Molten Ventures plc
20 Garrick Street
London WC2E 9BT
Tel: +44 (0)20 7931 8800
Molten Ventures plc
Annual report FY23
REGISTRATION NUMBER: 09799594
A
n
n
u
a
l
r
e
p
o
r
t
F
Y
2
3
Contents
Overview
01 Performance highlights
02 Our business at a glance
Strategic Report
06 Chair’s introduction
08 CEO’s statement
12 Market overview
14 Business model
18 Our strategy
19 KPIs
20 Strategy in action
20 Case Study: Fund of Funds
22 Case Study: Deeptech
24 Financial review
28 Our portfolio
30 Activities in the year
30 What’s in a share?
31 Portfolio review
46 Sustainability overview
48 Activities in the year
50 Our ESG policy in action
51 Responsible investment
52 Alignment of portfolio to UN SDGs
54 Portfolio engagement in ESG
56 ESG – Environmental
59 Molten Ventures Climate Strategy
63 TCFD report
72 ESG – Social
75 ESG – Governance
76 Stakeholder engagement
79 Section 172 statement
80 Risk management
82 Principal risks
91 Viability statement
Corporate governance statement
Board of directors
Board leadership
Governance Report
94 Governance ‘at a glance’
95
96
98
100 Division of responsibilities
102 Composition, succession and evaluation
104 Nomination committee report
107 ESG committee report
108 Audit, risk and valuations committee report
111 Directors’ remuneration report
128 Directors’ report
131
Statement of directors’ responsibilities
Financials
134 Independent auditors’ report
141 Consolidated statement of comprehensive
income
142 Consolidated statement of financial position
143 Consolidated statement of cash flows
144 Consolidated statement of changes in equity
145 Notes to the consolidated financial statements
179 Company statement of financial position
180 Company statement of changes in equity
181 Notes to the company financial statements
187 Board, management and administration
188 Glossary
Performance highlights
Financial highlights
£1,371m
Gross Portfolio Value*
(31 March 2022: £1,532m)
£1,194m
Net assets
(31 March 2022: £1,434m)
780p
NAV per share*
(31 March 2022: 937p)
-16%
Gross Portfolio fair value movement*
(31 March 2022: 37%)
£138m
Cash invested in the year, and a further
£41m from EIS/VCT funds
(year to 31 March 2022: £311m from plc
and £45m from EIS/VCT funds)
£23m
Consolidated Group cash
(31 March 2022: £78m)
<0.1%
Operating costs (net of fee income) continue
to be substantially less than the targeted 1%
of year-end NAV (31 March 2022: <0.1%)
£48m
Cash proceeds from realisations
(year to 31 March 2022: £126m)
-£243m
Loss after tax
(year to 31 March 2022: Profit of £301m)
£150m
Expanded debt facility
(£90m drawn at 31 March 2023)
*The above figures contain alternative performance measures (“APMs”) - see Note 33
for reconciliation of APMs to IFRS measures. See the Glossary on page 188 for defined
terms.
ESG highlights
• Delivered on ESG targets as part of a broader ESG roadmap, including our first
Climate Disclosure Project (CDP) submission.
• Strategic and tactical support through portfolio engagement events, focusing on
ESG-related risks and opportunities; and toolkit resources to assist with development
of portfolio companies’ own ESG strategies.
•
Implemented a Climate Strategy which defines the Group’s greenhouse gas
reduction targets, KPIs and roadmap to net zero, see page 59.
• Developed and formalised Molten’s Corporate Purpose, in alignment with the
Group’s ESG Policy.
• Developed and published a Group Human Rights Policy.
OVERVIEW
Highlights
• Cash investments of £138m during the year from the
Molten Ventures balance sheet (year to 31 March 2022:
£311m), with a further £41m from EIS/VCT funds (year
to 31 March 2022: £45m).
• Made eight primary investments with a combined
funding of £61m; and £44m in 17 companies for
follow-on deals and secondaries (direct).
• Successful first close and syndication of part of our
Fund of Funds programme.
• Committed to 18 new seed funds via our Fund of
Funds programme, bringing the overall Fund of
Funds portfolio to 75 funds.
• Cash proceeds from realisations during the year of
£48m.
• Portfolio remains well funded with more than £1bn
of capital raised by investee companies in the last 12
months, of which over 90% have been at higher or
equivalent valuations than our holding value.
• Over 80% of companies in the Core portfolio with at
least 18 months of cash runway as at 31 March 2023
(based on existing budgets and growth plans).
• Reported weighted average revenue growth of our
Core portfolio of 39% in the calendar year 2022 and
forecast to be over 65% for calendar year 2023.
Post period-end
• As part of our portfolio management and to generate
additional liquidity, we have agreed a secondary
sale for 10% of our Earlybird Fund VI investment on
28 April 2023, realising €14 million (£13 million).
MOLTENVENTURES.COM
01
Our business at a glance
OVERVIEW
Our unique approach
We are different
Our public listing grants us evergreen capital,
while our multi-fund model offers us flexibility
to provide entrepreneurs with backing from
a variety and breadth of investors, across their
company’s lifecycle.
We create value
Investors get access to some of the
fastest growing private technology
companies. Entrepreneurs get a
more flexible approach to funding.
Our purpose
Molten advances
society through
technological
innovation.
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 attempt to push things forward
and make the world better.
We have a proven track record
Our Investment Team have a long
history of investing in tech and a
strong track record.
We are here for the journey
Whether we invest in multiple rounds or just
the one, we are with our portfolio companies
for the long term — devoting time and energy
to help them grow.
Total investments by type in FY23
Breakdown of £138m balance sheet investments.
£44m
Follow-ons
£26m
Fund of Funds
£7m
Earlybird
£61m
Primary
Performance update
£1,371m
Gross Portfolio Value*
at 31 March 2023
£138m
Balance sheet investments during the year
£48m
Cash proceeds from realisations during the year
-£251m
Gross Portfolio fair value growth*
*The above figures contain alternative performance
measures (“APMs”) – see Note 33 for reconciliation of
APMs to IFRS measures. See the Glossary on page 188
for defined terms.
FOR MORE INFO SEE PAGE 30
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.
