provided

are taken from the relevant Company accounts.

FY23

£’m

FY24

£’m

Percentage

change

Distributions to Shareholders 0 0 0%

Overall spend on pay including Executive Directors 12.3 14.8 17%

Payments to past directors/payments for loss of office (audited)

During the year there were no payments made to directors for loss of office (2023: nil) or any payments made to past directors (2023: nil).

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 19 July 2021 6 6

Stuart Chapman Director 19 July 2021 6 6

Ben Wilkinson CFO 19 July 2021 6 6

MOLTENVENTURES.COM 97 96 ANNUAL REPORT FY24

GOVERNANCE REPORT

Directors’ remuneration report continued

The Non-Executive Directors of the Company do not have service contracts and are appointed by letters of appointment. Their terms are subject

to their re-election by the Company’s Shareholders at any AGM at which the Non-Executive Directors stand for re-election (in accordance with the

Company’s Articles of Association). The details of each Non-Executive Director’s current terms are set out below:

Name Date of appointment Commencement date of current term Unexpired term as at 7 June 2024

Laurence Hollingworth 2 January 2024 2 January 2024

Continuation of appointment

is subject to re-election by

Shareholders at each AGM.

Grahame Cook 15 June 2016 19 July 2021

Sarah Gentleman 8 September 2021 8 September 2021

Lara Naqushbandi 11 September 2023 11 September 2023

Gervaise Slowey 19 July 2021 19 July 2021

Statement of voting at general meetings

The following votes were cast in respect of the Directors’ Remuneration Policy at the 2022 AGM and Directors’ Remuneration Report at the

Company’s 2023 AGM:

Approval of the Directors’

Remuneration Policy

No. of votes % of votes cast

For (including discretionary) 82,692,926 79.9

Against 20,802,605 20.1

Withheld 12,189,373 –

Approval of the Directors’

Remuneration Report

No. of votes % of votes cast

For (including discretionary) 95,742,793 97.83%

Against 2,125,369 2.17%

Withheld 2,850,272 –

Remuneration Committee composition and responsibilities

Composition

The UK Corporate Governance Code recommends that all members of the Remuneration Committee be Non-Executive Directors, independent

in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their

judgement. The composition of the Committee has comprised only the independent Non-Executive Directors for the year under review. In

accordance with provision 32 of the UK Corporate Governance Code, Sarah Gentleman had served as a member of the Remuneration Committee

of Rathbones Group plc for more than 12 months prior to her appointment as Chair of the Committee.

Role and responsibilities

The Committee operates under Terms of Reference, which are reviewed annually and approved by the Board. A copy of the Terms of Reference are

available on the Company’s website - investors.moltenventures.com. The Remuneration Committee receives assistance from the Chair of the Board,

CEO, CFO, Company Secretary (each of whom attend meetings by invitation except when decisions relating to their own remuneration are being

discussed) and independent advisers. The Remuneration Committee will normally meet at least three times per year. Executive Director remuneration

is communicated to employees after financial year end, with performance against bonus and LTIP targets explained as well as the targets for the year

financial year ahead being presented. The Committee receives insights from the broader employee population from management and the DNED can

update the Committee on feedback received at any of the five employee engagement sessions held during the year.

Advisers

The Committee appointed Deloitte LLP following a competitive tender process, to provide independent advice on Executive remuneration

matters with effect from 10 October 2022. Deloitte is a founding member of the Remuneration Consultants Group and voluntarily operates under

the code of conduct in relation to Executive remuneration consulting in the UK. The fees paid to Deloitte in relation to advice provided to the

Committee for FY24 were £138,000 on a time and materials basis.

The Committee assesses the performance of its advisers, the associated fees and the quality of advice provided annually, to ensure that the advice

is independent of any support provided to management and monitors adviser independence, noting advice received is predominantly based

on objective data trends/facts. The Committee is comfortable that the remuneration advisers do not have any connections with the Group or any

Director that may impair their independence.

On behalf of the Board

Sarah Gentleman

Chair of the Remuneration Committee

11 June 2024

The Directors present their report and audited consolidated financial statements for the year

ended 31 March 2024. The Strategic Report on pages 8 to 67, the Corporate Governance Statement on

pages 68 to 103 and this Directors’ Report have been drawn up and presented in accordance with, and in

reliance upon, applicable English company law and any liability of the Directors in connection with these

reports shall be subject to the limitations and restrictions provided by such law.

Additional information which is incorporated by reference into this

Directors’ Report, including information required in accordance with

the Companies Act 2006 and the Listing Rule 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 8 to 66

Research and development

activities

We do not perform any research

and development activities

Greenhouse gas emissions Sustainability – pages 52 to 53

Allotment of equity shares Pages 100 to 101

Financial risk management

objectives and policies

(including hedging policy and

use of financial instruments)

Note 31 to the Financial

Statements – pages 146 to 148

Exposure to price risk, credit

risk, liquidity risk and cash

flow risk

Details can be found on pages

58 to 65 of the Strategic Report

and Note 31 to the Financial

Statements

Details of long-term incentive

schemes

Directors’ Remuneration Report

– pages 93 to 95

Statement of Directors’

responsibilities

Can be found on page 102

Directors’ interests Details can be found on page 94

of the Directors’ Remuneration

Report

s172 Statement Can be found on pages 42 to 45

of the Strategic Report

Stakeholder engagement in

key decisions

Details can be found on pages

42 to 45

Corporate Governance

Statement

Details can be found starting on

page 68

Directors

The Directors of the Company who held office during the year are:

• Laurence Hollingworth (Chair, appointed 2 January 2024)

• Grahame Cook (Senior Independent Director)

• Sarah Gentleman (Independent Non-Executive Director)

• Lara Naqushbandi (Independent Non-Executive Director,

appointed 11 September 2023)

• Richard Pelly (Independent Non-Executive Director, retired on 26

July 2023)

• Gervaise Slowey (Independent Non-Executive Director)

• Martin Davis (Chief Executive Officer)

• Stuart Chapman (Executive Director)

• Ben Wilkinson (Chief Financial Officer)

The roles and biographies of the Directors in office as at the date

of this report are set out on pages 70 and 71. The appointment and

replacement of Directors is governed by the Company’s Articles of

Association, the UK Corporate Governance Code and the Companies

Act 2006.

Regulation

The Company has four 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; (3)

Elderstreet Investments Limited (FRN: 148527) a small authorised AIFM

and, via Elderstreet Holdings Limited, manager to Molten Ventures

VCT plc; and (4) Forward Partners Management Company Limited

(FRN: 737783), a small authorised UK AIFM. Esprit Capital Partners

LLP does not employ any staff. Molten Ventures plc employees

provide services to the regulated entities named above via services

agreements.

Investment objective and

investment policy

The investment objective of the Molten Group is to generate capital

growth for Molten Shareholders by the creation, funding, incubation

and development of high-growth technology businesses.

The Molten Group intends to meet its investment objective by:

(i) providing early stage businesses with initial smaller rounds of seed

and Series A primary investments, co-investments and commitments

to third party seed funds; (ii) making larger Series B+ and later Series

C+ primary investments and co-investments for scaling technology

companies; and (iii) undertaking secondary transactions (including

through the acquisition of investment funds (private and/or public)).

The Molten Group will seek exposure to early stage companies which

combine technology and service provision, are able to generate

strong margins through significant intellectual property or strong

barriers to entry, are scalable and require relatively modest investment.

The Molten Group will primarily seek exposure to developing

companies in, but not limited to, the following sectors of the digital

economy: consumer technology, enterprise technology, hardware &

deeptech, and digital health & wellness.

The Molten Group’s main focus is on making investments in the UK

and Europe.

No investment will be made if its costs exceed 15per cent. of the Gross

Portfolio Value at the time of investment. A further investment may be

made in an existing portfolio business provided the aggregate cost of

that investment and of all other unrealised investments in that portfolio

business does not exceed 15per cent of the Gross Portfolio Value.

Dividends

The Group’s loss for the year was £41 million (year ended 31 March

2023: loss of £243 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 2024.

MOLTENVENTURES.COM 99 98 ANNUAL REPORT FY24

GOVERNANCE REPORT

Directors’ remuneration report continued Directors’ report

Articles of Association

The rules governing the appointment and replacement of Directors

can be found in the Company’s Articles of Association (the “Articles”),

which may be amended by a special resolution of the Company’s

Shareholders. A copy of the Articles can be found on the Company’s

website: investors.moltenventures.com/investor-relations/plc/

documents.

Directors’ indemnity provisions

As permitted by the Articles, the Directors have the benefit of an

indemnity, which is a qualifying third-party indemnity provision as

defined by Section 234 of the Companies Act 2006. The indemnity was

in force throughout the financial period and at the date of approval of

the financial statements.

The Company has purchased and maintained throughout the financial

period Directors’ and Officers’ liability insurance in respect of itself and

its Directors.

Compensation for loss of office

The Company does not have any agreements with any Executive

Director or employee that would provide compensation for loss of

office or employment resulting from a takeover except that provisions

of the Company share schemes may cause options and awards

outstanding under such schemes to vest on a takeover.

Political donations

The Company made no political donations during the year ended

31 March 2024.

Branches

The Company has a branch in the Republic of Ireland.

Share capital

At 31 March 2024, the Company’s issued share capital consisted of

189,046,450 (2023: 152,999,853) ordinary shares of £0.01 each. Details

of the movements in issued share capital in the year are set out in Note

26 to the financial statements.

Ordinary Shareholders are entitled to receive notice of, and to attend

and speak at, any general meeting of the Company. On a show of

hands, every Shareholder present in person or by proxy (or being a

corporation represented by a duly authorised representative) shall have

one vote, and on a poll every Shareholder who is present in person or

by proxy shall have one vote for every share of which he or she is the

holder. The Notice of Annual General Meeting specifies deadlines for

exercising voting rights and appointing a proxy or proxies.

The holders of ordinary shares are entitled to one vote per share at

meetings of the Company. There are no restrictions on the transfer of

shares. No Shareholder holds securities carrying any special rights or

control over the Company’s share capital.

The Directors are not aware of any agreements between holders of

the Company’s shares that may result in the restriction of the transfer

of securities or of voting rights. Shares held by the Company’s

Employee Benefit Trust rank pari passu with the shares in issue and

have no special rights, but voting rights and rights of acceptance of

any offer relating to the shares rest with the plan’s Trustees and are not

exercisable by employees.

Authority for the Company to issue and

make market purchases of ordinary shares

At the Company’s AGM held on 26 July 2023, the Company was

generally and unconditionally authorised by its Shareholders to make

market purchases 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 £152,999.85. Any shares

bought back may be held as treasury shares or cancelled immediately

upon completion of the purchase. The Company was also granted

authority to allot equity securities up to a nominal value of £509,999.51

and to issue those shares for cash without offering those shares to

Shareholders in accordance with their statutory pre-emption rights.

These powers will expire at the AGM to be held on 24 July 2024 and

renewal of the authorities will be sought at that AGM.

Pre-Emption Group Reporting

The Company received separate authorisation from shareholders at the

general meeting held on 14 December 2023 to issue up to 22,941,270

new ordinary shares of £0.01 each for cash at a price of 270 pence per

Ordinary share., pursuant to a placing, subscription, retail offer and

offer for subscription. 21,261,548 new ordinary shares were issued and

admitted to trading on 15 December 2023.

In accordance with LR 9.8.4R(7) and the most recently published

Pre-Emption Group Statement of Principles (2022), the details of the

allotment have been restated in full below.

Transaction details

In aggregate, the Issue of 21,261,548 New Ordinary Shares (comprising

16,666,667 Placing Shares, 3,703,703 Subscription Shares, 888,888

Retail Offer Shares and 2,290 Offer for Subscription Shares) represents

approximately 13.9 per cent of the Company’s issued ordinary share

capital prior to Admission (to the premium listing segment of the

Official List and to trading on the Main Market of the London Stock

Exchange and to a secondary listing on the Euronext Dublin Daily

Official List and to trading on the Euronext Dublin Market).

Use of proceeds

The proceeds of the Issue will further capitalise the Company’s

platform and allow the Company to:

• Continue to support Molten Ventures’ existing high-growth

technology portfolio of investments, investing in selective follow

on investment opportunities as Molten Ventures’ portfolio

companies continue to grow.

• Make primary investments in new portfolio companies to capture

exceptional opportunities as the valuation environment stabilises.

• Access exceptional secondary investments at attractive valuations.

As dealmaking globally has slowed, liquidity has become

increasingly important and harder to realise, leading to Molten

Ventures seeing more opportunities to acquire strong assets at

significant discounts.

• Where appropriate and value enhancing, continue to appraise

complementary acquisition opportunities. Investment opportunities

to roll-up well priced assets at a discount are available and may be

further explored by the Molten Ventures team.

• Fund the Company’s operational capital costs.

Quantum of proceeds

In aggregate, the Issue raised gross proceeds of approximately

£57.4 million.

Discount

The Issue Price of 270.0 pence represents a discount of approximately

3.4 per cent. to the closing share price of 279.6 pence on 24 November

2023 (being the last business day prior to the announcement of the

Issue), and a discount of c.63.3 per cent. to the last reported NAV per

Ordinary Share (unaudited) as at 30 September 2023 of 735 pence.

Allocations

Soft pre-emption has been adhered to in the allocations process for

the Placing, Retail Offer and Subscription (together, the “Fundraise”).

Management was involved in the allocations process, which has been

carried out in compliance with the MiFID II Allocation requirements.

Allocations made outside of soft pre-emption were preferentially

directed towards existing shareholders in excess of their pro rata

interests and wall-crossed accounts.

Consultation

The Joint Bookrunners undertook a pre-launch wall-crossing process in

accordance with the market-sounding regime under the Market Abuse

Regulation, including consultation with major shareholders, to the

extent reasonably practicable and permitted by law.

Retail Investors

The Company values its retail investor base and provided its existing

shareholders, in addition to new retail investors, who could not participate

in the Placing and Subscription, with the opportunity to participate on

the same commercial terms as the Placing and Subscription, via the

PrimaryBid platform, for up to 1,465,637 Retail Offer Shares. Allocations in

the Retail Offer were preferentially directed towards existing shareholders

in keeping with the principle of soft pre-emption.

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.

Substantial shareholdings

Information provided to the Company by substantial shareholders pursuant to the FCA’s Disclosure Guidance and Transparency Rules (DTR)

is published via a Regulatory Information Service and are available on the Company’s website. The table below shows the interests in shares

(whether directly or indirectly held) disclosed to the Company in accordance with DTR 5, actual shareholdings may therefore be different and

disclosures made prior to the issuance of equity by the Company are identified below.

At 31 March 2024 At 7 June 2024

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

BlackRock, Inc. 25,052,670 12.52% 21,533,451 11.39%

Baillie Gifford

17,504,490 11.44% - -

National Treasury Management Agency,

as controller and manager of the Ireland Strategic Investment Fund (“ISIF”) 14,004,502 7.41% - -

Schroders plc

8,927,199 5.83% - -

Liontrust Investment Partners LLP

9,017,298 5.18% - -

Border to Coast Pensions Partnership Ltd

8,707,378 4.99% - -

T. Rowe Price International Ltd

7,648,567 4.99% - -

Canaccord Genuity Group Inc

7,615,956 4.98% - -

Ticketridge Limited

5,578,000 3.65% - -

FIL Limited - - 5,814,423 3.08%

AVI Global Trust plc

4,915,094 2.82% - -

Prior to issuance of equity on 15 December 2023 and 15 March 2024. Based on total voting rights of 152,999,853.

Prior to issuance of equity on 15 March 2024. Based on total voting rights of 174,261,401.

Going concern

The Directors confirm that they have a reasonable expectation that

the Group will have adequate resources to continue in operational

existence for at least the next 12 months from the date of the approval

of the financial statements and accordingly they continue to adopt the

going concern basis in preparing the financial statements. A statement

in compliance with provision 31 of the Code can be found on page 66.

External Auditors

As far as the Directors are aware, there is no relevant audit information

of which the Group’s Auditors are unaware, and each Director has taken

all reasonable steps that he or she ought to have taken as a Director in

order to make himself or herself aware of any relevant audit information

to establish that the Group’s Auditors are aware of that information.

PwC has indicated its willingness to continue in office as Auditors and

a resolution to re-appoint them will be proposed at the forthcoming

Annual General Meeting.

Post balance sheet events

Details of post balance sheet events can be found in the Financial eview

on page 26 and in Note 37 of the financial statements on page 152.

Annual General Meeting

The next AGM of the Company will be held on 24 July 2024 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.

By order of the Directors

Gareth Faith

Company Secretary

11 June 2024

MOLTENVENTURES.COM 101 100 ANNUAL REPORT FY24

GOVERNANCE REPORT

Directors’ report continued

The directors are responsible for preparing the

Annual Report and the financial statements in

accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements

for each financial year. Under that law the directors have prepared

the group financial statements in accordance with UK-adopted

international accounting standards and the company financial

statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards,

comprising FRS 101 “Reduced Disclosure Framework”, and

applicable law).

The group has also prepared 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 and company for that period. In preparing the

financial statements, the directors are required to:

• select suitable accounting policies and then apply them

consistently;

• state whether applicable UK-adopted international accounting

standards and international financial reporting standards adopted

pursuant to Regulation (EC) No 1606/2002 as it applies in the

European Union have been followed for the group financial

statements and United Kingdom Accounting Standards, comprising

FRS 101 have been followed for the company financial statements,

subject to any material departures disclosed and explained in the

financial statements;

• make judgements and accounting estimates that are reasonable

and prudent; and

• prepare the financial statements on the going concern basis unless

it is inappropriate to presume that the group and company will

continue in business.

The directors are responsible for safeguarding the assets of the

group and company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting

records that are sufficient to show and explain the group’s and

company’s transactions and disclose with reasonable accuracy at any

time the financial position of the group and company and enable them

to ensure that the financial statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

The directors are responsible for the maintenance and integrity of the

company’s website. Legislation in the United Kingdom governing the

preparation and dissemination of financial statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

The directors consider that the Annual Report and accounts, taken

as a whole, is fair, balanced and understandable and provides the

information necessary for shareholders to assess the group’s and

company’s position and performance, business model and strategy.

Each of the directors, whose names and functions are listed in Board of

Directors section on pages 70 and 71 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,

give a true and fair view of the assets, liabilities, financial position

and loss of the group;

• the company financial statements, which have been prepared

in accordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets,

liabilities, financial position and loss 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.