02
ANNUAL REPORT FY23
MOLTENVENTURES.COM
03
Strategic
Report
Contents
Strategic Report
06 Chair’s introduction
08 CEO’s statement
12 Market overview
14 Business model
18 Our strategy
19 KPIs
20 Strategy in action
20 Case Study: Fund of Funds
22 Case Study: Deeptech
24 Financial review
28 Our portfolio
30 Activities in the year
30 What’s in a share?
31 Portfolio review
46 Sustainability overview
48 Activities in the year
50 Our ESG policy in action
51 Responsible investment
52 Alignment of portfolio to UN SDGs
54 Portfolio engagement in ESG
56 ESG – Environmental
59 Molten Ventures Climate Strategy
63 TCFD report
72 ESG – Social
75 ESG – Governance
76 Stakeholder engagement
79 Section 172 statement
80 Risk management
82 Principal risks
91 Viability statement
04
ANNUAL REPORT FY23
MOLTENVENTURES.COM
05
STRATEGIC REPORT Chair’s introduction
...the UK and Europe
continues to be a
phenomenal place to build
and grow technology
businesses.. .
Grahame Cook
Chair
Molten Ventures has continued to make significant progress during
the year despite what has been a challenging twelve months for all
businesses but not least in the technology industry. I am impressed by
the Molten team and its ability to adapt to a new normal, enabling us to
invest in and support Europe’s best technology entrepreneurs.
The year under review has been the most volatile period for the
technology industry since the Global Financial Crisis, if not the dot com
crash more than two decades ago. While this environment will not be
without precedent for the most experienced in our Investment Team, its
impact has led to the first decline in Gross Portfolio Value since our IPO
seven years ago.
Nonetheless, it is a matter of consensus that technological innovation
is continuing to transform our lives. The underlying performance of
technology businesses continues to be very strong, and the response
to the fall of Silicon Valley Bank (SVB) in the US and UK is an encouraging
sign that tech is a genuine government policy priority globally. In the
UK, the Chancellor’s announcement in the Spring Budget that the
government will look to unlock defined contribution pension fund
investment into the nation’s most innovative firms is further evidence
of this.
This ambition is not confined to the UK. The European Union’s recent
Climate Bill emphasises the role of new technologies in achieving its
net zero ambitions for the continent, while President Macron has set
France the goal of a hundred unicorns by 2030 in recognition of the
contribution of the technology sector to economic growth, and societal
progress more widely.
We are glad to see this increased belief in our industry, which reinforces
Molten’s long-held view that the UK and Europe continues to be
a phenomenal place to build and grow technology businesses. It
is also in part recognition that technological innovation continues
despite the macroeconomic environment, and that many of the most
generation-defining companies, from Ford to Google, were developed
in a downturn.
Listing what was then Draper Esprit was a radical and unconventional
step for a venture capital business. Despite the challenging market
conditions, we continue to believe that publicly listed venture capital is
a powerful force for both supporting entrepreneurs in achieving their
extraordinary potential, and in providing a wide range of individuals
and institutions who seek to invest for the long term with access to
high-growth, privately owned technology companies.
Since last year’s AGM, we have written to Shareholders
to outline our proposed revised approach to Executive
remuneration. In light of the feedback received and, to
align with best practice guidance, we are proposing to
make changes to how our Directors’ Remuneration Policy
is implemented for FY24 as detailed in the Remuneration
Report. The Board would like to thank Shareholders who
took part in this process.
Grahame Cook
Interim Chair
In January 2023, we announced that Karen Slatford had
stepped down as Chair of the Board. Karen played a
critical role in developing the business and since her
appointment as Chair of the Board in June 2016 made
an immeasurable contribution to the strategic direction
of our business, including our move to the London Stock
Exchange’s Main Market in 2021 and subsequent rebrand
to Molten Ventures. Karen personified Molten’s purpose
in bringing brainpower, passion, and energy to solving
problems and transforming the way the world works. I’d
like to thank Karen again for her years of service to our
business and wish her the very best.
Karen will be a hard act to follow, and the Board has
commenced a rigorous process to identify the next Chair
of Molten. Richard Pelly, another Board member who has
served since before the IPO, intends to retire from the
Board in accordance with our agreed succession plan,
following the upcoming Annual General Meeting on 26
July 2023. We are grateful for Richard’s service as a Non-
Executive Director, and more recently his work as the
designated Director for engagement with the workforce.
A summary of the process for succession and activities
completed in our succession planning thus far is included
in the Nomination Committee report and we anticipate
announcing the appointment of new Directors and any
changes to roles and responsibilities no later than the
release of our interim results.
As we have set out previously, Molten is proud to be
playing a part in society’s increasingly important mission
to achieve a sustainable future. This push from Molten
is two-fold, both through our consideration of ESG in
investment decision-making and our excitement about
Climate Tech investment opportunities. We also continue
to develop our reporting and remuneration structure in
line with ESG initiatives.
06
ANNUAL REPORT FY23
MOLTENVENTURES.COM
07
STRATEGIC REPORT We have continued to build third-party assets and grow
fee income (£23 million during the year) which will further
offset our cost base, benefiting our Shareholders by
reducing the cost of the investment return we make. I
expect this to become an increasing proportion of our
overall deployment, enabling us to provide access to
high growth private assets for a range of co-investors. We
already manage c. £400 million of assets via our EIS and
VCT strategies which we anticipate will continue to grow,
while at the same time continuing to syndicate our Fund
of Funds programme, which provides strong returns,
deal flow and insights; delivering access to the next
generation of disruptive technology companies from
across the UK and Europe.
The steps we have taken to grow and mature our
platform and model in FY23 have left us in a strong
position, as we move forward to identify and capture
investment opportunities to transition into the next stage
of the cycle. As ever, we expect the approach of Molten’s
experienced Investment Team will continue to be an
attractive proposition to founders.
Disciplined capital deployment
With equity markets depressed and rising debt costs,
IPO and M&A volumes were significantly lower during
FY23, delaying exits across the whole VC industry. We
have reduced our highly liquid listed holdings which,
alongside the emphasis on cash preservation in the
second half, acted to strengthen our balance sheet
position. I am pleased that we have been able to
generate more capital from realisations than we have
deployed in the second half of the year.
Capital deployed during the year was £138 million
(compared to £311 million in FY22). This was heavily
weighted towards the first half of the year when £112
million was deployed, reflecting several commitments
and follow-ons from deals from the prior year reaching
completion as well as drawdowns from our Fund of
Funds programme.
The significant reduction in deployment (when
compared to FY22) reflects a focus on cash preservation
and balance sheet management. Quality of investment
opportunities remained a consistent focal point and
we continued to invest capital wisely while remaining
disciplined around the quality and number of deals. Our
portfolio remains focused across technology and within
that, we are particularly excited by emerging subsectors
such as Climate Tech and Artificial Intelligence (AI).
In the year, we participated in new deals and follow-on
rounds in sub sectors which we feel are poised for strong
growth; including Vaultree and Worldr (cyber), Aktiia and
Clue (digital health), and BeZero and Altruisitiq (climate).
CEO’s statement
Our focus for this period
has been centred on the
active management of
our portfolio, and the
adaptation of our
business to respond
positively in the face
of market pressures.
Martin Davis
Chief Executive Officer
While economic uncertainties persist, we are beginning to see
signs of stabilisation. Molten Ventures is well positioned to manage
through the downturn and to respond to any recovery, while
capitalising on opportunities in the market that enable us to deliver
value for Shareholders.
Overview
The past year has delivered a significant shift in the
investment environment, particularly in the high-growth
technology markets, as interest rates were increased to
combat global inflationary pressures. This challenging
market backdrop has led to a reduction in the value
of our portfolio, and our focus for this year has been
centred on the active management of our investments
while adapting our business to respond positively in the
face of market pressures.
We reacted quickly to reflect the valuation movements in
the first half of the year (as published in our interim results
in November 2022) and were encouraged by these
second half results which demonstrate greater stability.
We are beginning to see initial signs that the turbulence
is levelling out and are pleased with the resilience
shown by Molten throughout the period, which can be
attributed to our consistent approach to valuations and
the diversity of our portfolio.
It has been a productive year for Molten, and the
underlying business performance and revenue growth
of our portfolio companies has remained strong despite
macroeconomic headwinds and volatility. We have
continued to move the business forward with progress
on third-party asset strategies and have worked with our
portfolio companies to add value through the expertise
and experience of our people. This approach is in line
with our ambition of making Molten the investor of
choice for UK and European founders who are looking
for ways to invent the future.
Our active management approach has seen us work
closely with our portfolio companies during the
period with a particular focus on maximising cash
runways, controlling costs and retaining talent. We
have maintained discipline around our own investment
process, reducing the amount invested in the year and
focusing on our own capital resources.
08
ANNUAL REPORT FY23
MOLTENVENTURES.COM
09
STRATEGIC REPORT Outlook
We are cautiously optimistic for the year ahead as the technology
markets continue to stabilise and recover in places. Even as economic
headwinds persist, we will continue to deliver through our scalable and
adaptable model, active approach to portfolio management and thesis-
led investment approach.
Further progress in building third-party assets and income is expected
and this includes investments via our EIS and VCT, our Fund of Funds
programme and other third-party strategies. Further opportunities to
leverage our model and grow third party assets are also anticipated
given the increased political focus on attracting long-term capital into
the venture ecosystem. In the medium term, we continue to see Climate
Tech, AI and the emerging tech ecosystems in Central and Eastern
Europe, as areas with great potential for the Group.
The Board will continue to prioritise the preservation of plc capital and
to work closely with our portfolio to understand their growth prospects
and future liquidity requirements. We believe the cash requirement
of the portfolio over the next reporting period will be in the region
of £20 million and are continually monitoring how to best fund future
investments, including by issuing further debt or similar securities.
We are also still seeing interesting opportunities in the market and
with continued effort in generating realisations we believe we will be
able to generate sufficient proceeds for deployment which, with the
support of third-party funds, will enable us to take advantage of these
opportunities. Post period end, we agreed a secondary sale for 10% of
our Earlybird Fund VI investment, realising €14 million (£13 million).
The last word, as always, must go to the phenomenally gifted founders
and entrepreneurs whose intelligence and foresight, aligned with
cutting-edge technology, continue to disrupt markets, and create new
ones. Our job in the next reporting period will be to continue to find and
support these enterprises as they continue to re-invent the future.
Martin Davis
Chief Executive Officer
CEO’s statement CONTINUED
Realisations & exits
Realisations for the period were £48 million (compared to £126 million
in FY22), against a backdrop of continued weak trade sales, a slowdown
in M&A, and the IPO market being effectively closed for business.
Historically, most of our realisations have been through trade sales, with
£487 million delivered back to the balance sheet since our 2016 IPO.
The cash realisations in the year were driven by the partial sell-down of
our holding in Trustpilot and a full sell-down of our holdings in UiPath
and Minit (both via Earlybird), and the sale of portfolio company Roomex
to Fleetcor Technologies.
Realisations are an important part of our business, and the recycling
of capital allows us to reinvest further in the portfolio as part of our
evergreen strategy. We are proud of our record of exiting many assets
at or above carrying value on our balance sheet and whilst we believe
that there will be greater opportunities for realisations once market
conditions recover, we continue to actively evaluate potential secondary
opportunities.
Broader market environment
While macroeconomic headwinds continue to drive uncertainty in
the European venture capital industry, we note that public markets are
beginning to show initial signs of stabilisation (from the selloffs in 2022)
and believe that private sector valuations are likely to follow.
However, as I said at our Investor Day in February, the macroeconomic
environment as characterised by a decade of low interest rates is unlikely
to return soon. In today’s world, investors typically show more caution;
focusing on how companies manage costs, lengthen cash runways, or
offer routes to profitability in a tough financing market.
Importantly, what remains is the underlying commercial traction of
our portfolio companies and their ability to navigate a shifting market
environment. Technological innovation underpins growth and efficiency
in so many industries, and in some instances, innovation will completely
transform them. In the face of this progress, we believe that Europe
has an ever-increasing role to play in the responsible advancement of
AI – a fact that is apparent when you look at the developments that are
occurring within our own portfolio companies.
And finally, we were pleased to see the continued support for growing
technology companies in Europe, following the collapse of Silicon
Valley Bank (SVB) at the end of the financial year, an event which caused
us some disruption due to SVB’s prominence in the venture capital
community and its sizeable presence in Europe. Its fall was primarily
due to risk management issues within its banking operations, rather
than bearing any reflection on the bank’s technology clients or credit.
We were impressed to see such expedient action taken by the global
banking community and governments as they addressed the fallout;
with HSBC acquiring SVB’s UK operation and First Citizens’ acquisition of
its US business. These quick and focused actions were a barometer of
the importance now placed on high-growth technology in a drive for
innovation and productivity across our respective economies.
Purpose
Our purpose, to advance society through technological innovation,
was developed during the financial year in an exercise that involved all
employees. We bring capital, brainpower, passion, and energy to solve
problems, and we identify and equip the best innovators with the tools
they need to transform the way the world works.