By order of the Board

Ben Wilkinson

Chief Financial Officer

11 June 2024

Financials

Contents

Financials

104 Independent auditors’ report

111 Consolidated statement of comprehensive income

112 Consolidated statement of financial position

113 Consolidated statement of cash flows

114 Consolidated statement of changes in equity

115 Notes to the consolidated financial statements

153 Company statement of financial position

154 Company statement of changes in equity

155 Notes to the company financial statements

161 Board, management and administration

162 Glossary

102 ANNUAL REPORT FY24 MOLTENVENTURES.COM 103

FINANCIALS

Statement of directors’ responsibilities

in respect of the financial statements

Report on the audit of the financial statements

Opinion

In our opinion:

• Molten Ventures plc’s group financial statements and parent company financial statements (the “financial statements”) give a true and fair view

of the state of the group’s and of the parent company’s affairs as at 31 March 2024 and of the group’s loss and the group’s cash flows for the

year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in

accordance with the provisions of the Companies Act 2006;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Company statements of

financial position as at 31 March 2024; 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, comprising

material accounting policy information and other explanatory information.

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, we have provided no non-audit services to the parent company or its controlled undertakings in the

period under audit.

Our audit approach

Overview

Audit scope

• As part of the audit design process, 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 financial assets held at fair value through profit or loss (group and parent)

Materiality

• Overall group materiality: £25,013,000 (2023: £23,883,000) based on 2% of net assets.

• Overall parent company materiality: £24,712,000 (2023: £23,674,000) based on 2% of net assets.

• Performance materiality: £18,760,000 (2023: £17,912,000) (group) and £18,534,000 (2023: £17,756,000) (parent 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.

The key audit matter below is consistent with last year.

Key audit matter How our audit addressed the key audit matter

Valuation of unquoted financial assets

held at fair value through profit or loss

(group and parent)

Refer to Audit, Risk and Valuations

Committee Report, Note 4 (Material

accounting policy information), Note

5 (Critical accounting estimates and

judgements), Note 17 (Financial assets

held at fair value through profit and loss),

Note 30 (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 31 (Financial instruments risk) 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 issued by the

International Private Equity and Venture

Capital Valuation Board dated December

2022 (‘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 30 to the financial

statements.

Whilst the underlying investments

are held within Molten funds or other

investment entities such as Molten

Ventures (Ireland) Limited, management

looks through these vehicles to fair value

the underlying investments.

We understood and evaluated the valuation methodologies applied, by reference to industry practice,

guidelines and applicable accounting standards, and tested the techniques used by management in

determining the fair value of the investments. We utilised our valuation experts in understanding and

evaluating the valuation methodology applied.

For a selection of investments valued on ‘calibrated price of recent investment’ and ‘revenue-multiple’

valuation methodologies, we performed the following, where applicable:

• Held discussions with management to understand the performance of the portfolio company, and

the key drivers of the valuation.

• Discussed with management and challenged the methodology, key judgements and assumptions

adopted in the valuations, understanding whether alternatives had been considered and evaluated

before determining the final valuation;

• Agreed recent transaction prices to supporting documentation such as purchase agreements,

funding drawdown requests or bank statements;

• Reviewed management’s calibration analysis to evaluate post transaction performance against

relevant milestones and comparable public companies;

• Obtained management information, board reports and external market data to validate

management’s calibration analysis and adjustments made, if any, to the recent transaction price and

challenged assumptions made, where appropriate;

• Reviewed the comparable companies, and evaluated the range of comparable companies used in

the valuation and understood the rationale and consistency of discounts or premiums applied;

• Verified revenue multiples to independent sources;

• Performed back testing over portfolio company management accounts, comparing prior reported

results to audited accounts and/or forecasts to actual results to assess portfolio company ability to

appropriately report and forecast results;

• Agreed inputs into the valuation model to financial information and board papers from the portfolio

companies and publicly available information and understood the basis for forecast revenue figures

used; and

• Confirmed the capital structure with the portfolio company and reviewed the allocation of value

between the capital structure to ensure the amount attributable to the Group entities was appropriate.

For a selection of investments where the Group invested capital into a separately managed fund (a

‘Fund’), and valuation is based on ‘NAV of underlying fund’ we:

• Performed backtesting by comparing the most recent audited financial statements to that period's

corresponding quarterly report to assess fund managers’ ability to accurately report the net asset

value of the Fund;

• Confirmed the commitments and capital drawn down with the Fund;

• Reviewed the latest investor reports of the Fund and agreed the net assets of the fund and

reperformed the valuation calculation for accuracy; and

• Assessed the appropriateness of any adjustments necessary from the latest reported net asset value

to fair value.

For investments held by Forward Partners, which are valued on ‘calibrated price of recent investment’

and ‘revenue-multiple’ valuation methodologies, our work was undertaken with the involvement of

a non-PwC component auditor. We instructed the component auditor to perform a full scope audit

which includes procedures performed over investment valuations in line with those as set out above.

We supervised the work performed by the component auditor in accordance with the requirements

of ISA (UK) 600, agreeing on the planned approach and audit procedures to be performed. We

have held discussions with the component auditors on their findings and conclusions, reviewed their

workpapers and received formal reporting.

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.

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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 parent company, the accounting processes and controls, and the industry in which

they operate.

We have performed a top-down scoping approach to assess Group scoping, taking into consideration the Molten standalone entity, its

consolidated subsidiaries, and the consolidation adjustments. This approach encompasses all investment entities through the Molten standalone

entity's Net Assets. As a result, Molten Ventures plc is the sole significant component within the Group. We have extended our scope to include

eight additional components, namely, the consolidation adjustments, Esprit Capital Partners LLP, Encore Ventures LLP, Elderstreet Investments

Limited, Forward Partners Group Limited, Forward Partners 1 L.P., Forward Partners II L.P. and Forward Partners III L.P. based on our risk

assessment. We were supported in our work on Forward Partners by a non-PwC component audit firm.

The impact of climate risk on our audit

In planning our audit, we made enquiries with management to understand the extent of the potential impact of climate change risk on the

Group’s and Company’s financial statements. Management concluded that there was no material impact on the financial statements. Our

evaluation of this conclusion included challenging key judgements and estimates in areas where we considered that there was greatest potential

for climate change impact such as the valuation of unquoted investments. We found management’s assessment to be consistent with our

understanding of the investment portfolio. We also considered the consistency of the climate change disclosures included in the Strategic Report

with the financial statements and our knowledge from our audit.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together

with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the

individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the

financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements - group Financial statements - parent company

Overall materiality £25,013,000 (2023: £23,883,000). £24,712,000 (2023: £23,674,000).

How we

determined it

2% of net assets 2% of net assets

Rationale for

benchmark applied

Net assets is the primary measure used by the

shareholders in assessing the performance of the

Group,and is a generally accepted auditing benchmark

for a business such as the Group, which invests in other

businesses for capital appreciation.

Net assets is the primary measure used by the

shareholders in assessing the performance of the

Company, and is a generally accepted auditing

benchmark for a business such as the Company, which

invests in other businesses for capital appreciation.

For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of

materiality allocated across components was between £131,000 and £23,765,000. Certain components were audited to a local statutory audit

materiality that was also less than our overall group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and

extent of our testing of account balances, classes of transactions and disclosures, for examp le in determining sample sizes. Our performance

materiality was 75% (2023: 75%) of overall materiality, amounting to £18,760,000 (2023: £17,912,000) for the group financial statements and

£18,534,000 (2023: £17,756,000) for the parent 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

£1,251,000 (group audit) (2023: £1,194,000) and £1,235,600 (parent company audit) (2023: £1,184,000) 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 parent 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 downside scenario, including assessing whether

we considered the downside sensitivities to be appropriately severe;

• Tested the cash flows and the integrity of the underlying formulae and calculations within the going concern base case and downside case

cash flow models;

• Considered the appropriateness of the mitigating actions available to management in the event of the downside scenario materialising.

Specifically, we focused on whether these actions are within the Directors’ control and are achievable;

• Evaluated access to credit facilities through review of the facility agreements; and

• Reviewed the disclosures provided relating to the going concern basis of preparation and found that these provided an explanation of the

Directors’ assessment that was consistent with the evidence we obtained.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or

collectively, may cast significant doubt on the group's and the parent 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 parent

company's ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw

attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the

going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon.

The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and,

accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to

be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the

work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have

nothing to report based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006

have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as

described below.

Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for

the year ended 31 March 2024 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 parent 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.

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to the members of Molten Ventures plc

continued

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 parent 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 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 parent 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 parent 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 parent company will be able to continue in operation

and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary

qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group and parent company was substantially less in scope than

an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement

is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the

financial statements and our knowledge and understanding of the group and parent 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 parent 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 parent 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether

due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (UK) 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 and taxation. 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 unquoted financial assets held at fair value through profit or loss. Audit procedures performed by the

engagement team included:

• Challenging assumptions and judgements made by management in their significant areas of estimation such as procedures relating to the

valuation of unquoted investments described in the related key audit matter;

• Reviewing correspondence with the Financial Conduct Authority in relation to compliance with laws and regulations;

• Enquiring with management as to any actual or suspected instances of fraud or non compliance with laws and regulations;

• Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;

• Identifying and testing journal entries with unusual characteristics such as unexpected account combinations; and

• Reviewing relevant meeting minutes, including those of the Board of Directors, for additional matters relevant to the audit

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with

laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a

material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment

by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.

However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target

particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion

about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements 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 parent 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 parent 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

parent company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and

performance of the Group and parent 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 opinion, has been prepared for and only for the parent 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.

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to the members of Molten Ventures plc

continued

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 parent 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 parent 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 six years, covering the years ended 31 March 2019 to 31 March 2024.

Jeremy Jensen (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

11 June 2024

Notes

Year ended

31 M

arch 2024

£m

Year ended

31 March 2023

£m

Movements on investments held at fair value through profit or loss 6 (67.6) (240.1)

Gain on bar

gain purchase 14 38.6 –

otal movement in fair value through the profit and loss (29.0) (240.1)

Fee income

7 19.8 22.7

otal investment loss (9.2) (217.4)

perating expenses

Gener

al administrative expenses 8 (21.2) (18.8)

Depr

eciation and amortisation 16, 19 (0.4) (0.7)

hare-based payments – resulting from Company share option scheme 15 (4.8) (4.4)

xceptional items 36 (3.6) –

otal operating expenses (30.0) (23.9)

oss from operations (39.2) (241.3)

Financ

e income 11 0.6 1.7

Financ

e expense 11 (11.2) (7.1)

oss before tax (49.8) (246.7)

ax benefit 12 9.2 3.3

oss for the year (40.6) (243.4)

Other

comprehensive income – –

otal comprehensive loss for the year (40.6) (243.4)

oss per share attributable to owners of the parent:

Basic loss per

weighted average share 13 (21p) (159p)

iluted loss per weighted average share 13 (21p) (158p)

The c

onsolidated financial statements should be read in conjunction with the accompanying notes.

MOLTENVENTURES.COM 111 110 ANNUAL REPORT FY24

FINANCIALS

Independent Auditors’ report

to the members of Molten Ventures plc

continued

Consolidated statement of

comprehensive income

For the year ended 31 March 2024

Notes

Year ended

31 March 2024

£m

Year ended

31 March 2023

£m

Non-current assets

Int

angible assets 16 10.4 10.5

Financial assets held a

t fair value through profit or loss 17 1,292.1 1,277.0

operty, plant and equipment 19 0.1 0.4

tal non-current assets 1,302.6 1,287.9

Curr

ent assets

ade and other receivables 22 1.6 5.0

Cash and cash equiv

alents 21 57.0 22.9

tal current assets 58.6 27.9

Curr

ent liabilities

ade and other payables 23 (9.1) (9.6)

Financial liabilities 24 – (0.3)

tal current liabilities (9.1) (9.9)

Non-curr

ent liabilities

Def

erred tax 25 (11.7) (22.5)

ovisions (0.3) (0.3)

Financial liabilities 24 (89.4) (89.0)

tal non-current liabilities (101.4) (111.8)

t assets 1,250.7 1,194.1

quity

Shar

e capital 26 1.9 1.5

Shar

e premium account 26 671.2 615.9

Own shares r

eserve 27(i) (8.8) (8.9)

Other r

eserves 27(ii) 74.7 33.3

tained earnings 511.7 552.3

tal equity 1,250.7 1,194.1

t assets per share (pence) 13 662 780

The consolida

ted financial statements should be read in conjunction with the accompanying notes. The consolidated financial statements were

authorised for issue by the Board of Directors on 11 June 2024 and were signed on its behalf by:

Ben Wilkinson

Chief Financial Officer

Molten Ventures plc registered number 09799594

Notes

Year ended

31 March 2024

£m

Year ended

31 March 2023

£m

Cash flows from operating activities

Loss after tax (40.6) (243.4)

Adjustments to reconcile loss to net cash outflow in operating activities 28 36.7 241.7

Purchase of investments 17 (39.5) (138.2)

Proceeds from disposals in underlying investment vehicles 17 38.9 48.1

Net loans made to underlying investment vehicles and Group companies 17 (17.8) (16.2)

Share options exercised and paid to employees (0.3) –

Interest received 11 0.6 –

Net cash outflow from operating activities (22.0) (108.0)

Cash flows from investing activities

Cash acquired on purchase of subsidiary 14 12.0 –

Net cash inflow from investing activities 12.0 –

Cash flows from financing activities

Loan repayments 24 (38.0) (65.0)

Loan proceeds 24 38.0 125.0

Fees paid on issuance of loan 24(i) – (1.0)

Interest paid 11 (11.0) (6.9)

Disposal/(acquisition) of own shares 27(i) 0.1 (0.6)

Repayments of leasing liabilities 24 (0.3) (0.4)

Gross proceeds from issue of share capital 26 57.3 –

Equity issuance costs 26 (1.8) –

Net cash inflow from financing activities 44.3 51.1

Net increase/(decrease) in cash and cash equivalents 34.3 (56.9)

Cash and cash equivalents at beginning of year 22.9 78.1

Exchange differences on cash and cash equivalents 11 (0.2) 1.7

Cash and cash equivalents at end of year 57.0 22.9

Total cash and cash equivalents and restricted cash at year end 21 57.0 22.9

The consolidated financial statements should be read in conjunction with the accompanying notes.

MOLTENVENTURES.COM 113 112 ANNUAL REPORT FY24

FINANCIALS

Consolidated statement of financial position

As at 31 March 2024

Consolidated statement of cash flows

For the year ended 31 March 2024

Year ended 31 March 2024

£m Note Share capital Share premium

Own shares

reserve

Other

reserves

Retained

earnings Total equity

Brought forward as at 1 April 2023 1.5 615.9 (8.9) 33.3 552.3 1,194.1

Comprehensive expense

for the year

Loss for the year – – – – (40.6) (40.6)

Total comprehensive expense

for the year – – – – (40.6) (40.6)

Contributions by and distributions

to the owners:

Contributions of equity,

net of transaction costs and tax 26, 27 0.4 55.3 – 36.9 – 92.6

Options granted and awards

exercised 15, 27 – – – 4.5 – 4.5

Disposal of treasury shares 27 – – 0.1 – – 0.1

Total contributions by and

distributions to the owners 0.4 55.3 0.1 41.4 – 97.2

Balance as at 31 March 2024 1.9 671.2 (8.8) 74.7 511.7 1,250.7

Year ended 31 March 2023

£m Note Share capital Share premium

Own shares

reserv

e Other reserves

Retained

earnings Total equity

Brought forward as at 1 April 2022 1.5 615.9 (8.2) 28.9 795.7 1,433.8

Compr

ehensive expense

for the year

Loss

for the year – – – – (243.4) (243.4)

tal comprehensive expense

for the year – – – – (243.4) (243.4)

Con

tributions by and distributions

to the owners:

Con

tributions of equity, net of

transaction costs and tax 26

tions granted and awards

exercised 15, 27

Acquisition of treasury shares 27

tal contributions by and

distributions to the owners

Balance as at 31 March 2023

The consolida

ted financial statements should be read in conjunction with the accompanying notes.

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

Period covered by financial statements

1 April 2023 – 31 March 2024

Molten Ventures plc (the “Company”) is a public limited company incorporated and domiciled in England and Wales.

The Company is the ultimate parent company in which the results of all subsidiaries are consolidated in line with IFRS 10 (see Note 4(b) for further

details). The consolidated financial statements for the year ended 31 March 2024 and for the comparative year ended 31 March 2023 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 presented in millions, 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 signing of these financial statements.

The assessment of going concern considered both the Group’s current performance and future outlook, including:

• An assessment of the Group’s liquidity and solvency position using a number of severe but plausible downside case to assess the potential

impact on the Group’s operations and portfolio companies. This downside scenario include (i) unpredictability of exit timing, being only

contractually committed realisations throughout the Going Concern period; (ii) portfolio company valuations subject to change, being a 25%

decrease in GPV to assess the impact on covenant compliance; and (iii) the impact of an additional 2% increase in interest rates to take SONIA

to 7.2%. The Group manages and monitors liquidity regularly and continually assesses investments, commitments, realisations, operating

expenses, and receipt of portfolio cash income including under stress scenarios ensuring liquidity is adequate and sufficient. As at the date

of signing, the Directors believe the Group has sufficient cash resources and liquidity, and is well placed to manage the business risks in the

current economic environment with the ability to utilise the Debt Facility as required.

• The Group must comply with financial and non-financial covenants as part of its Debt Facility agreement (see Note 24(i) for further details). In

order to assess forecast covenant compliance, management have performed an assessment to identify the level at which covenants would

be breached. This is based on the current portfolio and assuming no intervention to manage a breach. For a breach to occur under these

circumstances, a 31% decrease in gross asset value would need to occur which would trigger debt repayment. The Directors do not consider

this to be plausible based on the performance in the year and the current outlook. Management action would be taken in advance of such a

significant decrease to the gross asset value such as the sale of investments in the secondaries market to repay the Debt Facility.

After making enquiries and following challenge and review, the Directors have a reasonable expectation that the Group has adequate resources

to continue in operational existence for 12 months from the date of approval of these financial statements. For this reason, they continue to adopt

the going concern basis in preparing the financial statements.

For further information, please refer to the Audit, Risk and Valuations Committee Report on pages 83 to 85 and the Directors’ Report on pages 99

to 101.