We strongly believe that the best way to gain exposure to the significant
returns available from venture capital as an asset class is by investing
in a diversified portfolio that triages risk across the various stages and
technology sub-sectors, supported by an astute Investment Team who
possess experience across the whole cycle. Molten Ventures provides
this access from a competitive cost base, combined with liquidity arising
from its dual listing.
Sustainability
Our focus on ESG within the business through both our ESG-focused
investment criteria and our push into Climate Tech remains as important
as ever. Climate Tech continues to excite us, and we expect to be active
investors in this fast-growing category. To date, we have invested in
Altruistiq, BeZero and Satellite Vu, with more deals in the pipeline.
We have further developed reporting in line with the Task Force on
Climate-Related Financial Disclosures (“TCFD”) recommendations on a
voluntary basis, which is designed to help companies provide better
information to support informed capital allocation. We also made our
first Climate Disclosure Project (“CDP”) submissions, and distributed tools
and resources to assist portfolio companies in developing their own
ESG strategies.
People
Our people remain the most important part of our business and we
have continued to build our expertise in the areas where we see the
greatest potential for the Group. For example, our offering in Central
and Eastern Europe has been strengthened significantly this year by the
recruitment of two new investors, one of which formerly headed up the
EBRD Venture Capital Investment Programme. We continue to grow our
Investment Team in the belief that experienced investors, with diverse
perspectives and views, will bolster our ability to identify and support the
businesses that will invent the future.
10
ANNUAL REPORT FY23
MOLTENVENTURES.COM
11
CEO, Martin Davis.
STRATEGIC REPORT Market overview
Market environment
2022 presented new challenges to financial markets with shifting valuations, broader public market sell-
offs and a global shift in monetary policy. The Venture Capital (VC) market, similar to other asset classes, has
seen a significant impact as a result; however, VC has the proven outperformance over the long term and
throughout the economic cycle.
Over the past 12 months, central banks
have focused on curbing inflation, with the
Federal Open Markets Committee (FOMC)
rate increasing tenfold to 5% in April 2023,
and similar stances taken by the European
Central Bank (ECB); and the Bank of England
(BOE) with the base rate currently sitting at
4.5%. This increased cost of capital has led to a
significant valuation impact on the technology
sector, specifically in high-growth unprofitable
businesses which have traditionally looked to
the VC market for expansion capital.
The rationalisation of valuations was most
immediately evident in the public markets, with
the NASDAQ down 33% over 2022, technology
and IT-related indices such as the Thompson
Reuters Venture Capital Index (TRVCI) is also
down 55% in the same period.
In this environment, VC managers have
adopted a greater level of caution, which is
more pronounced in larger financing rounds
and the later stages of investment. Molten
Venture’s response has been to focus on
capital preservation, supporting the existing
portfolio and continuing to deploy into top
tier assets.
Since 2022 however, tech markets have begun
to recover – with the NASDAQ up 17% in
the first quarter of 2023 and the TRVCI up
12%. This is largely due to the change in both
inflation and interest-rate expectations, which
are no longer anchored in the 2022 market.
VC as an asset class is a long-term endeavour
and Molten – similar to other VC managers –
continues to support emerging innovation and
the broader VC market.
A significant moment over the past 12 months
on a global scale has been the abrupt collapse
of Silicon Valley Bank (SVB) and its subsequent
acquisition by First Citizens in the US and HSBC
in the UK. The collapse of SVB brings two
interesting developments to light, which were
not present at the time of the Global Financial
Crisis – one negative and the other positive.
Firstly, SVB experienced the fastest bank run
in history, which was powered by the very
technology they have been investing in and
servicing for decades, leaving the financial
community stunned. Secondly, on a more
positive note, was the speed and efficiency
with which governments, regulators and major
financial institutions reacted to the situation
– protecting depositors, clients and global
businesses. It is important to highlight that the
problems faced by SVB were not created by
their products or their customer base. The
acquisition of SVB by HSBC in the UK may be
seen as a marker in the institutionalisation of
VC as an asset class, most recently followed
by Blackrock’s acquisition of Kreos Capital
(Europe’s largest Venture Debt provider).
In the VC market deals continue to be funded
and Limited Partners continue to back VC fund
managers. 2022 saw c.$110 billion invested in
European VC and growth-stage companies,
representing a 16% contraction from the peak
market in 2021. Despite the market contraction,
Europe remains the fastest growing VC region
ahead of the US and Asia. Versus 2021, the
2022 VC and Growth market in the US declined
by 29%, and in Asia by 41%. Similarly, the
compounded annual growth rate in Europe
since 2015 is 26% per year, more than 10%
above its US counterpart and 16% above Asia.
The first quarter in 2022 saw $38.2 billion
invested, the most active quarter on record.
At this point the market was fuelled by local
innovation, increasing European success stories
and international capital flows into Europe.
Capital invested by stage ($bn)
Source: Pitchbook, data up to 31 March 2023
$’bn
140
120
100
80
60
40
20
0
131
110
57
41
46
21
22
30
2015
2016
2017
2018
2019
2020
2021
2022
$0–2m
$2–10m
$10–20m
$20–50m
$50–100m
$100–250m
$250+
13
2023
(to 31 March)
Much of the activity which followed came from
existing investors supporting their portfolio
companies as the market began to turn and
non-traditional investors, such as corporate VC
and LP investors, who expanded their reach
to invest in European VC deals directly, began
to retract from the market. Non-traditional
investors have historically favoured larger
round sizes and growth-stage opportunities,
meaning their impact on the VC market is
becoming more profound. Participation in
large funding rounds has become more
common, and in the longer-term this
phenomenon is likely to persist however in
the shorter term – as valuations have come
down – some participants have subsequently
exited the market, and this departure of “tourist
capital” presents opportunities for experienced
and stable VC investors.
When digging deeper into the deal volumes,
the most affected investment stages over
2022 were the early seed rounds (less
than $2 million) and later-stage expansion
(>$50 million), which have both seen consistent
quarterly declines in deal count across the
year. The late seed, Series A and B rounds
however showed similar levels of activity when
compared to 2021 showing more resilience
at the earlier-mid stages. At Molten, this has
always been our target investment stage, as
the risk profile of these companies has matured
beyond the early stages, and our expertise as
an active manager is well placed to support
them as they transition to the growth and
later stages.
In addition to VC managers adjusting to the
market, so too have portfolio companies.
Leading from the front, some tech giants have
announced large-scale employee reductions
to match the current environment, and so too
have VC stage companies. Across 2022 and
into 2023, VC companies have adopted less
aggressive growth plans and adjusted their
hiring to reflect this; they have also pivoted
towards pursuing more efficient revenue
growth and paths to profitability. We believe
this fundamental shift in approach – from both
the VC manager and portfolio companies – will
foster a stronger and more resilient VC market
in the future.