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 2024, 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.

MOLTENVENTURES.COM 115 114 ANNUAL REPORT FY24

FINANCIALS

Consolidated statement of changes in equity

For the year ended 31 March 2024

Notes to the consolidated financial statements

– – – – – –

– – (0.1)

4.4 – 4.3

(0.6)

– – (0.6)

– –

– – (0.7)

4.4 – 3.7

1.5 615.9 (8.9)

33.3 552.3 1,194.1

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. Material accounting policy information

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 ("EU").

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

Financial 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 11 June 2024.

The financial reporting framework that has been applied in the preparation of the Company’s financial statements (beginning on page 153) 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 83 to 85), in the Directors’ Report (pages 99 to 101) 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 fifth 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 53 of the Annual Report).

• We continue to engage ESG Consulting Partners to support us with respect to our ESG roadmap. During the year, we worked Altruistiq and

Accenture to support us with our Climate Strategy, GHG Verification and TCFD Report.

• As stated in Note 30, 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 FY24 (FY23: 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 % ownershipAIFM to the Company, Molten Ventures FoF I LP, Esprit Esprit Capital Partners LLP^ England and Wales 100%Funds and Irish Co-Invest Elderstreet Holdings Limited^ Intermediate holding company England and Wales 100% Elderstreet Investments Limited^ AIFM to Molten Ventures VCT plc and Molten SP I LLP England and Wales 100% Grow Trustees Limited^ Trustee of the Group’s employment benefit trust England and Wales 100% Molten Ventures Advisors Limited^ Investment Adviser England and Wales 100% Molten Ventures (Nominee) Limited^ Dormant England and Wales 100% Encore Ventures LLP^ AIFM to the Encore Funds England and Wales 100% Esprit Capital I (GP) Limited^ 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%‡ Molten Ventures Growth Fund I GP S.a.r.l General Partner (dormant) Luxembourg 100% Molten Ventures Growth SP GP LLP^ General Partner (dormant) England and Wales 100% Molten Ventures FoF I GP LLP^ General Partner England and Wales 100%Molten Ventures Investments GP LLP^ General Partner England and Wales 100%Molten Ventures Investment (Ireland) GP General Partner England and Wales 100%LLP^ Forward Partners Group Limited^ Limited Partner to the Forward Funds England and Wales 100%Forward Partners Management Company Investment Manager to the Forward Funds England and Wales 100%Limited^ Forward Partners Venture Advance Ltd^ Revenue-based financing England and Wales 100% Forward Partners General Partner Limited^ General Partner England and Wales 100%Forward Partners Carried Interest General General Partner Scotland 100%Partner Limited* FPGP Nominees Limited^ Dormant England and Wales 100%

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

‡ 412F, Route d’Esch, Grand Duchy of Luxembourg, 1471, Luxembourg

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.

MOLTENVENTURES.COM 117 116 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

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 16. Exit strategies for the portfolio vary depending on each investment, with realisations occurring typically

five to ten years after the investment is made. Exit strategies for each of the portfolio companies are documented and discussed as part of regular

portfolio reviews. The Group reviews exit opportunities regularly and each member of the Deal Team is responsible for an exit thesis for the

investee companies they are responsible for prior to any investment being made. An exit thesis is set out in the original investment papers and

it is reiterated or amended thereafter, as appropriate, in the Group’s regular quarterly reports. Exit strategies for successful investments include

the sale of the investment via private placement or in a public market, IPO, trade sale of a company, and distributions to investors from funds

invested into. All exits are approved by a sub-committee of the Investment Committee, following a similar approval process to any approval of

a new investment, requiring a majority vote. Although Molten Ventures plc holds these investments indirectly, it has been deemed appropriate

to directly consider the investment strategies for the portfolio as the intermediary investment vehicles discussed below were formed to hold

investments on behalf of Molten Ventures plc. Molten Ventures plc evaluates its investments on a fair value basis and reports this financial

information to its Shareholders.

The Directors have also satisfied themselves that Molten Ventures plc’s wholly owned subsidiaries, as well as certain partnerships listed below,

meet the characteristics of an investment entity. Although they have one or two investors, in substance these partnerships and companies are

investing funds on behalf of the Shareholders of Molten Ventures plc. They have obtained funds for the purpose of acquiring equity interests

in high-growth technology businesses with the purpose of capital appreciation over the life of the investments for the benefit of Shareholders

of Molten Ventures plc and this has been communicated directly to the Shareholders. Exit strategies for investments (directly or indirectly)

are previously discussed. The Group evaluates its portfolio on a fair value basis and this financial information is communicated directly to the

Molten Ventures plc Shareholders. In line with the IFRS 10 consolidation exemption, entities meeting the definition of investment entity do not

consolidate certain subsidiaries and instead measure those investments that are controlling interests in another entity (i.e., their subsidiaries) as

investments held at fair value through profit or loss on the consolidated balance sheet. Loans to investment vehicles are treated as net investments

at fair value through profit or loss.

4. Material accounting policy information continued

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 % ownership1 Molten Ventures (Ireland) Limited Investment entity Republic of Ireland 100%Limited partnership pursuant to which the Group makes 2Esprit Capital III, L.P. England and Wales 100%certain investmentsLimited partnership pursuant to which the Group makes 2Esprit Capital III (B), L.P. England and Wales 100%certain investmentsLimited partnership pursuant to which the Group makes 2Esprit Capital IV LP England and Wales 100%certain investmentsLimited partnership pursuant to which the Group makes 3DFJ Europe X LP Cayman Islands 100%certain investmentsLimited partnership pursuant to which the Group makes 2Esprit Investments (1) L.P. England and Wales 100%certain investmentsLimited partnership pursuant to which the Group makes 2Esprit Investments (2) LP England and Wales 100%certain investmentsLimited partnership pursuant to which the Group and 2 England and Wales 89%Esprit Investments (1) (B) LPMolten Ventures FoF I LP hold Fund of Fund investmentsLimited liability partnership which holds investments 2Seedcamp Holdings LLP England and Wales 100%acquired from SeedcampLimited liability partnership which holds investments 4Seedcamp Investments LLP England and Wales 100%acquired from SeedcampLimited liability partnership which holds investments 4Seedcamp Investments II LLP England and Wales 100%acquired from SeedcampLimited partnership pursuant to which the Group and 2 England and Wales 89%Esprit Investments (2) (B) LPMolten Ventures FoF I LP hold Fund of Fund investmentsLimited partnership pursuant to which the Group holds 5SC_4_OF1 LP England and Wales 100%certain investmentsLimited partnership pursuant to which the Group makes 2Molten Ventures Investments LP England and Wales 100%certain investmentsLimited partnership pursuant to which the Group makes 6Molten Ventures Growth Fund I SCSp Luxembourg 100%certain investments (dormant)Intermediate Company and Qualifying Asset Holding 2Molten Ventures Holdings Ltd England and Wales 100%Company (“QAHC”)Limited partnership pursuant to which the Group makes 2Esprit Investments (2) (B) (I) LP England and Wales 100%certain investments (dormant)Limited partnership pursuant to which the Group makes 2Esprit Investments 2(B) (II) LP England and Wales 100%certain investmentsLimited partnership under the Group’s management which 2Molten Ventures FoF I LP England and Wales 50%makes Fund of Fund investmentsMolten Venture Investments (Ireland) Limited Partnership under the Group's management which England and Wales 50%I LPmakes Irish domiciled investmentsLimited partnership pursuant to which the Group makes 2Forward Partners 1 L.P.England and Wales 100%certain investmentsLimited partnership pursuant to which the Group makes 2Forward Partners II L.P.England and Wales 100%certain investmentsLimited partnership pursuant to which the Group makes 2Forward Partners III L.P.England and Wales 100%certain investments

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.

412F, Route d’Esch, Grand Duchy of Luxembourg, 1471, Luxembourg.

circa 22% is held by Molten Ventures FoF I LP of which Molten and a third party are both 50% LPs

MOLTENVENTURES.COM 119 118 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

Limited partnerships (carried interest and co-invest)

Carried interest vehicles and co-investment limited partnerships (“CIPs”) – the Group’s general partners are members of these limited

partnerships. These vehicles are set up with two purposes: 1) to facilitate payments of carried interest from the fund to carried interest participants;

and 2) in certain circumstances to facilitate co-investment into the funds. Carried interest and co-investment partnerships are investment entities

and are measured at FVTPL with reference to the performance conditions described in Note 4(u) and held at FVTPL, which equates to the net asset

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 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 Investments (Carried Interest) LP* Carry vehicle Scotland Molten Ventures FoF I (Special Partner) LP* Carry vehicle ScotlandThird Party Capital Investment vehicle structured as a limited †Molten SP I LLPEngland and Walesliability partnership Forward Partners Carried Interest L.P.* Carry vehicle Scotland

^ 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 9WJ.

† 20 Garrick Street, London WC2E 9BT.

Each carry vehicle indirectly holds interests in a vintage of investments within our portfolio with the purpose of producing profits for distribution

among the carried interest partners. The Group evaluates its interest in carried interest at fair value as part of the valuations cycle. Indirectly, the

carry partnerships have exit strategies for each investment within which they have an interest as the manager of both the carry partner and the

investment vehicles regularly considers exit strategies as discussed above.

Limited partnerships (managed by Group entities)

A number of limited partnerships are managed by entities within the Group but are not considered to be controlled and, therefore, they are not

consolidated in these financial statements.

Legacy funds

The Group continues to manage three legacy funds, Esprit Fund 1, Esprit Fund 2 and Esprit Fund 3(i), and their general partners are consolidated

within the Group. These funds are in run-off. Historically, the Group has not had any direct beneficial interests in the assets owned by these funds

and the Group was not exposed to variable returns from these funds.

Other than Esprit Capital II LP, which is held at fair value through profit and loss, as an investment, management considers the legacy funds are

held under 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.

4. Material accounting policy information continued

EIS/VCT funds

Enterprise Investment Scheme funds and Molten Ventures VCT plc are managed by the Group. The Group has no direct beneficial interest in

the assets being managed and its sole exposure to variable returns are to performance fees payable on exits above a specified hurdle and

management fees based on subscriptions (and Promoter’s fees in certain cases), which is a small proportion of the total capital within each fund.

The Board believes that this results in an agency relationship with the funds where the Group acts as an agent, which is primarily engaged to act

on behalf, and for the benefit, of the fund investors rather than for its own benefit. Although the managers (Encore Ventures LLP – EIS funds,

Elderstreet Investments Limited – VCT fund and Molten SP I LLP) have the power to influence the returns generated by the fund, the Group only

has an insignificant interest in their returns. As a result, the Group is not deemed to control these managed funds and they are not consolidated.

The EIS/VCT funds have the following details:

EIS funds: DFJ Esprit Angels’ EIS Co-Investment Fund, DFJ Esprit Angels’ EIS Co-Investment II, DFJ Esprit EIS III, DFJ Esprit EIS IV,

Draper Esprit EIS 5, Molten Ventures EIS and Molten Ventures Approved KI EIS 23/24.

VCT funds: Molten Ventures VCT plc – The Office Suite, Den House, Den Promenade, Teignmouth, United Kingdom, TQ14 8SY.

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, Molten Ventures Growth Fund I

GP S.a.r.l, Molten Ventures Growth SP GP LLP, Molten Ventures FoF I GP LLP and Molten Ventures Investments GP LLP.

Esprit Foundation

Molten Ventures plc is the sole member of the Foundation. However, this is not controlled by Molten Ventures plc or the Group, as the Esprit

Foundation has a separate board of trustees with a separate governance and decision-making process. A donation was received during the year

ended 31 March 2023. A total of £0.1m in grants were made for the year ended 31 March 2024 (31 March 2023: £Nil). Charitable Incorporated

Organisation status was entered onto the Register of Charities with the Registered Charity Number 1198436 on 30 March 2022. Stuart Chapman is

one of, and a donor to, the three Trustees of the Esprit Foundation and is also an Executive Director on the Board of 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 resources.

The Board of Directors have identified Molten’s Chief Operating Decision Maker to be the Chief Executive Officer (“CEO”). The Group’s investment

portfolio engages in business activities from which it earns revenues and incurs expenses, has operating results, which are regularly reviewed by

the CEO to make decisions about resources and assess performance, and the portfolio has discrete financial information available. The Group’s

investment portfolio has similar economic characteristics, and investments are similar in nature. Dealflow for the investment portfolio is now

consistent across all funds (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 £3.0 million). Although the managers of our EIS funds, VCT funds and plc funds have a separate management committee, the

majority of those sitting on the committees are consistent across all. Taking into account the above points, and in line with IFRS 8, the investment

portfolio (across all funds) has been aggregated into one single operating segment.

Legacy funds – the legacy funds (Esprit Capital I Fund No 1 LP, Esprit Capital Fund No 2 LP, Esprit Capital Fund III (i) LP, Esprit Capital Fund III (i) A LP

and Esprit Capital II 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

that 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.

The majority of the Group’s revenues are not from interest, and Management does not primarily rely on net interest revenue to assess the

performance of the Group and make decisions about resource allocation. Therefore, the Group reports interest revenue separately from interest

expense.

The Group’s management considers the Group’s investment portfolio represents a coherent and diversified portfolio with similar economic

characteristics and as a result these individual investments have been aggregated into a single operating segment. In the view of the Directors,

there is accordingly one reportable segment under the provisions of IFRS 8.

MOLTENVENTURES.COM 121 120 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

d) Revenue recognition

Revenue is comprised of management fees from EIS/VCT funds and Molten SP I LLP, as well as performance fees and promoter fees. Priority Profit

Share is incorporated within management fees, presented as management fees charged on the underlying investment vehicles.

Revenue is also generated from Directors’ fees from a small number of portfolio companies where members of the Investment Team act as

Directors for portfolio companies.

Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring

services to a customer.

For each contract with a customer, the Group: identifies the contract with a customer, identifies the performance obligations in the contract;

determines the transaction price which takes into account the time value of money; allocates the transaction price to the separate performance

obligations on the basis of the relative standalone selling price of each distinct service to be delivered; and recognises revenue when or as each

performance obligation is satisfied in a manner that depicts the transfer to the customer of the services promised.

All revenue from services is generated within the UK and is stated exclusive of value added tax.

Revenue presented as fee income are services comprised of:

i. Management fees (Priority Profit Share)

Management fees are earned by General Partners of Limited Partnerships, through a Priority Profit Share arrangement. The basis of calculation

of fund management fees differs depending on the fund and its stage. Fund management fees are either earned at a fixed annual rate or are

set at a fixed percentage of funds under management, measured by commitments or invested cost, depending on the stage of the fund being

managed. Revenues are recognised as the related services are provided.

ii. Management fees earned by Encore Ventures LLP.

Fund Close April 2019 and prior.

Management fees are charged on the Net Subscription per annum for the first four years of the life of the portfolio. Management fees are

charged annually in advance. Cash received from the investor’s Net Subscription is received and will be recognised as revenue in the period

they become due, across the first four years in line with the investment and follow-on period for investing activities.

In this case, the transaction price is fixed for the life of the contract and, if management fees are recognised in the period for which they are

receivable.

Fund Close July 2019 onwards.

Management fees are charged on Net Subscription per annum for the first five years of the life of the portfolio, payable annually in advance.

Cash received from the investor’s Net Subscription is received and will be recognised as revenue in the period they become due, across the

first five years in line with the investment and follow-on period for investing activities.

Management fees are charged annually in advance. Cash received from the investor’s Net Subscription to cover the payment of management

fees relating to the first 2.75 years of the life of the portfolio. Thereafter, fees will be accrued and deducted from cash proceeds from exits at

the time of becoming highly probable. If no proceeds are received, these fees will not be charged to investors.

iii. Performance fees

Performance fees are earned on a percentage of returns over a hurdle rate. These are recognised in the statement of comprehensive income

on realisation of underlying investment. Amounts are recognised as revenue when it can be reliably measured and is highly probable funds

will flow to the Group, which is generally at the point of invoicing or shortly before due to the unpredictability associated with realisations but

is assessed on a case-by-case basis.

iv. Promoter’s fees

Promoter’s fees are earned by Elderstreet Investments Limited, as manager of the VCT funds, based on amounts subscribed during each offer.

Fees are agreed on an offer-by-offer basis and are receivable when the shares are allotted. Elderstreet Investments Limited may also

be entitled to promoter’s fees when it promotes offers for new subscriptions into the funds it manages. Promoter’s fees are earned at a

percentage of subscriptions received. Revenue is recognised in full at the time valid subscriptions are received.

v. Directors’ fees

Portfolio Directors’ fees are annual fees charged to an investee company. Directors’ fees are only charged on a limited number of the investee

companies. Revenues are recognised as services are provided.

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.

4. Material accounting policy information continued

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 the

statement of comprehensive income immediately.

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 were applied on the date of acquisition:

i. Encore Ventures LLP: eight years; and

ii. Elderstreet Investments Limited: three 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 statement of

comprehensive income.

The individual financial statements of the Group’s subsidiary undertakings are presented in their functional currency. For the purpose of these

consolidated financial statements, the results and financial position of each subsidiary undertaking are expressed in Pounds Sterling, which is the

presentation currency for these consolidated financial statements.

The assets and liabilities of the Group’s undertakings, whose functional currency is not Pounds Sterling, are translated at exchange rates prevailing

on the reporting date. Income and expense items are translated at the average exchange rates for the period.

MOLTENVENTURES.COM 123 122 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

j) Financial assets

All financial assets are recognised when economic benefit is expected to be transferred to the Group.

On recognition, a financial asset is initially measured at fair value, plus transaction costs, except for those financial assets classified at “fair value

through profit or loss” (“FVTPL”), which are initially measured at fair value.

Financial assets are classified by the Group into the following specified categories:

• Financial assets “FVTPL”; and

• Amortised cost.

The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

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 its investment interests referred to in Note 4(b) are appropriately designated as at FVTPL as they meet criteria (b) above.

Further details of the accounting policy can be found in Note 30, Fair value measurements. Financial assets through profit or loss are accounted for

at settlement date.

Amortised cost

A financial asset is held at amortised cost under IFRS 9 where it is held for the collection of cash flows representing solely payments of principal

and interest. These assets are measured at amortised cost using the effective interest method, less any expected losses.