Looking ahead
Looking to 2023, the deployment of capital has slowed down as
investors have become more cautious. The larger financing events
for the very large European private VC businesses have now become
rare. The chart below shows capital deployment in European VC on
a quarterly basis, which has been on a downward trajectory since
early 2022 with Q1 2023 representing 33% of the peak deployment in
Q1 2022. The analysis shows that smaller rounds, categorised largely
by Series A and B, have been more insulated to the broader market
adjustment when compared to larger rounds in excess of $250
million, which have been shrinking quarter-over-quarter. Molten
invests in this stage of the market (predominantly Series A and B), and
over the remainder of 2023 (and into 2024) it expects to continue
Capital deployment in European VC on a quarterly basis
Source: Pitchbook, data up to 31 March 2023
deploying in a favourable valuation environment with high-quality
management teams who will adopt the same approach to efficient
revenue growth.
2023 VC investment volumes are expected to contract from 2022
levels however the longer-term trajectory of the market continues
to increase, and the overall VC market globally has become more
resilient and robust as it has matured and expanded. As some
investors have retracted from a declining market across 2022, a
greater opportunity has emerged for Molten as an experienced and
long-term patient investor in today’s financing environment.
$’bn
45
40
35
30
25
20
15
10
5
0
2021 Q1
2021 Q2
2021 Q3
2021 Q4
2022 Q1
2022 Q2
2022 Q3
2022 Q4
2023 Q1
$0–2m
$2–10m
$10–20m
$20–50m
$50–100m
$100–250m
$250+
12
ANNUAL REPORT FY23
MOLTENVENTURES.COM
13
STRATEGIC REPORT Business model
What we do
We invest in high-growth private technology companies in Europe.
We back businesses with the capital, expertise and networks to fuel
their growth. Investing from Series A onwards is our core business,
with access to earlier stages via our Fund of Funds programme and
Earlybird partnership. Our brand, people, networks, and Fund of Funds
programme offer a large pipeline of promising private technology
companies from across Europe.
A scalable platform
We have continued to scale our platform to provide our investors with access to some of the best deals across Europe. Through co-investment,
Molten Ventures is able to build more material stakes and support some of the very best European tech companies. The management and
performance fees received from the EIS/VCT funds and third party capital under our management also offset operational costs for Shareholders.
Group balance sheet
Group co-investment vehicles
Investing alongside the Molten balance sheet in companies
that are eligible for EIS/VCT relief
European
co-investment partner
Molten Ventures plc
Encore EIS Funds
Molten Ventures VCT plc
Earlybird
01
02
03
04
The Group’s balance sheet
forms the core investment
vehicle for Molten. The patient
capital model of a listed vehicle
provides additional flexibility
to build stakes in the top
performing investments over
time as opportunities arise.
The Group EIS manager, Encore
Ventures LLP, manages the
Encore Funds – raising funds
from UK investors who are able
to claim EIS income tax relief.
The Group VCT manager,
Elderstreet Investments Limited,
manages Molten Ventures VCT
plc – raising funds from UK
investors who are able to claim
VCT income tax relief.
Earlybird is a venture capital
investor, co-investing with
Molten since entering into a
partnership in July 2018 to share
dealflow, investment resources
and expertise to co-invest
in high-growth European
technology companies.
Investing in these sectors
The Group provides early-stage and growth-stage technology businesses with capital, networks and management support to accelerate their
international growth and development and enhance their value over the long term.
The Group adopts a sector approach, with sub-sector thematics captured within the following broad groupings:
Consumer technology
Enterprise technology
Hardware & deeptech
Digital health & wellness
New consumer-facing products,
innovative business models, and
proven execution capabilities that
bring exceptional opportunities
enabled by technology.
The software infrastructure,
applications and services
that make enterprises more
productive, cost-efficient, and
smoother to run.
R&D-heavy technologies
which emerge to become
commercially dominant,
upending industries and
enabling entirely new ways of
living and doing business.
Using data, software and
hardware to create new
products and services for the
health and wellness market.
To support companies at different stages of their growth
We are here to support entrepreneurs as their businesses grow. Our multiplatform approach and access to capital fuels growth.
Our people “Make More Possible”.
plc
3rd party
EIS
VCT
Earlybird*
Fund of Funds
UK
plc
EUR
plc
Raising Seed
Series A
Series B
Series C+
Pre IPO
* Not part of the Group.
Using several deployment strategies
Our deployment strategies allow us to support companies at all stages of their growth, from seed to Series A/B and beyond.
Direct
We invest directly,
deploying capital in
the UK and across
Europe generally in
Series A and Series B+
stage deals.
Secondaries
We make secondary
investments from time-to-time
by acquiring 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.
Fund of Funds
Our Fund of Funds programme –connected
with third-party capital for the first time –
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
also 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 fund managers
have enabled us to access
exciting opportunities
into forward-thinking
European companies
via investments through
Special Purpose Vehicles.
14
ANNUAL REPORT FY23
MOLTENVENTURES.COM
15
STRATEGIC REPORT Business model CONTINUED
How we do it
We screen thousands of businesses every year and only invest in companies and teams with the potential to scale and compete in global markets.
The investment process
Dealflow pipeline
Deal sourcing
Deal sourcing requires excellence in multiple areas – our brand, people, networks, and utilisation of data. Our investment platform
provides access to a large pipeline of deals across the ecosystem, ensuring we can take a marketwide view before investing.
Within our Platform Team, the Deal Origination Team focus on building a high-quality pipeline.
Lead identification
Fund of Funds
Earlybird
Developing thesis-driven
proprietary dealflow is a key role
of our Deal Origination team.
Regular thematic deep dives are
undertaken based on emerging
trends identified in industry verticals
and business models. The team
leverage operational expertise
across the wider Investment Team
and in-market networks within key
geographies to source additional
high-quality deals.
By seeding the early-stage
ecosystem, we can source the best
companies for Series A and B, pool
expertise from sector specific funds,
and benefit from local expertise
across every corner of Europe.
Whether hunting for a company
that is looking to change the eating
habits in France, manufacture
products in Berlin, or develop novel
hardware in Cambridge, the seed
funds in which we invest always have
one eye on the next trend.
Earlybird invest early, from seed
to Series A, whereas we focus on
Series A, B, and beyond. They invest
from Berlin, Munich and Istanbul.
We invest from offices in the UK
and Ireland. The partnership with
Earlybird gives Molten a platform
of further scale, a larger pipeline of
deals, and a larger pool of expertise.
Active deal selection
Before companies enter our portfolio, our team runs them through a pre-screening process to ensure compliance with regulatory
requirements (AML/KYC, PEPs, Sanctions, etc.). We look at things like sector, stage, and other relevant criteria and ensure they do
not violate any of the items on our Board-agreed exclusion list (see our ESG Policy on our website for more details).
Investment pipeline
Deal governance
Due diligence process
Quarterly Investment Team meetings to (i) establish and develop a
strategy around high priority deals and (ii) separately review, discuss
and plan more broadly the ongoing delivery of the Company’s
overall investment strategy.
Deals reviewed each week in the Investment Team weekly dealflow
meeting.
Investment Committee review and approval process takes place
if a company moves onto the next stage (and Board process if
required).
All prospective portfolio companies in which we consider making a
direct investment are initially screened against our Exclusion List and
thereafter assessed as part of our ESG due diligence process before
a final decision can be taken on the investment.
Screen thousands
Across our investment platform, we look at thousands of
businesses a year – searching for the best opportunities,
and the clearest visions.
Talk to 1000+
We talk to the most promising businesses that clear our
screening process, getting to know the teams, their ways
of thinking and their ambitions.
Invest in 15-30
Due diligence, including the completion of our ESG Framework,
compliance checks and deal negotiations take place prior to an
investment being made.
We aim to make 15 to 30 investments a year, including
follow-on investments into tech companies that we
believe are poised for category leadership.
Criteria
Molten and its wider Group aims to seek out high-growth companies
originating from across Europe that:
• are run by impressive entrepreneurs who have the ability to build
world-class management teams
• operate in new markets with the potential for strong cross-border or
• are backed by strong syndicates of investors to reduce financing risk
global expansion
in future rounds
• have the potential to address large new markets or disrupt major
• will be attractive candidates for acquisition by large corporations,
existing ones, utilising disruptive technology to achieve this
private equity or public ownership by way of an IPO
• have competitive barriers to entry to encourage strong margins and
• aim for sustainability and/or are committed to positive and sustainable
capital efficient business models
growth
• have the potential to be global sector leaders
• have the potential to generate multiples of invested capital
• are compliant with our Exclusion List and wider ESG Policy
for investors
Supporting companies for growth
Our expert Partnership Team comes with years of combined
experience across a variety of sectors and backgrounds. Be it
introductions or knowledge, our Partnership Team is there to
provide support. From international scaling, customer development
and hiring, to follow-on funding, exits and IPOs, our team can help
because a lot of them have been founders themselves.
As our portfolio companies expand and grow, it is important for
them to have access to all the knowledge and know-how they need
to grow and succeed.
Our Platform Team manage sourcing, evaluating, and delivering
on investments, as well as facilitating post-investment engagement
with our portfolio. Our Marketing Team provides support to the
portfolio as companies navigate finding their own brand and voice
as they scale and grow. Our Platform Team is backed by a range
of specialists in areas such as legal, compliance, investor relations,
finance and ESG. Our Legal and Compliance Teams are regulatory
and governance experts, while Finance and Investor Relations Teams
have a deep understanding of the public markets. Be it support with
governance or sharing our ESG best practice to help them monitor,
plan, and implement their own ESG strategies, our support teams
can help.
16
ANNUAL REPORT FY23
MOLTENVENTURES.COM
17
STRATEGIC REPORT Our strategy
KPIs
Strategic objective
FY23 progress
FY24 outlook
Links
KPI
Measurement
Progress this year
Focus for 2024
A To back disruptive
high-growth
technology
companies to invent
the future
• Continued development of our
• Expected level of annual
deployment in the region of
£100-150 million including EIS/
VCT.
platform and team.
•
•
Investments of £138 million made
during the year, with a further
£41 million from EIS/VCT funds.
Invested into 25 new and existing
companies (direct) and committed to
18 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 65% in 2023.
B To fuel their growth
with access to capital
•
Investments of £138 million made
during the year, with a further
£41 million from EIS/VCT funds.
• Expected level of annual
deployment in the region of
£100-150 million including EIS/
VCT.
C To provide a
holistic capital
model, supporting
entrepreneurs
through the duration
of their journey
• £23 million of cash at 31 March 2023,
• Continue to utilise our flexible
with a further £48 million available for
investment in EIS/VCT funds.
• Committed to a further 18 Fund of
Funds, leading to total commitments
in 75 funds as part of our Fund of
Funds programme.
model to support entrepreneurs
through the duration of their
journey.
• Continue to support our Fund of
Funds programme.
• The platform’s AUM (including EIS
• Continue to consider
and VCT) is c.£1.7 billion.
• Continued development of our team.
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.
• Fair value decrease of 16% in the
• Continued target of 20% fair
gross portfolio.
value growth through the cycle.
• Realisations of £48 million during the
• Continued target of 10% in
year.
realisations of the Gross Portfolio
Value through the cycle.
• Achievement of FY23 ESG KPIs - see
• See page 47 for details of FY24
page 46 for further details.
ESG KPIs.
D To scale our platform
for growth while
maintaining the
integrity of the
investment process
E To maintain a
high-quality bar
for investments to
continue to deliver
strong investment
returns underpinned
by cash realisations
F 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
Link to
principal risks
(pages 82 to 90)
1, 2, 3, 5, 6, 7, 9,
Link to KPIs
3, 4
Link to
principal risks
(pages 82 to 90)
1, 3, 4, 5, 8
Link to KPIs
3
Link to
principal risks
(pages 82 to 90)
1, 3, 4, 6, 9
Link to KPIs
3, 5
Link to
principal risks
(pages 82 to 90)
1, 2, 3, 4, 6, 8
Link to KPIs
1, 3, 5
Link to
principal risks
(pages 82 to 90)
3, 4, 6, 8
Link to KPIs
1, 2, 4
Link to
principal risks
(pages 82 to 90)
3, 4, 5, 6, 8
Link to KPIs
6
01 Growth in value
of the portfolio
Gross Portfolio Value
determined using IPEV
Guidelines.
Gross Portfolio Value has
decreased to £1,371 million, with a
fair value movement of £293 million
reflecting a fair value decrease of
19% from FY22 (FY22: £1,532 million).
Continued target of 20% fair value
growth through the cycle.
02 Realising cash
Cash generated from
portfolio company exits
against original cost.