The Group’s financial assets held at amortised cost comprise trade and other receivables, and cash and cash equivalents in the consolidated

statement of financial position. Financial assets held at amortised cost are accounted for at trade date.

k) Financial liabilities

The Group’s financial liabilities include trade and other payables, and borrowings.

Trade and other payables

Trade and other payables are recognised when the Group enters into contractual arrangements with an expectation that economic benefits will

flow from the Group.

The carrying amounts of trade and other payables are considered to be the same as their amortised cost, due to their short-term nature.

Loans and borrowings

Borrowings are initially recognised at fair value that is deemed to be the carrying value at inception. Fees related to the debt facility are amortised

over the term of the loan, see Note 24(i) for further detail regarding the debt facility.

The carrying amount of borrowings is deemed to be presented at amortised cost as the fair value of future cash flows have not been

incorporated.

All interest-related charges are reported in profit or loss and are included within finance costs.

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.

4. Material accounting policy information continued

o) Share-based payments

When equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated

statement of comprehensive income over the vesting period on a straight-line basis. Non-market vesting conditions are taken into account by

adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over

the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored

into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market

vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting

condition is not satisfied.

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(b).

p) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of

comprehensive income because it excludes items of income or expense that are taxable or deductible in other years, and it further excludes

items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively

enacted by the balance sheet date.

q) 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.

r) 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% per annum straight line

• Computer equipment – 33% per annum straight line

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any

changes in estimate accounted for on a prospective basis.

s) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, and short-term highly liquid money market funds and deposits with a maturity of

three months or less, that are held for the purpose of meeting short-term cash commitments and are readily convertible to a known amount of

cash and subject to an insignificant risk of changes in value.

MOLTENVENTURES.COM 125 124 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

t) 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.

u) Carried interest

The Company has established carried interest plans for the Executive Directors (see the following associated note), other members of the

Investment Team and certain other employees (together the “Plan Participants”) in respect of any investments and follow-on investments made

from IPO. To 31 March 2020 each carried interest plan operated in respect of investments made during the 24-month period from inception of

the fund, being the investment period, and related follow-on investments made for a further 36-month period. From 1 April 2020, a new carried

interest plan was implemented, which operates for a five-year period in respect of any investment. From April 2020 onwards, the Executive

Directors were not eligible to participate in new carried interest plans, and instead now participate in the Long-Term Incentive Plan. Continued

participation in existing carried interest schemes that pre-dated the start of the 2021 financial year were not affected.

Subject to certain exceptions, Plan Participants will receive, in aggregate, 15% of the net realised cash profits from the investments and follow-

on investments made over the relevant period once the Company has received an aggregate annualised 10% realised return on investments

and follow-on investments made during the relevant period. The carried interest plan from 1 April 2020 has an aggregate annualised 8%

realised return on investments and follow-on investments made during the relevant period, to bring the plans more in line with market. The

Plan Participants’ return is subject to a “catch-up” in their favour. Plan Participants’ carried interests vest over five years for each carried interest

plan and are subject to good and bad leaver provisions. Any unvested carried interest resulting from a Plan Participant becoming a leaver can

be reallocated by an adjudication committee formed by Esprit Capital Partners LLP as manager of the carried interest plan at their discretion,

including to the Group, and, therefore, an assumption is made in the financial statements that any unvested carried interest as at the reporting

date would be reallocated to the Group. See Note 30 for further information on amounts that have been attributed to the Group.

Carried interest is measured at FVTPL with reference to the performance conditions described above. This is deducted from the gross value of

our portfolio as an input to determine the fair value of our investment vehicles, which are held at FVTPL in the statement of financial position in

line with our application of IFRS 10 for investment entities. The external carry is deducted as it will be paid to members external to the Group from

proceeds of investments on realisation. Where the Group has a holding in the carried interest, this is recognised at FVTPL.

v) 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 amount which may

be received as consideration for investments in normal market conditions, between two willing parties, at the reporting date (See Note 5(a)).

w) 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 2024.

Estimates:

a. Valuation of unquoted equity investments at fair value through profit or loss

The Group invests into Limited Companies and Limited Partnerships, which are considered to be investment companies that invest for the benefit

of the Group. These investment companies are measured at fair value through profit or loss based on their net asset value (“NAV”) at the year-

end. The Group controls these entities and is responsible for preparing their NAV, which is mostly based on the valuation of their unquoted

investments. The Group’s valuation of investments measured at fair value through profit or loss is, therefore, dependent upon estimations of the

valuation of the underlying portfolio companies.

The Group, through its controlled investment companies also invests in investment funds, which primarily focus on seed investments. These

investments are considered to be “Fund of Fund investments” for the Group and are recognised at their NAV at the year-end date. These Fund

of Fund investments are not controlled by the Group and some do not have coterminous year-ends with the Group. To value these investments,

management obtains the latest audited financial statements or partner reports of the investments and discusses further movements with the

management of the funds following consideration of whether the funds follow the IPEV Guidelines.

Where the Fund of Funds hold investments that are individually material to the Group, management perform further procedures to determine

that the valuation of these investments has been prepared in accordance with the Group’s valuation policies for portfolio companies, as outlined

below, and these valuations will be adjusted by the Group where necessary based on the Group valuation policy for portfolio companies.

4. Material accounting policy information continued

The estimates required to determine the appropriate valuation methodology of investments means there is a risk of material adjustment to the

carrying amounts of assets and liabilities. These estimates include whether to increase or decrease investment valuations and require the use of

assumptions about the carrying amounts of assets and liabilities that are not readily available or observable.

The fair value of investments is established with reference to the IPEV Guidelines. An assessment will be made at each measurement date as to the

most appropriate valuation methodology.

The Group invests in early-stage and growth technology companies, through predominantly unlisted securities. Given the nature of these

investments, there are often no current or short-term future earnings or positive cash flows. Consequently, although not considered to be the

default valuation technique, the appropriate approach to determine fair value may be based on a methodology with reference to observable

market data, being the price of the most recent transaction. Fair value estimates that are based on observable market data will be of greater

reliability than those based on estimates and assumptions and, accordingly, where there have been recent investments by third parties, the price

of that investment will generally provide a basis of the valuation.

If this methodology is used, its initial use and the length of period for which it remains appropriate to use the calibration of last round price

depends on the specific circumstances of the investment, and the Group will consider whether this basis remains appropriate each time valuations

are reviewed. In addition, the inputs to the valuation model (e.g. revenue, comparable peer group, product roadmap, and other milestones) will

be recalibrated to assess the appropriateness of the methodology used in relation to the market performance and technical/product milestones

since the round and the company’s trading performance relative to the expectations of the round.

The Group considers alternative methodologies in the IPEV Guidelines, being principally price-revenue or price-earnings multiples, depending

upon the stage of the asset, requiring management to make assumptions over the timing and nature of future revenues and earnings when

calculating fair value. When using multiples, we consider public traded multiples as at measurement date (31 March 2024 for this report) in similar

lines of business, which are adjusted based on the relative growth potential and risk profile of the subject company versus the market and to

reflect the degree of control and lack of marketability as well as considering company performance against milestones (e.g. financial/technical/

product milestones).

The equity values of our portfolio companies are generally assessed via the methodologies described above. For direct investments, the equity

values are run through their relevant waterfalls to assess the fair value of the investment to Molten Ventures under the current value methodology.

Other methodologies would be considered if appropriate.

In all cases, valuations are based on the judgement of the Directors after consideration of the above and upon available information believed

to be reliable, which may be affected by conditions in the financial markets. Due to the inherent uncertainty of the investment valuations, the

estimated values may differ significantly from the values that would have been used, had a ready market for the investments existed, and the

differences could be material. Due to this uncertainty, the Group may not be able to sell its investments at the carrying value in these financial

statements when it desires to do so or to realise what it perceives to be fair value in the event of a sale. See Note 30(iv) for information on

unobservable inputs used and sensitivity analysis on investments held at fair value through profit or loss.

Judgement:

b. The Company and certain subsidiaries as an investment entity

The Group has a number of entities within its corporate structure and a judgement has been made regarding which should be consolidated in

accordance with IFRS 10, and which should not. The Group consolidates all entities where it has control, as defined by IFRS 10, over the following:

• power over the investee to significantly direct the activities;

• exposure, or rights, to variable returns from its involvement with the investee; and

• the ability to use its power over the investee to affect the amount of the investor’s returns.

The Company does not consolidate qualifying investment entities it controls in accordance with IFRS 10 and instead recognises them as

investments held at fair value through profit or loss. An investment entity, as defined by IFRS 10, is an entity that:

• obtains funds from one or more investors for the purpose of providing those investor(s) with the investment management services;

• commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or

both; and

• measures and evaluates the performance of substantially all of its investments on a fair value basis.

When judging whether an entity within the Group is an investment entity, the Group structure as a whole is considered. As a Group, the

investment entities listed in Note 4(b) have the characteristics of an investment entity. This is because the Group has:

• more than one investment;

• more than one investor;

• unrelated investors; and

• equity ownership interests.

See Note 4(b) for further details on the consolidation status of entities.

MOLTENVENTURES.COM 127 126 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

6. Movements on investments held at fair value through profit or loss.

Year ended

31 March 2024

£m

Year ended

31 March 2023

£m

Movement in unrealised (losses) on investments held at fair value through profit or loss (40.9) (305.3)

ovement in realised (losses)/gains on investments held at fair value through profit or loss (2.8) 22.8

et foreign exchange (losses)/gains on investments held at fair value through profit or loss (23.9) 42.4

otal movements on investments held at fair value through profit or loss (67.6) (240.1)

The changes in (losses

) on investment held at fair value through profit or loss is exclusive of the gain on bargain purchase relating to the acquisition

of Forward Partners. For more information, see Note 14 for the gain on bargain purchase.

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 Year ended 31 March 202431 March 2023£m£m Management fees 19.1 21.6 Performance fees 0.1 – Promoter’s fees 0.3 0.9 Directors’ and other fees 0.3 0.2 Total fee income 19.8 22.7

8. General administrative expenses

Administrative expenses comprise:

Year ended Year ended 31 March 202431 March 2023£m£m Employee and employee related expenses (Note 9) 14.8 12.3 Legal and professional 3.6 3.7 Performance fees payable 0.1 – Marketing expenses 0.6 0.6 Building costs and rates 0.5 0.5 Travel expenses 0.5 0.5 IT expenses 0.5 0.5 Listing fees – 0.1 Other administrative costs 0.6 0.6 Total administrative expenses 21.2 18.8

9. Employee and employee-related expenses

Employee benefit expenses (including Directors) comprise:

Year ended Year ended 31 March 202431 March 2023£m£m Wages and salaries 11.6 9.6 Defined contribution pension costs 1.0 0.9 Benefits (healthcare and life assurance) 0.3 0.3 Recruitment costs 0.2 0.2 Social security contributions and similar taxes 1.6 1.3 General employee and employee-related expenses 14.8 12.3 Share-based payment expense arising from Company share option scheme 4.8 4.4 Total employee benefit expenses 19.6 16.7

The mon

thly average number of persons (including Executive and Non-Executive Directors) employed by the Group during the year was:

Year ended Year ended 31 March 202431 March 2023NumberNumber Executive Directors 3 3 Non-Executive Directors 4 5 Investment 21 22 Infrastructure 27 28 Total 55 58

t 31 March 2024, there were five Non-Executive Directors (31 March 2023: four). See Nomination Committee report for further details of changes

in the year.

Infrastructure comprises finance, marketing, human resources, legal, IT, Environmental, Social and Governance ("ESG"), investor relations and

administration.

10. Auditor’s remuneration

The loss for the year has been arrived at after charging:

Year ended Year ended 31 March 202431 March 2023£m£m Fees paid to the Company’s auditor for the audit of the Company and Group consolidated financial statements 0.5 0.4 Fees payable to the Company’s auditors and associates for other services: Audit of the financial statements of the subsidiaries and related undertakings 0.2 0.2 Audit-related assurance services 0.1 0.1 Non-audit services 0.4 – Total fees payable to the Company’s auditors 1.2 0.7

udit-related assurance services paid to the Company’s Auditors in the year were £39k related to CASS reporting to the FCA in respect of certain

subsidiaries (for the year ended 31 March 2023: £25k), £65k in respect of the review of the Group’s interim financial statements (for the year ended

31 March 2023: £61k).

Non-audit services paid to the Company’s Auditors in the year were £430k in respect of reporting accountant services (for the year ended

31 March 2023: £Nil).

For the year ended 31 March 2024, the Group paid Grant Thornton £300k for the audit of Forward Partners Group Limited and its subsidiaries.

MOLTENVENTURES.COM 129 128 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

11. Net finance expense

Year ended Year ended 31 March 202431 March 2023£m£m Interest and expenses on loans and borrowings (11.0) (7.1) Net foreign exchange loss (0.2) – Finance expense (11.2) (7.1) Interest income on cash and cash equivalents 0.6 – Net foreign exchange gain – 1.7 Finance income 0.6 1.7Net finance expense (10.6) (5.4)

12. Tax expense

The charge to tax, which arises in the Group and the corporate subsidiaries included within these financial statements, is:

Year ended Year ended 31 March 202431 March 2023£m£m Current tax expense Current tax on profits for the year – – Total current tax expense – – Deferred tax (expense)/benefit Adjustment for deferred tax of prior periods (1.6) – Movement on deferred tax (note 25) 10.8 3.3 Total deferred tax benefit 9.2 3.3 Income tax benefit 9.2 3.3

The UK standard rate of corporation tax is 25% as at year-end (for the year ended 31 March 2023: 19%). 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 loss for the year before tax are as follows:

Year ended Year ended 31 March 202431 March 2023£m£m Loss for the year before tax (49.8) (246.7) Tax at the UK tax rate of 25% (31 March 2023: 19%) (12.5) (46.8) Adjustment for deferred tax of prior periods (1.6) – Losses on investments 16.9 45.6 Movement on deferred tax (note 25) 10.8 3.3 Other (4.4) 1.2 Income tax benefit 9.2 3.3

The s

tandard rate of corporation tax will remain at 25% for the 2024/2025 tax year.

13. Loss 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 loss per ordinary share

Loss after taxNo. of sharesPence £mmper share For the year ended 31 March 2024 (40.6) 189.0 (21) For the year ended 31 March 2023 (243.4) 153.0 (159)

Diluted loss per ordinary share

(Loss)/profit 1after taxNo. of sharesPence £mmper share For the year ended 31 March 2024 (40.6) 189.4 (21) For the year ended 31 March 2023 (243.4) 153.7 (158)

The basic number of shares is 189.0 million (FY23: 153.0 million). This has been adjusted to calculate the diluted number of shares by accounting for options of 0.4 million in the

year (FY23: 0.7 million) to get to the diluted number of shares of 189.4 million (FY23: 153.7 million).

Net asset value per share is based on the net asset attributable to Shareholders and the number of shares at the relevant reporting date. When

calculating the diluted earnings per share, the number of shares in issue at balance sheet date is adjusted for the effect of all dilutive share options

and awards.

Net asset value per ordinary share

Net assetsNo. of sharesPence £mmper share As at 31 March 2024 1,250.7 189.0 662 At at 31 March 2023 1,194.1 153.0 780

Diluted net asset value per ordinary share

1Net assetsNo. of sharesPence £mmper share As at 31 March 2024 1,250.7 189.4 660 As at 31 March 2023 1,194.1 153.7 777

The basic number of shares is 189.0 million (FY23: 153.0 million). This has been adjusted to calculate the diluted weighted average number of shares by accounting for options of

0.4 million in the year (FY23: 0.7 million) to get to the diluted weighted average number of shares of 189.4 million (FY23: 153.7 million).

MOLTENVENTURES.COM 131 130 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

14. Business Combinations

On 14 March 2024, Molten Ventures plc acquired 100% of the issued shared capital of Forward Partners Group plc, an AIM listed venture capital

investing in early-stage technology businesses, in an all share acquisition completed via scheme of arrangement, in a ratio of one new Molten

Ventures plc ordinary share for every nine Forward Partners plc ordinary shares. The Group acquired Forward Partners Group plc to gain access to

a range of promising startups in high-growth sectors across AI, alternative asset and digital marketplaces.

The Group owned a 0.76% equity interest in Forward Partners Group plc through the Fund of Funds Programme before the business

combination, held at a fair value of £0.5m. The Group therefore recognised a loss of £0.04m on completion of the acquisition as a result of

remeasuring this equity interest at fair value on 14 March 2024. The resulting fair value loss of £0.04m is included in Movements on investments

held at fair value through profit and loss for the year ended 31 March 2024. The Group opted to use a 'convenience' date of 31 March 2024 for

acquisition accounts, as per IFRS 3. This standard allows an entity to designate an acquisition date at the end (or the beginning) of a month - the

date in which it closes its book, rather than the actual acquisition date.

The total consideration for the acquisition of Forward Partners Group Limited (formerly, Forward Partners Group plc) was therefore £37.5m.

Acquisition-related costs for this transaction amounted to £2.8m which has been included in the Statement of Comprehensive Income under

exceptional costs. Forward Partners Group Limited has generated revenues of £0.3m and net loss of £7.5m of which £29k and net profit of £0.2m,

respectively, were generated from the date of acquisition to the year end date.

Under the scheme of arrangement Molten Ventures plc issued 14.8m new shares in exchange for the issued share capital of Forward Partners

Group Limited. This equates to consideration of £37.0m based on the closing Molten Ventures plc share price on 14 March 2024 of £2.504 pence

per share.

The total consideration for the acquisition of Forward Partners was therefore £37.5m.

As Forward Partners Group Limited was trading at a discount to its Net Asset Value on acquisition, the acquisition resulted in a Gain on bargain

purchase of £38.6m, which is recognised in the Consolidated statement of comprehensive income.

Fair Value Net assets of business acquired£m Financial assets held at fair value through profit and loss 65.0 Trade and other receivables 0.1 Cash and cash equivalents 12.0 Trade and other payables (1.0) Total identifiable net assets 76.1 Non-controlling interest – Gain on bargain purchase (38.6) Total consideration 37.5

The consideration was satisfied by:

Issue of shares 37.0 Repurchase of holding held in the group 0.5 Total consideration 37.5 Net cash inflow arising on acquisition Cash and cash equivalents 12.0

15. Share-based payments

17-Jun-22 476,250 – (16,457) (2,622) 457

Fair value b/f Granted in Lapsed in Exercised in c/f Exercise per granted Date of 1 April 2023the yearthe yearthe year31 Mar 2024Vesting price instrument Grant(No.)(No.)(No.)(No.)(No.)period(pence)(pence)28–Nov–16 499,320 – – – 499,320 3 years 355 64.111–Nov–17 120,000 – – – 120,000 3 years 530 89.33 Molten Ventures 28–Nov–17 306,384 – – – 306,384 3 years 387 70.90plc 2016 Company 30–Jul–18 650,750 – – – 650,750 3 years 492 152.9Share Option Scheme 12–Feb–19 546,868 – – – 546,868 3 years 530 67.8(“CSOP”)29–Jun–20 200,000 – – – 200,000 3 years 449 81.226–Jul–21 36,364 – – – 36,364 1 year 1 986.029–Jun–20 547,240 – (220,388) (57,521) 269,331 3 years 1 449.016–Jul–21 551,253 – (6,248) – 545,005 1 year 1 940.0 Molten Ventures plc ,171 3 years 1 540.0Long-Term Incentive 17-Jun-22 543,609 – – – 543,609 5 years 1 540.0Plan (“LTIP”)22–Jun–23 – 96,262 (846) – 95,416 2 years 1 241.022–Jun–23 – 113,453 – – 113,453 2 years 1 447.023–Jun–23 – 2,380,128 (35,349) – 2,344,779 3 years 1 274.0Molten Ventures plc 17–Jun–22 211,110 – – – 211,110 2 years 1 540.0Deferred Benefit Plan 22–Jun–23 – 44,058 – – 44,058 2 years 1 241.0(“DBP”) Total 4,689,148 2,633,901 (279,288) (60,143) 6,983,618

* This is a vesting period of three years and a further two-year holding period.

Set out below are summaries of options granted under the plan

Year ended Year ended 31 March 202431 March 2023 As at 1 April 4,689,148 3,745,855 Granted during the year 2,633,901 1,234,306 Lapsed in the year (279,288) (274,107) Exercised during the year (60,143) (16,906) As at 31 March 6,983,618 4,689,148

Both the CSOP and LTIP are, as of 31 March 2024, 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 27(i)). Of the 60,143 options exercised during the year, none

were satisfied with new ordinary shares issued by Molten Ventures plc (FY23: 16,906 options exercised with no new ordinary shares issued). All

outstanding options have been assessed to be reportable as equity-settled.

Share options granted during the period under the LTIP vest over the prescribed performance period to the extent that performance conditions

are met. The performance conditions relate to realisations, assets under management (calculated in line with the relevant deed of grant), and

Total Shareholder Return. These options are granted under the plan for no consideration and are granted at a nominal value of one pence per

share option.

The fair value of the LTIP shares is valued using the Black–Scholes model, which includes a Monte Carlo simulation model. A six-monthly review

takes place of non-market performance conditions and, as at 31 March 2024, the best estimate for expected vesting of unvested share options

is 52%.

In the year ended 31 March 2024, it was agreed that 0% (31 March 2023: 0%) of the Executive Team’s bonus for that financial year would be

deferred in shares of Molten Ventures plc. FY24 bonus amounts were paid in cash for an amount up to 100% (FY23: 100%) of each Director’s

salary, with the balance being paid in the form of a deferred share award over a number of shares calculated based on the Volume Weighted

Average Price per share for the five trading days immediately prior to the date of grant. The deferral period under the bonus scheme is two years

from the date of the award.

Vesting is not subject to any further performance conditions (other than continued employment at the date of vesting). The Black–Scholes Option

Pricing Model has been used for valuation purposes.

The share-based payment charge for the year is £4.8 million (year ended 31 March 2023: £4.4 million).

MOLTENVENTURES.COM 133 132 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

16. Intangible assets

Customer GoodwillcontractsTotal As at 31 March 2024£m£m£m Cost Cost carried forward as at 1 April 2023 10.4 1.1 11.5 Additions during the period – – – Cost as at 31 March 2024 10.4 1.1 11.5 Accumulated amortisation Amortisation carried forward as at 1 April 2023 – (1.0) (1.0) Charge for the period – (0.1) (0.1) Accumulated amortisation as at 31 March 2024 – (1.1) (1.1) Net book value: As at 31 March 2024 10.4 – 10.4

Customer GoodwillcontractsTotal As at 31 March 2023£m£m£m Cost Cost carried forward as at 1 April 2022 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 2022 – (0.8) (0.8) Charge for the period – (0.2) (0.2) Accumulated amortisation as at 31 March 2023 – (1.0) (1.0) Net book value: As at 31 March 2023 10.4 0.1 10.5

The amortisation charge for the year is shown in the “depreciation and amortisation” line of the consolidated statement of comprehensive income.

17. 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 30. The table below sets out the movement in the balance sheet value of investments from the

start to the end of the year, showing investments made, cash receipts and fair value movements.

Year ended Year ended 31 March 202431 March 2023£m£m As at 1 April 1,277.0 1,410.81Investments made in the period65.3 138.2 Loans repaid from underlying investment vehicles (38.9) (48.1) Carry external 1.9 2.1 Non-investment cash movements 15.8 14.12 Unrealised losses on the revaluation of investments(29.0) (240.1) As at 31 March 1,292.1 1,277.0

Investments made in the period include the cost attributed for the share-for-share acquisition of Forward Partners amounting to £25.8m

Unrealised losses on the revaluation of investments are inclusive of the gain on bargain purchase attributable to the acquisition of Forward Partners. For more information, see

Note 14 for the gain on bargain purchase.

18. Significant holdings in undertakings other than subsidary 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.

Interest FD category* at reporting date/ Name Address Principal activity Type of shareholding partnership interestChurerstrasse 135, Ordinary sharesRavenPack Holding AGTrading companyDCH-8808 Pfäffikon, SwitzerlandPreference sharesEarlybird GmbH & Co. c/o Earlybird Venture Capital, Limited partnership pursuant to which Partnership interest26%Beteiligungs-KG IVMaximilianstr. 14, 80539, Münchenthe Group holds certain investmentsEarlybird Special c/o Earlybird Venture Capital, Limited partnership pursuant to which Partnership interest34%Opportunities LPMaximilianstr. 14, 80539, Münchenthe Group holds certain investmentsEarlybird DWES Fund VI c/o Earlybird Venture Capital, Limited partnership pursuant to which Partnership interest50%GmbH & Co. KGMaximilianstr. 14, 80539, Münchenthe Group holds certain investmentsAmstelplein 1, 1096 HA Ordinary shares FintechOS Holding B.VTrading companyDAmsterdam, NetherlandsPreference sharesRealeyes (Holdings) 5 New Street Square, London, Ordinary shares Trading companyELimited EX4A 3TW, GBPreference shares

* 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 26.

19. Property, plant and equipment

Right-of-use Leasehold Computer assetsimprovementsequipmentTotal Year ended 31 March 2024£m£m£m£m Cost Cost carried forward as at 1 April 2023 1.6 0.8 0.2 2.6 Additions during the period – – – – Disposals during the year – – – – Cost as at 31 March 2024 1.6 0.8 0.2 2.6 Accumulated depreciation Depreciation carried forward as at 1 April 2023 (1.3) (0.7) (0.2) (2.2) Charge for the period (0.3) – – (0.3) Disposals during the year – – – – Accumulated depreciation as at 31 March 2024 (1.6) (0.7) (0.2) (2.5) Net book value: As at 31 March 2024 – 0.1 – 0.1

Right-of-use Leasehold Computer assetsimprovementsequipmentTotal As at 31 March 2023£m£m£m£m Cost Cost carried forward as at 1 April 2022 1.6 0.8 0.2 2.6 Additions during the period – – – – Disposals during the year – – – – Cost as at 31 March 2023 1.6 0.8 0.2 2.6 Accumulated depreciation Depreciation carried forward as at 1 April 2022 (1.0) (0.6) (0.1) (1.7) Charge for the period (0.3) (0.1) (0.1) (0.5) Disposals during the year – – – – Accumulated depreciation as at 31 March 2023 (1.3) (0.7) (0.2) (2.2) Net book value: As at 31 March 2023 0.3 0.1 – 0.4

The depr

eciation charge for the year is shown in the “depreciation and amortisation” line of the consolidated statement of comprehensive

income.

MOLTENVENTURES.COM 135 134 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

20. Operating segments

The Group follows the accounting policy on operating segments laid out in Note 4(c).

21. Cash and cash equivalents

31 March 202431 March 2023£m£m Cash at bank and on hand 36.8 22.9 Cash equivalents 20.2 - Total 57.0 22.9

Cash on hand earns interest at floating rates based on daily bank deposit rates. Cash equivalents represent monies held in a Sterling Government

Liquid Reserves Money Market Fund which can be redeemed daily.

22. Trade and other receivables

31 March 202431 March 2023£m£m Trade receivables 0.9 3.1 Other receivables and prepayments 0.7 1.9 Total 1.6 5.0

Expected credit losses for these receivables are expected to be immaterial.

The ageing of trade receivables at reporting date is as follows:

31 March 202431 March 2023£m£m Not past due 0.8 2.9 Past due 1–30 days – 0.1 Past due 31–60 days – – More than 60 days 0.1 0.1 Total 0.9 3.1

rade 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.

23. Trade and other payables

31 March 202431 March 2023£m£m Trade payables (0.3) (0.8) Other taxation and social security (0.7) (0.2) Other payables – (2.4) Accruals and deferred income (8.1) (6.2) Total (9.1) (9.6)

All

trade and other payables are short term.

24. Financial liabilities

31 March 202431 March 2023£m£m Current liabilities Leases – (0.3) Loans and borrowings – – Total current financial liabilities – (0.3) Non-current liabilities Leases – – Loans and borrowings (89.4) (89.0) Total non-current financial liabilities (89.4) (89.0) Total (89.4) (89.3)

The belo

w table shows the changes in liabilities from financing activities.

BorrowingsLeases£m£m At 1 April 2022 (29.7) (0.7) Capitalisation of costs 1.0 – Amortisation of costs (0.3) – Drawdowns (125.0) – Repayment of debt 65.0 – Other changes – Interest payments (presented as operating cash flows) – – Payment of lease liabilities – 0.4 At 31 March 2023 (89.0) (0.3) Capitalisation of costs – – Amortisation of costs (0.4) – Drawdowns (38.0) – Repayment of debt 38.0 – Other changes – Interest payments (presented as operating cash flows) – – Payment of lease liabilities – 0.3 At 31 March 2024 (89.4) –

MOL

TENVENTURES.COM 137 136 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

24(i). Loans and borrowings

On 6 September 2022, the Company entered into a facility agreement relating to a new debt facility (the “Debt Facility”) with J.P. Morgan Chase

Bank N.A., London Branch (“JPM”) and HSBC Bank Plc (“HSBC”), with a JPM affiliate acting as the appointed agent.

The Debt Facility comprises a £90.0 million term loan (“Term Loan”) and a revolving credit facility (“RCF”) of up to £60.0 million on three and two-

year availability periods respectively. Repayment dates for both may be extended by two 12-month periods subject to the lenders’ willingness to

extend and satisfaction of various conditions. The headline interest rate applied on both the Term Loan and RCF includes a “margin” of 5.50% per

annum plus SONIA. The Debt Facility is secured against various Group assets, including bank accounts and LP interests, with a number of entities

within the Group acceding as guarantors.

The Company’s ability to borrow under the Debt Facility and satisfy its financial and non-financial covenants is dependent on the value of the

investment portfolio (excluding third-party funds under management), with draw downs being subject to a maximum loan to value ratio of 12.5%

on each utilisation. The lenders may commission quarterly independent valuations of the investment portfolio.

On execution of the Debt Facility Agreement, the Group drew down £90.0 million of the Term Loan, with the RCF (£60.0 million, currently

undrawn) being available for two years to September 2024 subject to any extension. After expiry of the availability period, a cash sweep on

realisations will apply.

Both the RCF and Term Loan must be fully repaid by the third anniversary of the date of the Debt Facility Agreement, subject to any extension.

The Debt Facility contains financial and non-financial covenants, which the Company and certain members of the Group must comply with

throughout the term of the Debt Facility:

• Maintain a value to cost ratio of investments of at least 10% (1.10:1.00).

• Total financial indebtedness not to exceed 20% (12.5% on each utilisation) of the value of investments in the portfolio with adjustments for

concentration limits (see below) together with the value of all amounts held in specified bank accounts subject to the security package.

• Total aggregate financial indebtedness of the Company and certain members of the Group is not to exceed 35% (25% on each utilisation) of

the value of secured investments in the portfolio with adjustments for concentration limits calculated by reference to specified assets and bank

accounts subject to the security package.

• The Company, and certain members of its Group, must maintain a minimum number of investments subject to concentration limits connected

to sector, geography, joint or collective value, and/or listed status.

Failure to satisfy financial covenants may limit the Company’s ability to borrow and/or also trigger events of default, which in some instances could

trigger a cash sweep on realisations and/or require the Company to cure those breaches by repaying the Debt Facility (either partially or in full).

The Company seeks to maintain a conservative level of gearing and will limit its borrowings to a maximum of 25 percent of Net Asset Value.

31 Mar 202431 Mar 2023£m£m Bank loan senior facility amount 150.0 150.0 Interest rate SONIA + 5.5% SONIA + 5.5% Drawn at balance sheet date (90.0) (90.0) Arrangement fees 0.6 1.0 Loan liability balance (89.4) (89.0) Undrawn facilities at balance sheet date 60.0 60.0

24. Financial liabilities continued 25. Deferred tax

Deferred tax is calculated in full on temporary differences under the balance sheet liability method using the tax rate expected to apply when the

temporary differences reverse. See breakdown below:

31 March 202431 March 2023£m£m Arising on share-based payments (1.6) (1.0) Arising on co-invest and carried interest (0.2) (0.3) Arising on the investment portfolio (9.8) (20.9) Other timing differences (0.1) (0.3) Deferred tax liability (11.7) (22.5)

As a

t 31 March 2024, the Group had tax losses carried forward of £2.9m (2023: £12.6m).

26. Share capital and share premium

Ordinary share capital

Year ended 31 March 2024 – Allotted and fully paid Number Pence £m As at 1 April 152,999,853 1 1.51 Issue of share capital during the year for cash21,261,548 1 0.22 Share-for-share exchange14,785,049 1 0.2 As at 31 March 189,046,450 1 1.9

In December 2023, the Company raised equity by issuing 21,261,548 new ordinary shares at 1 pence.

In March 2024, the Company exchanged 14,785,049 new ordinary shares as part of the Forward Partners Group Limited acquisition.

Year ended 31 March 2023 – Allotted and fully paid Number Pence £m As at 1 April 152,999,853 1 1.5 Issue of share capital during the year for cash¹ – – – As at 31 March 152,999,853 1 1.5

Share premium

31 March 202431 March 2023 Allotted and fully paid£m£m As at 1 April 615.9 615.9 Premium arising on the issue of ordinary shares 57.1 – Equity issuance costs (1.8) – As at 31 March 671.2 615.9

MOL

TENVENTURES.COM 139 138 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

27. 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 awarding

shares under the Molten Ventures plc 2016 Company Share Options Plan, Long-Term Incentive Plan and Deferred Bonus Plan. Shares issued to

employees are recognised on a weighted average cost basis. The Trust holds 0.58% of the issued share capital at 31 March 2024 (31 March 2023:

0.72%).

31 Mar 2024 31 Mar 2023No. of sharesNo. of sharesm £mm £m As at 1 April (1.1) (8.9) (0.9) (8.2) Acquisition of shares by the Trust – – (0.2) (0.6) Disposal or transfer of shares by the Trust* – 0.1 – (0.1) As at 31 March (1.1) (8.8) (1.1) (8.9)

* 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 ended 31 March 2024 were £Nil (year ended 31 March 2023: £Nil).

ii. Other reserves

The following table shows a breakdown of the “other reserves” line in the consolidated statement of financial position and the movements in

those reserves during the period. A description of the nature and purpose of each reserve is provided below the table.

Share-based payments Share-based reserve resulting payments from Company reserve resulting Merger relief share option from acquisition Total other reserveschemeof subsidiaryreserves Year ending 31 March 2024£m£m£m£m As at 1 April 13.1 9.4 10.8 33.3 Share-based payments – 4.5 – 4.5 Share-for-share exchange 36.9 – – 36.9 As at 31 March 50.0 13.9 10.8 74.7

Share-based payments Share-based reserve resulting payments from Company reserve resulting Merger relief share option from acquisition Total other reserveschemeof subsidiaryreserves Year ending 31 March 2023£m£m£m£m As at 1 April 13.1 5.0 10.8 28.9 Share-based payments – 4.4 – 4.4 Share-based payments – exercised during the year – – – – As at 31 March 13.1 9.4 10.8 33.3

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.

A Merger Relief Reserve of £36.9 million was created on the issue of 14,785,049 ordinary Shares of 250 pence each in Molten Venture plc as

consideration for the acquisition of 100% of the capital interest in Forward Partners Group plc on 14 March 2024.

Share-based payment reserve

Where the Group engages in equity-settled share-based payment transactions, the fair value at the date of grant is recognised as an expense

over the vesting period of the options. The corresponding credit is recognised in the share-based payment reserve. Please see Note 15 for further

details on how the fair value at the date of grant is recognised.

28. Adjustments to reconcile operating (loss) to net cash outflow in

operating activities

Year ended Year ended 31 March 202431 March 2023Notes£m£m Adjustments to reconcile operating (loss) to net cash outflow in operating activities: Revaluation of investments held at fair value through profit and loss 6 67.6 240.1 Gain on Bargain purchase Goodwill 14 (38.6) – Depreciation and amortisation 16, 19 0.4 0.7 Share-based payments – resulting from Company share option scheme 15 4.8 4.4 Finance income 11 (0.6) (1.7) Finance expense 11 11.0 7.1 Decrease in deferred tax 25 (10.8) (5.2) Decrease/(increase) in trade and other receivables and other working capital movements 22 3.4 (1.0) Decrease in trade and other payables 23 (0.5) (2.7) Adjustments to reconcile operating (loss) to net cash outflow in operating activities 36.7 241.7

lease see Note 24 for the changes in liabilities from financing activities.

29. 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.

30. 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(a) and Note 17. As explained in Note 5(a),

valuation of unquoted equity investments at fair value through profit or loss is a critical accounting estimate and actuals may differ from estimates.