£48 million realised in the year
(FY22: £126 million).
Target of 10% in realisations of
the Gross Portfolio Value through
the cycle.
03 New
investments
04 Dealflow
Deploying funds for
investments into new
portfolio companies,
follow-on investments
into existing companies,
stake building into existing
companies and secondary
investments.
We maintain an internal
database of opportunities.
£138 million invested in the year
from plc (FY22: £311 million), with
a further £41 million from EIS/VCT
funds (FY22: £45 million).
Expected level of annual
deployment in the region of
£100-150 million including
EIS/VCT.
We continually track deals done at
stages earlier than our target stages
and filter to pre-qualify future
potential investments.
Through our brand and network,
continue to access high quality
dealflow across Europe.
05 Cash balances
Maintaining sufficient
liquidity to meet operational
requirements, take
advantage of investment
opportunities and support
the growth of portfolio
companies.
06 ESG
Progress against Molten
Ventures’ FY23 ESG KPIs (see
page 46).
£23 million cash available to plc
(FY22: £78 million) at year-end.
Target maintenance of 12-18
months of cash resources.
£48 million (FY22: £61 million) cash in
our EIS and VCT funds available for
investment.
Undrawn balance from our new
£150 million debt facility at year-end
was £60 million (FY22: undrawn
revolving credit facility £35 million).
We continued to work through our
ESG roadmap (see page 46).
Execute on the Company’s FY24
ESG KPIs, which can be found in
the Sustainability section of the
report on page 46.
18
ANNUAL REPORT FY23
MOLTENVENTURES.COM
19
STRATEGIC REPORT Strategy in action
Fund of Funds
Fuelling Europe’s Seed and Early Stage Tech Ecosystem
Fund of Funds team pictured (from left to right) Mohadeseh Abdullahi, Jonathan Sibilia and Dave Neumann.
What is Molten Fund of
Funds?
Molten Ventures has been investing in early-
stage funds from across the UK, Europe and
the US since 2017. We believe that there is
strong and unmatched demand for seed
and early-stage capital in Europe as a new
generation of entrepreneurs is emerging:
by consistently supporting the early-stage
ecosystem through our Fund of Funds (FoF)
programme, we pool expertise from sector-
specialist and geographically focused funds
to create what we believe to be a unique
programme, almost acting as our own
periscope on innovation, complemented by
a large diversified portfolio.
Innovation comes from everywhere:
this programme has been designed to
deeply connect Molten with the broader
European seed-stage and early-stage
ecosystems, fuelling the fire within early-
stage entrepreneurs throughout Europe.
Seed and early-stage investment is a highly
localised endeavour, requiring deep
networks in the local environment of angel
investors, incubators, and technology
entrepreneurs. We believe that nascent
businesses are best funded by investors
who can engage the founders locally or
within a very specific vertical, aiding in the
practical steps of the start-up phase.
We invest in what we believe to be the
best regional funds as well as sector-
specific funds and we are committed to
supporting every stage of the venture
capital journey from incorporation to exit
and this programme helps guide our vision
of investing in Europe’s most talented
entrepreneurs.
How did the Molten FoF
come into existence?
In 2016, Molten listed on the London Stock
Exchange’s AIM market, becoming a public
company. Until this point, Molten had
largely been a direct investor in companies
having opportunistically grown the portfolio
through select secondary transactions. Post-
IPO we also wanted to expand our access
to the early-stage ecosystem supporting
European entrepreneurs. The opportunity
arose for Molten to acquire Seedcamp’s
Fund I & II in 2017 via a secondary
transaction and, soon after, the conversation
progressed to securing an investment
in Seedcamp’s latest Fund IV, giving us
access to the early-stage market along with
valuable insights helping guide our future
invest strategy. Our lead partner on the
programme, Jonathan Sibilia, identified the
talent managing Seedcamp and executed
Molten’s first fund investment as a limited
partner. From here on the programme
was born and we began curating a Fund
of Funds strategy targeting seed funds in
Europe.
Over the past five years, we have focused
on scaling the programme, ensuring
the grassroots of European seed-stage
and early-stage VC are properly served.
We have invested in well-performing
managers and are now seeing a significant
opportunity to increase our investment
cadence accordingly.
As at 31 March 2023 the programme has
committed c. £148 million to 75 funds in total,
including a blend of mature, emerging, and
forward-thinking new investment managers.
Since inception, Molten has used the FoF
programme to help traverse the minefield of
VC investing. Our rich underlying portfolio
includes over 1,700 companies which we
closely monitor and has created 20 unicorns.
STRATEGIC REPORT
How does Molten invest
in seed funds?
Since we launched the FoF programme,
we have developed an efficiency-focused
methodology of selecting what we
believe to be the best European seed
fund managers, propelling their fundraises
through to final close. In the early-stage
ecosystem there is no substitute for local
presence or niche sector experience which
is why all seed managers in our programme
are required to be subject matter experts or
geographical experts dominating their areas
of expertise. We target investments into
funds that have access to a broad range of
expertise, networks, and collaboration tools.
We also seek to back “trend-spotters” in the
seed and early-stage venture capital space,
and selectively target managers going out
on their own – groundbreaking sector
specialists who have identified an exciting
new theme or follow the top existing funds
with whom we have long-term relationships
and who have closed their doors to new
investment partners.
Often, we see accretive value in managers
covering sectors which our in-house
Investment Team does not have significant
exposure to. This has helped us build an
index of high-quality managers which
have cleared our high diligence hurdles,
breaking through barriers to innovation
by investing, guiding, and driving
value creation in European technology
businesses. Equally, we have backed
many seed and early-stage funds since
their inception, and as such have access to
over-subscribed follow-on funds which
gives us an advantage to make follow-on
investments with proven managers.
Future of Molten Fund
of Funds
Since launch, the programme has grown
steadily and is currently at a scale where, in
our view, the opportunity set has become
larger than our available capital on the
Molten Ventures plc balance sheet. We are
therefore seeking to increase the capital
pool which can be deployed into these
seed and early-stage opportunities.
Molten has recently begun a syndication
process as part of its FoF programme,
welcoming Castlegate Investments, the
private family office, as a Limited Partner
in the programme in Q4 2022. We intend
to further expand the syndication process
offering investors access to the most
innovative seed and early-stage fund
managers in Europe, complemented with
robust due diligence and diversification.
We believe the niche nature of the
programme and our ongoing commitment
to nurturing seed and early-stage funds in
the UK and Europe marks Molten Ventures
as a leading player in this space.