The Group has considered the impact of ESG and climate-related risks on its portfolio, and consider these to be currently immaterial to the

value of our portfolio for FY24, owing to the nature of the underlying investments (FY23: immaterial) and taking into consideration the climate

risk impact channels and their financial impact across the portfolio companies, however this will be monitored each year to assess any changes.

The Group recognised a number of climate-related opportunities within the portfolio via our Climate Tech thesis. The inputs to our valuations

are described in the sensitivities analysis table below, and because these are more short-term in nature (e.g. forecast revenue for the current

year applied to current market multiples, and recent transactions), we do not currently see any material impacts on these inputs from the longer

term risks described in our TCFD report and, therefore, values as at 31 March 2024. We also recognise that, although the risks are not currently

material, they could become material in the medium to long-term without mitigating actions, which are described within the TCFD section of

the Strategic Report. For further discussion of our climate-related risks and opportunities, please see our TCFD and Principal Risks section of the

Strategic Report.

The Group classifies financial instruments measured at fair value through profit or loss (“FVTPL”) according to the following fair value hierarchy

prescribed under the accounting standards:

• Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement

date (31 March 2024; and 31 March 2023 for comparatives);

• Level 2: inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or

indirectly; and

• Level 3: inputs are unobservable inputs for the asset or liability.

All financial instruments measured at FVTPL in FY23 and FY24 are financial assets relating to holdings in investment entities that hold high-growth

technology companies either directly or through Fund of Funds. The Group invests in special purpose vehicles and limited partnerships, which

are considered to be investment companies that invest mostly in equities for the benefit of the Group. As set out in Note 4(b), these are held

at their respective net asset values and, as such, are noted to be all Level 3 for FY23 and FY24. For details of the reconciliation of those amounts

please refer to Note 17. 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.

MOLTENVENTURES.COM 141 140 ANNUAL REPORT FY24

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Notes to the consolidated financial statements

continued

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:

–

Non-Fair Value of investment Movement Fair Value Fair Value of Investments cash in Foreign Movement in movement Investments 31-Mar-23 Investments Realisations movement Exchange Fair Value 31-Mar-24 31-Mar-24 Investments£m £m £m £m £m £m £m £m Gross Portfolio Value 1,370.8 65.3 (38.9) – (23.9) 5.6 (18.3) 1,378.9 Carry External (94.0) – 1.9 – 5.0 5.0 (87.1) Portfolio Deferred tax – – – – – – – – Trading carry & co-invest 0.3 – – – – – – 0.3 Non-investment cash movement – – – 15.8 – (15.8) (15.8) – Net Portfolio Value 1,277.1 65.3 (37.0) 15.8 (23.9) (5.2) (29.1) 1,292.1

Non-Fair Value of investment Movement Fair Value Fair Value of Investments cash in Foreign Movement in movement Investments 31-Mar-22 Investments Realisations movementExchange Fair Value 31-Mar-23 31-Mar-23 Investments £m £m £m £m £m £m £m £m Gross Portfolio Value 1,531.5 138.2 (48.1) – 42.4 (293.3) (250.9) 1,370.7 Carry external (121.5) – 2.1 – – 25.4 25.4 (94.0) Portfolio deferred tax 0.5 – – – – (0.5) (0.5) – Trading carry and co-invest 0.3 – – – – – – 0.3 Non-investment cash movement – – – 14.1 – (14.1) (14.1) – Net Portfolio Value 1,410.8 138.2 (46.0) 14.1 42.4 (282.5) (240.1) 1,277.0

Carry external – this relates to accrued carry that is due to former and current employees or managers external to the Group. These values are

alculated based on the reported fair value, applying the provisions of the limited partnership agreements to determine the value that would be

payable by the Group’s investment entities to external managers and the carried interest partnerships.

Portfolio deferred tax – this relates to tax accrued against gains in the portfolio to reflect those portfolio companies where tax is expected to

be payable on exits. This relates to Irish deferred tax only. UK deferred tax is recognised in the consolidated statement of financial position as a

liability to align the recognition of deferred tax to the location in which it will likely become payable on realisation of the assets. These values are

calculated based on unrealised fair value of investments at reporting date at the applicable tax rate.

Trading carry and co-invest – this relates to accrued carry that is due to the Group.

Non-investment cash movements – this relates to cash movements relating to management fees and other non-investment cash movements to

the subsidiaries held at FVTPL.

During the year ending 31 March 2024, Level 1 investments were realised. In the year ending 31 March 2023, there were transfers out of Level 3

and into Level 1 following the listing of two investments, one was 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 Note 30 (iii) on the following page 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.

30. Fair value measurements continued

Fair value measurementsLevel 1Level 2Level 3TotalAt 31 March 2024£m£m£m£m Financial assets at fair value through profit or loss Quoted investments – – – – Unquoted investments being made up of: – – 1,378.9 1,378.9Unquoted investments – enterprise technology – – 567.4 567.4Unquoted investments – consumer technology – – 147.5 147.5Unquoted investments – hardware and deeptech – – 317.3 317.3Unquoted investments – digital health and wellness – – 71.8 71.8Unquoted investments – other* – – 274.9 274.9 Total financial assets – – 1,378.9 1,378.9

Fair value measurementsLevel 1Level 2Level 3TotalAt 31 March 2023£m£m£m£m Financial assets at fair value through profit or loss Quoted investments 11.9 – – 11.9 Unquoted investments being made up of: – – 1,357.7 1,357.7Unquoted investments – enterprise technology – – 587.9 587.9Unquoted investments – consumer technology – – 144.7 144.7Unquoted investments – hardware and deeptech – – 357.3 357.3Unquoted investments – digital health and wellness – – 75.7 75.7Unquoted investments – other* – – 192.1 192.1 Total financial assets 11.9 – 1,357.7 1,369.6

* ”other” includes Fund of Funds investments and Earlybird investments where we do not perform a look-through valuation. This differs from the analysis in the Strategic Report in

order to align to valuation methodologies. Within the Strategic Report, additional Earlybird companies are included within the sector analysis.

ii. Valuation techniques used to determine fair values

The fair value of unlisted securities is established with reference to the IPEV Guidelines. In line with the IPEV Guidelines, the Group may base

valuations on earnings or revenues where applicable, market comparables, calibrated price of recent investment in the investee companies,

or on net asset values of underlying funds (“NAV of underlying funds”). An assessment will be made at each measurement date as to the most

appropriate valuation methodology, including that for investee companies owned by third-party funds that Molten Ventures plc invests in and

which are valued on a look-through basis.

Financial instruments, measured at fair value, categorised as Level 3 can be split into three main valuation techniques:

• Calibrated price of recent investment;

• Revenue-multiple; and

• NAV of underlying fund.

Each portfolio company will be subject to individual assessment.

For a valuation based on calibrated price of recent investment, the recent round enterprise value is calibrated against the equivalent value at year-

end using a revenue-multiple valuation methodology as well as in relation to technical/product milestones since the round and the company’s

trading performance relative to the expectations of the round.

For a valuation based on a revenue-multiple, the main assumption is the multiple. The multiple is derived from comparable listed companies or

relevant market transaction multiples. Companies in the same industry, geography, and, where possible, with a similar business model and profile

are selected and then adjusted for factors including liquidity risk, growth potential and relative performance.

Where the Group invests in Fund of Fund investments, the value of the portfolio will be reported by the fund to the Group. The Group will ensure

that the valuations comply with the Group policy and that they are adjusted with any cash and known valuation movements where reporting

periods do not align.

See also Note 5(a) where valuation policies are discussed in more detail.

MOLTENVENTURES.COM 143 142 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

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 2023 and 31 March 2024.

Level 3 valuations £m Opening balance at 1 April 2022 1,467.6 Investments 138.2 Losses (225.4) Realisations (21.6) Unadjusted closing balance at 31 March 2023 1,358.8 Transfer to Level 1 – Closing balance at 31 March 2023 1,358.8 Investments 65.4 Losses (16.6) Realisations (28.7) Unadjusted closing balance at 31 March 2024 1,378.9 Transfer to Level 1 – Closing balance at 31 March 2024 1,378.9

30. Fair value measurements continued

iv. Valuation inputs and relationships for fair value

The following table summarises the quantitative information about the significant unobservable inputs used in Level 3 fair value measurements:

MOLTENVENTURES.COM 145 144 ANNUAL REPORT FY24

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Notes to the consolidated financial statements

continued

Fair value Fair value impact of impact of Valuation Fair value at Sensitivity on sensitivities sensitivities technique Sector Significant input*31 Mar 2024significant input(£m) +10%(£m) -10%Calibrated All Calibrated round enterprise value – Pre 328.210% sensitivity applied 289.8363.4price of and post year-end round enterprise (FY23: 668.0)to the premium and (FY23: 573.8)(FY23: 731.5)recent values have been calibrated with discount to last round investmentappropriate premiums and discounts price.Enterprise 121.3112.2131.8taken to reflect movements in publicly tech(FY23: 279.2)(FY23: 242.7)(FY23: 293.6)listed peer multiples, future revenue projections and timing risk. Premiums Consumer and discounts were applied to 5.75.16.0tech75% (2023: 65%) of the fair value of (FY23: 34.1)(FY23: 25.9)(FY23: 38.5)investments measured at calibrated price of recent investment. The range of Hardware & 146.6121.9168.2premiums applied is 24% to 137% (2023: Deeptech(FY23: 313.0)(FY23: 265.9)(FY23: 355.9)nil%). The range of discounts taken is between 2%-79% (2023: 6%-79%). The Digital 54.650.657.4weighted average discount taken is 21% health & (FY23: 41.7)(FY23: 39.3)(FY23: 43.5)(2023: 35%). Less discounts have been wellnessapplied in the current year, reflecting calibration to the market. Market All Revenue-multiples are applied to the 737.110% sensitivity applied 807.6667.9comparablesrevenue of our portfolio companies to (FY23: 462.2)to the revenue–multiple(FY23: 505.1)(FY23: 417.5)determine their enterprise value.10% sensitivity applied 807.6667.9Implied revenue-multiple – the portfolio to the revenue of the (FY23: 505.1)(FY23: 417.5we have is diversified across sectors and portfolio companygeographies and the companies which Enterprise have valuations based on revenue-415.810% sensitivity applied 450.4376.6techmultiples have a range of multiples of (FY23: 281.9)to the revenue–multiple(FY23: 308.6)(FY23: 253.2)between 1.2x-14.7x (2023: 1.0x-13.4x) 10% sensitivity applied 450.4376.6and a weighted average multiple of 6.6x to the revenue of the (FY23: 308.6)(FY23: 253.2)(2023: 8.4x). portfolio companyRevenue – we select forward revenues Consumer141.910% sensitivity applied 157.0128.8from our portfolio companies mostly tech(FY23: 110.6)to the revenue–multiple(FY23: 121.4(FY23: 100.0)with reference to financial updates 10% sensitivity applied 157.0128.8in their board packs, adjusted where to the revenue of the (FY23: 121.4)(FY23: 100.0)required in the event we do not have portfolio companyforward-looking information. Our core Hardware & 162.210% sensitivity applied 179.4148.6portfolio makes up 62% (2023: 62%) of Deeptech(FY23: 35.7)to the revenue–multiple(FY23: 38.1)(FY23: 33.2)the GPV and revenue growth in the core portfolio for 2024 is 52% (2023: 68%).10% sensitivity applied 179.4148.6The multiple range has remained to the revenue of the (FY23: 38.1)(FY23: 33.2)consistent with the prior financial portfolio companyDigital year March 2023 but there has been 17.210% sensitivity applied 20.813.9health & an increase to the weighted average (FY23: 34.0)to the revenue–multiple(FY23: 37.0)(FY23: 31.1)wellnessmultiple reflecting the more significant 10% sensitivity applied 20.813.9weighting of larger assets. to the revenue of the (FY23: 37.0)(FY23: 31.1)portfolio companyNAV of All NAV of funds, adjusted where required 313.510% sensitivity applied 344.9282.2underlying – net asset values of underlying funds (FY23: 227.5)to the adjusted NAV of (FY23: 250.3)(FY23: 204.8)fundEnterprise reported by the manager. These are 30.3funds 33.427.3techreviewed for compliance with our (FY23: 26.8)(FY23: 29.5)(FY23: 24.1)policies and are calibrated for any cash Consumer –––and known valuation movements where tech(FY23: –)(FY23: –)(FY23: –)reporting periods do not align.Hardware & 8.59.37.6Deeptech(FY23: 8.6)(FY23: 9.5)(FY23: 7.8)Digital –––health & (FY23: –)(FY23: –)(FY23: –)wellnessOther 274.7302.2247.3(FY23: 192.1)(FY23: 211.3)(FY23: 172.9)*There were no significant inter-relationships between unobservable inputs that materially affect fair values.

v. Valuations processes

The Audit, Risk and Valuations Committee is responsible for ensuring that the financial performance of the Group is properly reported on

and monitored. In addition to continuous portfolio monitoring through the Board positions held in portfolio companies and the Investment

Committee, a bi-annual strategy day is held every six months to discuss the investment performance and valuations of the portfolio companies.

The Investment Team leads discussions focused on business performances and key developments, exit strategy and time lines, revenue and

EBITDA progression, funding rounds and latest capitalisation table, and valuation metrics of listed peers. Valuations are prepared every six months

by the Finance Team during each reporting period, with direct involvement and oversight from the CFO. Challenge and approvals of valuations

are led by the Audit, Risk and Valuations Committee every six months, in line with the Group’s half-yearly reporting periods.

31. 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:

31 March 202431 March 2023 Foreign currency exposures – Investments£m£m Investments – exposures in EUR 650.8 672.3 10% decrease in GBP 723.1 747.0 10% increase in GBP 591.6 611.2 Investments – exposures in USD 275.7 303.1 10% decrease in GBP 306.3 336.7 10% increase in GBP 250.6 275.5

Certain cash deposits held by the Group are denominated in Euros and US Dollars. The theoretical impact of a change in the exchange rate of +/-

10% between GBP and USD/EUR would be as follows:

31 March 202431 March 2023 Foreign currency exposures – Cash£m£m Cash denominated in EUR 4.5 0.5 10% decrease in EUR: GBP 4.1 0.5 10% increase in EUR: GBP 5.0 0.6 Cash denominated in USD 6.3 0.9 10% decrease in USD: GBP 5.7 0.8 10% increase in USD: GBP 7.0 1.0

The c

ombined theoretical impact on Shareholders’ equity of the changes to revenues, investments and cash and cash equivalents of a change in

the exchange rate of +/- 10% between GBP and USD/EUR would be as follows:

31 March 202431 March 2023 Foreign currency exposures – Equity£m£m Shareholders’ Equity 1,247.5 1,194.1 10% decrease in EUR: GBP/USD: GBP 1,134.1 1,085.6 10% increase in EUR: GBP/USD: GBP 1,386.1 1,326.8

Market risk – Price risk

Market price risk arises from the uncertainty about the future prices of financial instruments held in accordance with the Group’s investment objectives.

It represents the potential loss that the Group might suffer through holding market positions in the face of market movements. As stated in

Note 5(a) and Note 30, 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 30). 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.

30. Fair value measurements continued

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 methodologyCalibrated price of Quoted equity £m Revenue-multiple £m NAV of underlying fund £mrecent investment £m-10% +10% -10% +10% -10% +10% -10% +10% As at 31 March 2024 – – (68.2) 71.9 (31.4) 31.4 (27.2) 29.3 As at 31 March 2023 (1.2) 1.2 (43.6) 41.7 (22.8) 22.8 (54.4) 53.6

Giv

en the impact on both private and public markets from current market volatility, which could impact the valuation of our unquoted and quoted

equity investments, we further flexed by 20% in order to analyse the impact on our portfolio of larger market movements. Theoretical impact of a

fluctuation of +/- 20% would have the following impact:

Valuation methodologyCalibrated price of Quoted equity £m Revenue-multiple £m NAV of underlying fund £mrecent investment £m-20% +20% -20% +20% -20% +20% -20% +20% As at 31 March 2024 – – (138.5) 139.2 (62.7) 62.7 (54.7) 57.1 As at 31 March 2023 (2.4) 2.4 (86.9) 82.5 (45.5) 45.5 (109.2) 106.8

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. There is no restricted cash as at 31 March 2024 (restricted cash as at 31 March 2023 included £2.3 million of collateral for

interest payments on the revolving credit facility (see Note 24 (i)). The carrying amount of these assets is approximately equal to their fair value.

Responsibility for liquidity risk management rests with the Board of Molten Ventures plc, which has established a framework for the management

of the Group’s funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and by

continuously monitoring forecast and actual cash flows. The utilisation of the debt facility and requirement for utilisation requests is monitored as

part of this process, the debt facility is not linked to the liquidity of the Group and further drawdowns on the debt facility have been considered

within the Going Concern assessment. For the contractual maturities of the Group’s liabilities see tables below.

Contractual maturities of liabilities Less than Between Between Total contractual at 31 March 2024 (£m)6 months 6–12 months1–2 years2–5 yearscash flows Carrying amount Trade and other payables (9.0) (0.1) – – (9.1) (9.1) Fees on facility – – – – 0.6 0.6 Facility (5.0) (5.0) (95.0) – (105.0) (90.0) Provisions – (0.3) – – (0.3) (0.3) Current lease liabilities – – – – – – Non-current lease liabilities – – – – – –Total shown in the statement of financial position (14.0) (5.4) (95.0) – (113.8) (98.8)

Contractual maturities of liabilities Less than Between Between Total contractual at 31 March 2023 (£m)6 months 6–12 months1–2 years2–5 yearscash flows Carrying amount Trade and other payables (9.1) (0.5) – – (9.6) (9.6) Fees on facility – – – – 1.0 1.0 Facility (4.4) (4.4) (8.8) (116.5) (134.1) (90.0) Provisions – (0.3) – – (0.3) (0.3) Current lease liabilities (0.3) – – – (0.3) (0.3) Non-current lease liabilities – – – – – – Total shown in the statement of financial position (13.8) (5.2) (8.8) (116.5) (143.3) (99.2)

ease liabilities fall due over the term of the lease. The debt facility has a term of three years – for further details, see Note 24(i). 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, Earlybird, Irish Co-Invest and Molten SP I LP strategy, we make commitments to funds to be drawn down over the

life of the fund. Projected drawdowns due by the Company are monitored as part of the monitoring process above.

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FINANCIALS

Notes to the consolidated financial statements

continued

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 (included within the investments held at FVTPL). This

is not included below as the risk is considered as part of the fair value measurement. The Group’s trade receivables are amounts due from the

investment funds under management, or underlying portfolio companies. The Group’s maximum exposure to credit risk is limited to the carrying

amount of trade receivables, cash and cash equivalents, and restricted cash at each period-end is summarised below:

31 March 202431 March 2023 Classes of financial assets impacted by credit risk, carrying amounts£m£m Trade and other receivables 1.6 5.0 Cash and cash equivalents 57.0 22.9 Total 58.6 27.9

The D

irectors 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 2024 is held with the following institutions (and their respective

Moody’s credit rating): (1) Barclays Bank plc (Baa2); (2) HSBC UK Limited (Aa3); and at 31 March 2023, also (3) Investec Bank plc (Baa1). Cash

equivalents at 31 March 2024 comprise of a holding in Goldman Sachs Sterling Government Liquid Reserves Fund (Moody's credit rating AAA-mf).

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 the balance sheet date. During the period, the Group had £90 million term loan which has been

fully drawn and an undrawn £60m revolving credit facility, please refer to Note 24(i) for further details regarding the loan.

In order to maintain or adjust the capital structure, the Group may make distributions to Shareholders, return capital to Shareholders, issue new

shares or sell assets between related parties or otherwise to manage cash.

Interest rate risk

The Group’s interest rate risk arises from borrowings on the £150.0 million Debt Facility with JPM and HSBC, which was entered into in September

2022, at which point £90.0 million term loan was drawn down (31 March 2023: £90.0 million drawn). The Group’s borrowings are denominated in

GBP and are carried at amortised cost.

£38 million was drawn from the revolving credit facility 30 November 2023 and fully repaid on 21 December 2023. Interest was charged at a rate of

SONIA plus 5.50%

The term loan balance remains outstanding at the period-end. The interest charged on future drawdowns will fluctuate with the movements

on SONIA.

31. Financial instruments risk continued 32. 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.

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 70 and 71 of the annual report.

Year ended Year ended 31 March 202431 March 2023£m£m Wages and salaries 2.4 2.1 Defined contribution pension costs 0.2 0.2 Social security contributions and similar taxes 0.3 0.3 Carried interest paid 0.6 1.2 Total 3.5 3.8

The de

tails of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Directors’ Remuneration Report on

page 90, 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 15 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.

On 30 March 2022, Molten Ventures plc entered into an agreement with Softcat plc to provide Molten Ventures plc with fractional CIO services.

Karen Slatford was both the Chair of Softcat plc’s Board and was Chair of Molten Ventures plc’s Board at the time of entering the agreement until

17 January 2023. During the year fees of £Nil have been recognised in relation to the services (31 March 2023: £0.1k), and £Nil remains outstanding

at 31 March 2024 (31 March 2023: £Nil).

Management fees

Fees are received by the Group in respect of the EIS and VCT funds as well as unconsolidated structured entities managed by Esprit Capital

Partners LLP, which is consolidated into the Group. The EIS funds are managed by Encore Ventures LLP under an Investment Management

Agreement; Encore Ventures LLP is a consolidated subsidiary of the Group. Molten Ventures VCT plc is managed under an Investment

Management Agreement by Elderstreet Investments Limited, which is a consolidated subsidiary of the Group. Management fees are received by

the Group in respect of these contracts. See Note 4(b) for further information on consolidation.

Year ended Year ended 31 March 202431 March 2023 Management fees recognised in the statement of comprehensive income resulting from related party transactions £m£mManagement fees from unconsolidated structured entities 14.3 16.8Management fees from EIS and VCT funds 5.6 5.9

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 15 beneficiaries in the year, of which the below was to related parties. Carry payments have been made in respect of Esprit

Capital III LP and Esprit Capital IV LP to key management personnel in FY23 and FY24. Please see the Directors’ Remuneration Report for further

details.

Year ended Year ended 31 March 202431 March 2023£m£m Carry payments 0.6 1.2

MOL

TENVENTURES.COM 149 148 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

32. Related party transactions continued

Performance fees

Performance fees have not been paid during the year by the EIS and VCT funds to Encore Ventures LLP. At 31 March 2024, £0.1 was

unpaid (31 March 2023: £Nil).

Year ended Year ended31 March 202431 March 2023£m£m Performance fees 0.1 –

Unconsolidated structured entities

The Group has exposure to a number of unconsolidated structured entities as a result of its venture capital investment activities.

The Group ultimately invests all funds via a number of limited partnerships and some via Molten Ventures plc’s wholly owned subsidiaries,

Molten Ventures (Ireland) Limited and Molten Venture Holdings Limited. These are controlled by the Group and not consolidated, but they are

held as investments at fair value through profit or loss on the consolidated statement of financial position in line with IFRS 10 (see Note 4(b) for

further details and for the list of these investment companies and limited partnerships). The material assets and liabilities within these investment

companies are the investments, which are held at FVTPL in the consolidated accounts. Please see further details in the table below.

The Group has a beneficial interest to these assets since the acquisition and as such holds them as investments at fair value through profit and loss.

31 March 31 March 20242023 Name of undertaking Registered office Activity Holding Country£m£mLimited Partnership pursuant to which 20 Garrick Street, Esprit Investments (1)(B) LPthe Group and Molten Ventures FoF I 89% England 10.6 14.2London, WC2E 9BTLP hold Fund of Fund investmentsLimited Partnership pursuant to which 20 Garrick Street, Esprit Investments (2) (B) LPthe Group and Molten Ventures FoF I 89% England 51.3 47.5London, WC2E 9BTLP hold Fund of Fund investmentsLimited Partnership pursuant to which 20 Garrick Street, Esprit Investments (2) (B) (i) LPthe Group makes certain investments 100% England – –London, WC2E 9BT(dormant)Molten Ventures (Ireland) 32 Molesworth Street, Investment entity 100% Ireland 951.4 1,041.7LimitedDublin 2, Ireland20 Garrick Street, Limited Partnership pursuant to which Esprit Capital III LP100% England 32.8 33.6London, WC2E 9BTthe Group makes certain investments20 Garrick Street, Limited Partnership pursuant to which Esprit Capital IV LP100% England 8.9 15.5London, WC2E 9BTthe Group makes certain investmentsc/o Maples Corporate Services Limited at PO Limited Partnership pursuant to which Cayman DFJ Europe X LPBox 309, Ugland House, 100%3.2 5.8the Group makes certain investmentsIslandsGrand Cayman, KY1-1104, Cayman Islands20 Garrick Street, Limited Partnership pursuant to which Esprit Investments (1) LP100% England 147.3 169.9London, WC2E 9BTthe Group makes certain investments20 Garrick Street, Limited Partnership pursuant to which Esprit Investments (2) LP100% England 761.8 822.2London, WC2E 9BTthe Group makes certain investmentsIntermediate Company and Molten Ventures Holdings 20 Garrick Street, Qualifying Asset Holding Company 100% England 85 51.9LimitedLondon, WC2E 9BT(“QAHC”)Molten Ventures Investments 20 Garrick Street, Limited Partnership pursuant to which 100% England 29.8 2.5LPLondon, WC2E 9BTthe Group makes certain investmentsLimited partnership under the 20 Garrick Street, Molten Ventures FoF I LPGroup’s management which makes 50% England 14.5 12.4London, WC2E 9BTFund of Fund investmentsLimited Partnership under the Molten Ventures Investments 20 Garrick Street, Group's management which makes 56% England 3.5 -(Ireland) LPLondon, WC2E 9BTIrish domiciled investmentsEsprit Investments (2) (B) (ii) 20 Garrick Street, Limited Partnership pursuant to which 100% England 160.5 153.2LPLondon, WC2E 9BTthe Group makes certain investments20 Garrick Street, Limited Partnership pursuant to which Forward Partners 1 L.P.100% England 11.4 -London, WC2E 9BTthe Group makes certain investments20 Garrick Street, Limited Partnership pursuant to which Forward Partners III L.P.100% England 46.8 -London, WC2E 9BTthe Group makes certain investments

31 March 31 March 20242023 Name of undertaking Registered office Activity Holding Country£m£m20 Garrick Street, Limited Partnership pursuant to which Forward Partners II L.P.100% England 6.8 -London, WC2E 9BTthe Group makes certain investments

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) and Esprit Capital III LP.

Molten Ventures Holdings Limited invests in or via the following limited partnerships: Molten Ventures Investments LP, Molten Ventures FoF I LP,

Esprit Investments (2)(B)(ii) LP, and Molten Ventures Investments (Ireland) I 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.

Vested but unrealised carried interest of £0.6 million is recognised by the Group via Encore I Founder LP (14.5% aggregate carry LP interest) and

Esprit Capital III Carried Interest LP (2.2% aggregate carry LP interest).

33. Capital commitments

The Group makes commitments to Fund of Funds (including funds invested in as part of our partnership with Earlybird) as part of its investment

activity, which will be drawn down as required by the funds over their investment period. Contractual commitments for the following amounts

have been made as at 31 March 2024 but are not recognised as a liability on the consolidated statement of financial position:

31 March 202431 March 2023£m£mUndrawn capital commitments 84.1 87.9Total capital commitments 316.5 316.0

Total fair value to the Group of these seed funds (including Earlybird) is £312.3 million of total investments (31 March 2023: £349.8 million).

34. Ultimate controlling party

The Directors of Molten Ventures plc do not consider there to be a single ultimate controlling party of the Group.

35. 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 30(i) for a reconciliation to the net investment

balance.

This table also shows the Gross to Net movement, which is 94% in the current year calculated as the net investment value (£1,292.1 million) divided

by the GPV (£1,378.9 million). The table reflects a Gross fair value movement of (£18.3 million), on an opening balance of £1,370.8 million, which is a

(1)% percentage change on the 31 March 2022 GPV. This is described in the report as the Gross fair value decrease/increase.

Net Portfolio Value (“NPV”)

The NPV is the net fair value of the Group’s investment holdings after deductions for the fair value of carry liabilities and any deferred tax from

the GPV.

The NPV is the value of the Group’s financial assets classified at “fair value through profit or loss” on the statement of financial position.

NAV per share

The NAV per share is the Group’s net assets attributable to Shareholders divided by the number of shares at the relevant reporting date. See the

calculation in Note 13. Please see further details relating to the calculation of the Net Portfolio Value in Note 30 (i).

Net fair value movement

This is the fair value movement as calculated by dividing the fair value movement, excluding foreign exchange movements, by the opening Gross

Portfolio Value at the relevant period.

Gross fair value movement

This is the fair value movement as calculated by dividing the fair value movement, including foreign exchange movements, by the opening Gross

Portfolio Value at the relevant period.

MOLTENVENTURES.COM 151 150 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

35. Alternative Performance Measures (“APM”) continued

Platform AuM

The latest available fair value of investments held at FVTPL and cash managed by the Group, including funds managed by Elderstreet Investments

Limited, Encore Ventures LLP, and Esprit Capital Partners LLP. This includes a deduction for Molten Ventures plc operating costs budget for the

year. We also refer to the EIS and VCT fund AUM separately within the report.

Operating costs as a % of year end NAV

This is the operating costs, net of fee income and exceptional items divided by year-end NAV.

36. Exceptional items

Exceptional costs primarily consists of costs relating to the acquisition of Forward Partners Group Limited and equity raise which amounted to

£3.6m for the year ended 31 March 2024 (year ended 31 March 2023: £Nil).

The majority of these costs include fees relating to brokers, legal advisory, listing and reporting accountant.

37. Subsequent events

On 30 April 2024, Hologic, Inc, a NASDAQ listed entity, signed definitive agreement to acquire Endomag. The acquisition, which is subject

to completion conditions and regulatory approval as well as working capital and other customary closing adjustments, values Endomag at

approximately $310 million, which is at a slight uplift to NAV.

There are no further post balance sheet events requiring comment.

Notes

Year ended

31 Mar

ch 2024

£m

Year ended

31 March 2023

£m

Non-current assets

Financial assets held a

t fair value through profit or loss 6 1,288.5 1,271.5

Inv

estments in subsidiary undertakings 7 13.4 13.6

operty, plant and equipment 4 0.1 0.4

tal non-current assets 1,302.0 1,285.5

Curr

ent assets

ade and other receivables 9 10.7 13.1

Cash and cash equiv

alents 8 41.5 20.5

tal current assets 52.2 33.6

Curr

ent liabilities

ade and other payables 11 (17.1) (19.1)

Lease liabilities – (0.

tal current liabilities (17.1) (19.4)

Non-curr

ent liabilities

Def

erred tax 16 (11.5) (22.2)

ovisions (0.3) (0.3)

Loans and borr

owings 10 (89.4) (89.0)

tal non-current liabilities (101.2) (111.5)

t assets 1,235.9 1,188.2

quity

Shar

e capital 12 1.9 1.5

Shar

e premium account 12 708.1 615.9

Other r

eserves 13 37.8 33.3

tained earnings 488.1 537.5

Equity

attributable to owners of Molten Ventures plc 1,235.9 1,188.2

The Dir

ectors 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 loss for the year ended 31 March 2024 was £49.4m (31 March 2023: loss of

£224.0 million).

The Company financial statements should be read in conjunction with the accompanying notes. The Company financial statements on pages 153

to 160 were authorised for issue by the Board of Directors on 11 June 2024 and were signed on its behalf.

Ben Wilkinson

Chief Financial Officer

Molten Ventures plc registered number 09799594

MOLTENVENTURES.COM 153 152 ANNUAL REPORT FY24

FINANCIALS

Notes to the consolidated financial statements

continued

Company statement of financial position

As at 31 March 2024

Year ended 31 March 2024

£m

Note

capital

premium

Other

reserves

Retained

earnings

Total

equity

Brought forward as at 1 April 2023 1.5 615.9 33.3 537.5 1,188.2

Comprehensive income/(expense) for the year

Loss for the year – – – (49.4) (49.4)

Total comprehensive income/(expense) for the year – – – (49.4) (49.4)

Contributions by and distributions to the owners:

Contribution of equity, net of transaction costs and tax 12 0.4 - 36.9 – 37.3

Share premium 12 – 55.3 – – 55.3

Options granted and awards exercised 14 – – 4.5 – 4.5

Total contributions by and distributions to the owners 0.4 55.3 41.4 – 97.1

Balance as at 31 March 2024 1.9 671.2 74.7 488.1 1,235.9

Year ended 31 March 2023

£m

Note

capital

premium

Other

reserves

Retained

earnings

Total

equity

Brought forward as at 1 April 2022 1.5 615.9 28.9 761.5 1,407.8

Comprehensive income/(expense) for the year

Loss for the year – – – (224.0) (224.0)

Total comprehensive income/(expense) for the year – – – (224.0) (224.0)

Contributions by and distributions to the owners:

Issue of share capital 12 – – – – –

Share premium 12 – – – – –

Options granted and awards exercised 14 – – 4.4 – 4.4

Total contributions by and distributions to the owners – – 4.4 – 4.4

Balance as at 31 March 2023 1.5 615.9 33.3 537.5 1,188.2

The consolidated financial statements should be read in conjunction with the accompanying notes.

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 2024 or in the prior financial year ending 31 March 2023.

2. Critical accounting estimates and judgements

The Directors have made judgements and estimates with respect to those items that have made the most significant effect on the carrying

amounts of the assets and liabilities in the financial statements. The Directors have concluded that the critical judgements and estimates in the

Company financial statements are consistent with those applied in the consolidated financial statements, further details of which can be found in

Note 5 of the consolidated financial statements.

3. Investments in subsidiary undertakings

Investments in subsidiaries are held at cost less any provision for impairment with the exception of unconsolidated investment entity subsidiaries

that are held at fair value.

4. Property, plant and equipment

Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised to write

off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method, on the following basis:

Leasehold improvements – over the term of the lease

Fixtures and equipment – 33% p.a. straight line

Computer equipment – 33% p.a. straight line

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting year, with the effect of any

changes in estimate accounted for on a prospective basis

31 March 2024

Right-of-use

assets

£m

Leasehold

improvements

£m

Computer

equipment

£m

Total

£m

Cost

Cost carried forward as at 1 April 2023 1.6 0.8 0.2 2.6

Additions during the year

– – – –

Disposals during the year

– – – –

Cost as at 31 March 2024

1.6 0.8 0.2 2.6

Accumulated depreciation

Depreciation carried forward as at 1 April 2023

(1.4) (0.7) (0.1) (2.2)

Charge for the year

(0.2) – (0.1) (0.3)

Disposals during the year

– – – –

Accumulated depreciation as at 31 March 2024

(1.6) (0.7) (0.2) (2.5)

Net book value

As at 31 March 2024

– 0.1 – 0.1

As at 31 March 2023

0.2 0.1 0.1 0.4

MOLTENVENTURES.COM 155 154 ANNUAL REPORT FY24

FINANCIALS

Company statement of changes in equity

For the year ended 31 March 2024

Notes to the company financial statements

As at 31 March 2023

Right-of-use

asse

£m

Leasehold

improvements

£m

Computer

equipment

£m

Total

£m

Cost

ost carried forward as at 1 April 2022 1.6 0.8 0.2 2.6

Additions during the year – – – –

isposals during the year – – – –

ost as at 31 March 2023 1.6 0.8 0.2 2.6

ccumulated depreciation

Depr

eciation carried forward as at 1 April 2022 (1.0) (0.6) (0.1) (1.7)

Char

ge for the year (0.4) (0.1) – (0.5)

isposals during the year – – – –

ccumulated depreciation as at 31 March 2023 (1.4) (0.7) (0.1) (2.2)

et book value

As a

t 31 March 2023 0.2 0.1 0.1 0.4

As a

t 31 March 2022 0.6 0.2 0.1 0.9

o “fixtures and equipment” are held by the Company.

5. Results for the parent company

The Auditors’ remuneration for audit services and other services is disclosed in Note 10 to the consolidated financial statements.

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

Name of undertaking Registered office Activity Holding Country

31 March

202

£m

31 March

2023

£m

Esprit Investments (1) (B) LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group and Molten Ventures FoF I

LP hold Fund of Fund investments

100% England 10.6 14.2

Esprit Investments (2) (B) LP

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group and Molten Ventures FoF I

LP hold Fund of Fund investments

100% England 53.1 47.5

Molten Ventures (Ireland)

Limited

32 Molesworth

Street, Dublin 2,

Ireland

Investment entity 100% Ireland 951.5 1,041.70

Molten Ventures Holdings

Limited

20 Garrick Street,

London WC2E 9BT

Intermediate Company and Qualifying

Asset Holding Company (“QAHC”)

100% England 85 51.9

Esprit Investments 2(B)(i) LP

20 Garrick Street,

London WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments

100% England – –

Esprit Investments 2(B)(ii)

20 Garrick Street,

London WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments

100% England 123.3 116.2

Forward Partners 1 L.P.

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments

100% England 11.4 –

Forward Partners III L.P.

20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments

100% England 46.8 –

Forward Partners II L.P. 20 Garrick Street,

London, WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments

100% England 6.8 –

Totals 1,288.5 1,271.5

31 March

2024

£m

31 March

2023

£m

As at 1 April 1,271.5 1,379.7

Investments made in the year

65.3 138.2

Loans made/repaid from underlying investment vehicles

(38.9) (48.1)

Changes on gains on in

vestments held at fair value through profit or loss (9.4) (198.3)

Totals 1,288.5 1,271.5

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.

4. Property, plant and equipment continued 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 2024 (2023: £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 2024, the total investment in subsidiary undertaking is £1.05 million made up of

initial ownership and the cash consideration (31 March 2023: £1.05 million).

On 27 November 2020, Molten Ventures Employee Benefit Trust (the “Trust”) was set up to operate as part of the employee share option schemes.

The Trust is funded via a loan from Molten Ventures plc, which is included in trade and other receivables on the company statement of financial

position.

On 14 March 2024, Molten Ventures plc acquired 100% of the issued capital of Forward Partners plc in an all share acquisition scheme of

arrangement, in a ratio of one new Molten Ventures plc ordinary share for every nine Forward Partners plc ordinary shares. In accordance with

IFRS 3, step acquisition accounting was applied as the Company held a 0.76% equity interest in Forward Partners plc before acquisition, at a fair

value of £0.5m. The Company therefore recognised a loss of £0.04m on completion of the acquisition as a result of remeasuring this equity interest

at fair value on 14 March 2024. Molten Ventures plc issued 14.8m new shares in exchange for the issued share capital of Forward Partners plc. This

equates to consideration of £37.0m based on the closing Molten Ventures plc share price on 14 March 2024 of £2.504 pence per share.

8. Cash and cash equivalents

31 March 2024

£m

31 March 2023

£m

Cash at bank and on hand 21.3 20.5

Cash equivalents 20.2 –

Total 41.5 20.5

Cash on hand earns interest at floating rates based on daily bank deposit rates. Cash equivalents represent monies held in a Sterling Government

Liquid Reserves Money Market Fund which can be redeemed daily.

9. Trade and other receivables

31 March 2024

£m

31 March 2023

£m

Trade receivables 0.3 0.8

Other

receivables and prepayments 0.9 1.9

oans made to Group companies 9.5 9.5

tercompany debtors – 0.9

tal 10.7 13.1

10. Loans and borrowings

Molten Ventures have an agree £150.0 million net asset value facility with J.P. Morgan Chase Bank N.A. (“JPM”) and HSBC (the “Debt Facility”).

The Debt Facility comprises a £90.0 million term loan and a revolving credit facility (“RCF”) of up to £60.0 million on three- and two- year tenors

respectively, both with one-year extensions up to five years and is secured against various assets and LP interests in the Group. The Debt Facility

interest rate is SONIA plus a margin of 5.5% per annum.

11. Trade and other payables

31 March 2024

£m

31 March 2023

£m

Trade payables (0.2) (0.4)

Other

taxation and social security (0.2) (0.2)

tragroup creditors (9.2) (11.2)

Other

payables (0.2) (2.4)

ccruals and deferred income (7.3) (4.9)

tal (17.1) (19.1)

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.

MOLTENVENTURES.COM 157 156 ANNUAL REPORT FY24

FINANCIALS

Notes to the company financial statements continued

12. Share capital and share premium

31 March 2024 – Allotted and fully paid Number Pence £m

At the beginning of the year 152,999,853 1 1.5

Issue of share capital during the year for cash

21,261,548 1 0.2

Share-for-share exchange

14,785,049 1 0.2

At the end of the year 189,046,450 1 1.9

In December 2023, the Company raised equity by issuing 21,261,548 new ordinary shares at 1 pence.

In February 2024, the Company exchanged 14,785,049 ordinary shares as part of the Forward Partners Group Limited acquisition.

31 March 2023 - Allotted and fully paid Number Pence £’m

At the beginning of the year 152,999,853 1 1.5

Issue of share capital during the year

– – –

t the end of the year 152,999,853 1 1.5

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 26 of the consolidated financial statements.

13. Other reserves

Movements in other reserves are explained in Note 27 of the consolidated financial statements.

14. Share-based payments

The Company operates a share option scheme that is explained in Note 15 of the consolidated financial statements. The Company operates the

share option scheme within the Group, therefore, the details provided in Note 15 are also applicable to the Company.

15. Employee information

Employee benefit expenses (including Directors) comprise

Year ended

31 March 2024

£m

Year ended

31 March 2023

£m

Wages and salaries 10.8 8.3

Defined contribution pension costs 1.0 0.8

Benefits (healthcare and life assurance) 0.3 0.3

Recruitment costs 0.2 0.2

Social security contributions and similar taxes 1.4 1.2

General employee and employee related expenses 13.7 10.8

Share-based payment expense arising from Company share option scheme 4.8 4.4

Total employee benefit expenses 18.5 15.2

The monthly average number of persons (including Executive and Non-Executive Directors) employed by the Company during the year was:

Year ended

31 March 2024

Number

Year ended

31 March 2023

Number

Executive Directors 3 3

on-Executive Directors 4 5

vestment 22 22

frastructure 24 26

tal 53 56

frastructure comprises finance, marketing, human resources, legal, IT, ESG, investor relations and administration.

At 31 March 2024, there were five Non-Executive Directors (31 March 2023: five). See Nomination Committee report for further details of changes

in the year.

16. Deferred tax

Deferred tax is calculated in full on temporary differences under the balance sheet liability method using the tax rate expected to apply when the

temporary differences reverse. See breakdown below:

31 March 2024

£m

31 March 2023

£m

Arising on the investment portfolio (9.8) (20.9)

Arising on shar

e-based payments (1.6) (1.0)

Other

timing differences (0.1) (0.3)

ferred tax liability (11.5) (22.2)

t the end of the period (11.5) (22.2)

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 18 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

olten Ventures (Ireland) Limited

Investment entity

100%

32 Molesworth Street,

Dublin 2, Ireland

Esprit Investments (1) (B) LP Limited Partnership pursuant to which the

ompany and Molten Ventures FoF I LP hold

Fund of Fund investments

100% 20 Garrick Street, London

WC2E 9BT United Kingdom

Esprit Investments (2) (B) LP

Limited Partnership pursuant to which the

Company and Molten Ventures FoF I LP hold

Fund of Fund investments

100% 20 Garrick Street, London

WC2E 9BT United Kingdom

ow 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

C2E 9BT United Kingdom

Molten Ventures Holdings Limited Intermediate Company and Qualifying Asset

olding Company (“QAHC”)

100% 20 Garrick Street, London

WC2E 9BT United Kingdom

Esprit Investments (2)(B)(i) LP Limited Partnership pursuant to which the Group

mak

es certain investments

100% 20 Garrick Street, London

WC2E 9BT United Kingdom

Esprit Investments (2)(B)(ii) LP Limit

ed Partnership pursuant to which the Group

makes certain investments

100% 20 Garrick Street, London

WC2E 9BT United Kingdom

Forward Partners Group Limited Limited Partner to the Forward Funds 100% 20 Garrick Street, London

C2E 9BT United Kingdom

Molten Ventures (Nominee) Limited is held at cost £Nil (2023: £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.

A minority holding in Esprit Investments (1) (B) LP & Esprit Investments (2) (B) LP was sold within the financial year ended 31 March 2023 to internal and external parties.

The investments are held through the investment companies as set out in Note 30 in the consolidated financial statements at their respective

net asset values, and as such, are all noted to be Level 3 for FY24 and FY23. The difference between investments disclosed in Note 30 of the

consolidated financial statements and the Company investments relate to interests in unvested carried interest held by subsidiaries of Molten

Ventures plc, which are included in the consolidated financial statements at FVTPL but are not included in the Company financial statements.

Unvested carried interest is carried interest, which is yet to vest, but would be due on realisation of assets based on measurement date fair

values of investments. See table below for a reconciliation to the investment figure in Note 30 of the consolidated financial statements and the

investments figure on the Company statement of financial position.

Year ended

31 March 2024

£m

Year ended

31 March 2023

£m

Molten Ventures plc investments held at fair value through profit or loss 1,288.5 1,271.5

air value of investments held in other Group entities* 3.6 5.5

tal 1,292.1 1,277.0

*Refers to the fair value of investments not held by Molten Ventures plc but included within the Consolidated Statement of Financial Position.

The Company holds investments at FVTPL. Refer to Note 30 for the Group’s policies with respect to fair value measurements and Note 2 of the

Company financial statements.

MOLTENVENTURES.COM 159 158 ANNUAL REPORT FY24

FINANCIALS

Notes to the company financial statements continued

18. Financial instruments risk

In the normal course of business, the Company uses certain financial instruments including cash, trade and other receivables and investments.

The Company is exposed to a number of risks through the performance of its normal operations. Refer to Note 31 of the consolidated financial

statements.

19. Related party transactions

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the

Company, and are considered to be the Directors of the Company listed on pages 70 to 71.

Year ended

31 March 2024

£m

Year ended

31 March 2023

£m

Wages and salaries 2.4 2.1

Defined contribution pension costs 0.2 0.2

Social security contributions and similar taxes 0.3 0.3

Carried interest paid 0.6 1.2

Total 3.5 3.8

The details of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Directors’ Remuneration Report on

page 90, form part of these financial statements.

Other related party transactions

Please refer to Note 32 in the consolidated financial statements for further details on related party transactions. In addition to the transactions

referenced in Note 32, the below transactions eliminate on consolidation but are relevant for the Company:

As at 31 March 2024, 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 2023: £9.5 million).

During the year, £1.8 million (year ended 31 March 2023: £2.0 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 , Molten Ventures plc owed £0.1 million

(31 March 2023: due £0.2 million). 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, £0.4 million (year to 31

March 2023: £0.4 million), with a balance outstanding at year-end of £Nil (31 March 2023: £Nil) for overheads, including use of office space at 20

Garrick Street, staff, and fixed assets.

During the year, the Company transferred certain fund of fund investments totalling £nil (31 March 2023: £26.2m) from Esprit Investments 1(B) LP

and Esprit Investments 2(B) LP to a newly formed entity, Molten Ventures FoF I LP as part of a strategy for the syndication of Fund of Funds.

20. Subsequent events

Please refer to Note 37 of the consolidated financial statements.

Directors

Laurence Hollingworth (Chairman) (appointed 2 January 2024)

Grahame Cook (Senior Independent Director)

Martin Davis (Chief Executive Officer)

Stuart Chapman (Executive Director)

Ben Wilkinson (Chief Financial Officer)

Gervaise Slowey (Non-Executive Director)

Sarah Gentleman (Non-Executive Director)

Lara Naqushbandi (Non-Executive Director) (appointed 11 Sept 2023)

Richard Pelly (Non-Executive Director) (retired 26 July 2023)

Registered office

20 Garrick Street

London

England

WC2E 9BT

United Kingdom

Website

www.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

9-12 Dawson Street

Dublin 2

D02 YX99

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)

Taylor Wessing Ireland LLP

58 Fitzwilliam Square North

D02 HP73 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

Investor Relations Adviser

Equitory

33 Queen Street Pl

London

EC4R 1AP

United Kingdom

Principal Bankers

Barclays Bank Plc

1 Churchill Place

London

E14 5HP

United Kingdom

JP Morgan Chase Bank, N.A., London Branch

25 Bank Street

London

E14 5JP

United Kingdom

HSBC Innovation Bank Limited

Alphabeta

14–18 Finsbury Square

London

EC2A 1BR

United Kingdom

Registrar

Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

United Kingdom

Company Secretary

Gareth Faith

MOLTENVENTURES.COM 161 160 ANNUAL REPORT FY24

FINANCIALS

Notes to the company financial statements continued Board, management and administration

The production of this report supports the work of the

Woodland Trust, the UK’s leading woodland conservation

charity. Each tree planted will grow into a vital carbon stor

helping to reduce environmental impact as well as cr

eating

natural havens for wildlife and people.

In this report, where the context permits, the expressions set out below shall bear the following meaning:

“Act”

the UK Companies Act 2006.

“AIM”

AIM, the market of that name operated by the London Stock Exchange.

“Audit, Risk and Valuations Committee”

the Audit, Risk and Valuations Committee of the Board.

“AUM”

assets under management.

“BoE”

Bank of England.

“BVCA”

British, Private Equity & Venture Capital Association.

“Company” or “Molten Ventures” or “Plc”

Molten Ventures plc (formerly Draper Esprit plc), a company incorporated in England and Wales

with registered number 09799594 and having its registered office at 20 Garrick Street, London

WC2E 9BT.

“Core Portfolio” or “Core Portfolio

Companies”

the companies that generally represent highest fair value to Molten, which account for

approximately 62% of the overall portfolio value based on fair values as at 30 September 2023.

“DEF” or “Digital East Fund”

Digital East Fund 2013 SCA SICAR.

“Directors” or “Board”

the directors of the Company from time to time.

“Earlybird Growth Opportunities fund”

Earlybird Growth Opportunities Fund I GmbH & Co. KG.

“Earlybird Fund IV”

Earlybird GmbH & Co. Beteiligungs-KG IV.

“Earlybird Fund VI”

Earlybird DWES Fund VI GmbH & Co. KG.

“Earlybird Fund VII”

Earlybird DWES Fund VII GmbH & Co. KG.

“EIS”

The EIS funds managed by Encore Ventures LLP (Co. Reg. No. OC347590), which sits outside of the

Group under the management of Encore Ventures. EIS funds being Enterprise Investment Scheme

under the provisions of Part 5 of the Income Tax Act 2007.

“Elderstreet”

Elderstreet Investments Limited, a private company limited by shares incorporated in England and

Wales under registration number 01825358 with its registered office at 20 Garrick Street, London

WC2E 9BT.

“Encore Funds”/“EIS funds”

DFJ Esprit Angels’ EIS Co–Investment Fund, DFJ Esprit Angels’ EIS Co–Investment II, DFJ Esprit EIS.

III, DFJ Esprit EIS IV, Draper Esprit EIS 5, Molten Ventures EIS, Molten Ventures KI EIS 23/24 and each

an “Encore Fund”.

“Encore Ventures”

Encore Ventures LLP, a limited liability partnership incorporated in England and Wales under the

registration number OC347590, which sits outside of the Group under the management of Encore

Ventures, with its registered office at 20 Garrick Street, London WC2E 9BT.

“ESG”

Environmental, Social and Governance.

“Esprit Capital”/“ECP”

Esprit Capital Partners LLP, a limited liability partnership incorporated in England and Wales under

the registration number OC318087 with its registered office at 20 Garrick Street, London WC2E 9BT,

the appointed managing vehicle of Molten Ventures plc.

“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”

"Forward Partners"

the UK Financial Conduct Authority.

Forward Partners Group Limited, a private company limited by shares incorporated in England and

Wales under registration number 13244370 with its registered office at 20 Garrick Street, London

WC2E 9BT.

“Fund of Funds”

seed and early stage funds invested in by the Group.

“Gross Portfolio fair value movement”

the increase or decrease in the fair value of the portfolio of investee companies held by funds

controlled by the Company before accounting for deferred tax (via Molten Ventures (Ireland)

Limited), external carried interest and amounts co-invested.

“Gross Portfolio Value”

Gross Portfolio Value is the value of the portfolio of investee companies held by funds controlled by

the Company before accounting for deferred tax, external carried interest and amounts co-invested.

“Group”

the Company and its subsidiaries from time to time and, for the purposes of this document,

including Esprit Capital and its subsidiaries and subsidiary undertakings.

“HMRC”

HM Revenue & Customs.

“Forward Partners”

Forward Partners Group Limited, a private company limited by shares incorporated in

England and Wales under registration number 13244370 with its registered office at

20 Garrick Street, London WC2E 9BT.

“HSBC”

HSBC Innovation Bank Limited.

“IFRS” or “IFRSs”

International Financial Reporting Standards, as adopted for use in the European Union.

“IPO”

initial public offering

“IPEV Guidelines”

the International Private Equity and Venture Capital Valuation Guidelines, as amended from time

to time.

“IRR”

the internal rate of return.

“Investment Committee”

the Investment Committee of ECP.

“Investment Team”

the Partnership Team and Platform Team as described on the Company’s website.

“JPM”

J.P. Morgan Chase Bank N.A. London Branch

“Main Market”

the London Stock Exchange plc’s main market for listed securities and the regulated market of

Euronext Dublin.

“Net Asset Value”/“NAV”

the value, as at any date, of the assets of the Company and/or Group after deduction of all liabilities

determined in accordance with the accounting policies adopted by the Company and/or Group

from time to time.

“Net Portfolio Value”

the value of the portfolio of investee companies held by funds controlled by the Company after

accounting for deferred tax, external carried interest and amounts co-invested and recognised on

the statement of financial position.

“Ordinary Shares”

ordinary shares of £0.01 pence each in the capital of the Company.

“PricewaterhouseCoopers” or “PwC”

PricewaterhouseCoopers LLP, a limited liability partnership registered in England and Wales with

registered number OC303525 and having its registered office at 7 More London Riverside, London

SE1 2RT.

“SONIA”

is the Sterling Overnight Index Average, an interest benchmark administered by the Bank of

England.

“Shareholder”

Shareholders of Molten Ventures plc

“TCFD”

Task Force on Climate-Related Financial Disclosures.

“VC”

Venture Capital.

“VCT”/“VCT funds”

the VCT fund of Molten Ventures VCT plc (Co. Reg. No.03424984), which sits outside of the Group

under the management of Elderstreet. VCT being Venture Capital Trusts under the provisions of

Part 6 of the Income Tax Act 2007.

MOLTENVENTURES.COM

163 162 ANNUAL REPORT FY24

FINANCIALS

Glossary