Fund of Funds panel at Molten Ventures Investor Day 2023.
Why does Molten invest
in seed funds?
The FoF’s programme was launched by
Molten with a view to providing seed and
early-stage fund managers with capital
to meet the increasing demand from
emerging European technology companies
and lessen the perceived shortage of
available capital in this part of the VC
ecosystem.
The seed and early-stage ecosystem in
Europe has historically been underserved
by traditional institutional capital because
of the scale of deployment being relatively
small, risk appetite being high and focus
being narrow (either by geography or sector).
Although the combination of these risk
factors has deterred many investors, Molten
saw an opportunity to invest in managers
with a profound understanding of the
market and the potential to drive outsized
returns. Through our FoF programme we
invested in Sorare, Hopin, Oyster, Copper,
Glovo, Wallbox and over time the number
of unicorns born in the programme will
continue to grow.
With over 1,700 companies in the
underlying portfolio, Molten aggregates
sectoral data which subsequently guides
our thematic investment thesis at all
levels. A key example is over the past few
years, one emerging theme we noticed
in the programme was the number of
entrepreneurs hatching Climate Technology
companies. We later expanded this thesis
into our main investment programme,
closing deals with BeZero Carbon, Altruistiq
and Satellite Vu.
The second core pillar of the programme
is our ability to screen assets. The large
portfolio presents a continuous stream
of dealflow for the main investment
programme and staying close to the seed
fund managers has allowed Molten to be
in pole position to lead the Series A rounds
in Manna, Causalens, Worldr and Series B
rounds in Fintech OS and Schuttflix. Overall
for every pound committed to the FoF
programme, Molten has invested another
pound in the companies originated from
the programme.
20
ANNUAL REPORT FY23
MOLTENVENTURES.COM
21
Strategy in action
Deeptech
The new wave of true innovation
What is Deeptech?
Deeptech or Deep Technology is a popular
term in the VC ecosystem and can have
different definitions between investors.
Here at Molten we define Deeptech
as proprietary innovation. Investing in
companies with business models built
around truly proprietary platforms, that
require highly specialised talent and that,
when brought to market, have the potential
to transform the landscape.
These companies require likeminded
investors to help support their vision and
propel their business into the next stage
of evolution. It is particularly important for
them to partner with patient investors who
understand the product philosophy and
how to navigate the challenges of bringing
such a product to market.
Including Deeptech
in our portfolio
At Molten, Deeptech has been a feature of
our portfolio for many years and over time
we have honed our expertise in searching
for and supporting some of Europe’s most
innovative Deeptech startups. We have 20
companies in our Hardware and Deeptech
portfolio which span across cutting edge
sectors including Quantum Computing,
next generation AI Processing, advanced
Graphene applications and precision
positioning technologies, among many
others. As a VC investor we are constantly on
Riverlane.
22
ANNUAL REPORT FY23
Since IPO, Molten has invested over £170m in Hardware & Deeptech.
the hunt for the next “big thing”. Investing
in Deeptech necessitates that we at Molten
be obsessed with finding, executing
and supporting 22nd century investment
opportunities, today. Meeting companies
at the forefront of solving, in many cases,
global issues, gives Molten the ability to
participate in funding the future.
How the Deeptech
market is scaling
As the broader VC market has grown
in recent years, traditional VC investors
have seen participation and competition
from non-traditional investors being end
users of capital, corporates and sovereign
wealth funds. These new participants
are now also looking for both direct and
indirect exposure to Deeptech and game-
changing technologies. Governments in
particular have begun making strategic
capital available for companies tackling
issues targeted by Deeptech companies;
Germany recently announced a Deeptech
and Climate Fund of €1 billion to finance-
related startups and the UK’s established
programme of funding Quantum
Computing is expanding available capital
to £2.5 billion. These are meaningful
commitments from the largest European
economies showing their desire to invest in
the future.
Molten’s unique position as an experienced
investor in Deeptech offers entrepreneurs
a patient and trusted partner to help scale
their business and start solving tomorrow’s
problems today.
A selection of Molten’s
Deeptech portfolio
Riverlane
Riverlane is named after a quaint little
street (River Lane), in the company’s
hometown of Cambridge. It is a UK based
STRATEGIC REPORT
“Quantum obsessed” software company building
the operating system for quantum computers. Their
aim is to unleash the power of quantum computing
by transforming experimental technology into
commercially viable software for the quantum age.
“Today’s quantum computers have limited
capabilities because their fundamental building
block, qubits, are highly error prone.
It is not enough to simply build quantum computers
with more and better qubits. Unlocking the full
spectrum of quantum computing application
requires new hardware and software tools to control
inherently unstable qubits and comprehensively
correct system errors ten billion times or more
per second.
Riverlane designs and engineers such tools.
We implement them with leading quantum
computer makers using every type of qubit.
We call this toolkit Deltaflow.OS.” - Riverlane.
In early 2021, Molten led Riverlane’s Series A
investing £5.1 million.
FocalPoint
FocalPoint is a next generation high performance
positioning technology used to increase the accuracy
of the Global Navigation Satellite System (GNSS).
FocalPoint’s solution is “powered by a concept
called Supercorrelation using advanced physics
and machine learning to improve the accuracy,
reliability and energy consumption of standard GNSS
receivers without the need for additional hardware
or infrastructure.”
In essence, any device using GNSS such as
smartphones, wearables and autonomous vehicles
Paragraf
FocalPoint.
can receive a global positioning upgrade through FocalPoint, helping joggers
track more accurate distances or height gained, autonomous/semiautonomous
vehicles become safer and more spatially aware and increasing the accuracy on
maps so travellers can rest assured they will not miss their intended destination.
Molten first invested in FocalPoint leading their Series A in March 2021. Molten has
now invested £5.9 million.
Paragraf
Paragraf is a spin-out from the Centre for Gallium Nitride group of Professor Sir
Colin Humphreys in the Department of Materials Science at the University of
Cambridge. Building on significant know-how and IP, Paragraf is developing
atom-layer thick two-dimensional materials, starting with graphene.
Through its growing IP portfolio, Paragraf will apply these to a range of advanced
electronic, energy and medical devices. They currently have three products and
are targeting the Electric Vehicle space. Paragraf’s Graphene Current Sensors are
used in the servicing and monitoring the health of EV batteries prolonging their
life and optimising performance.
Molten Ventures plc first invested in Paragraf’s Series A round in late 2019 and has
now invested £6.9 million into the company.
MOLTENVENTURES.COM
23
Financial review
...we are pleased
by the resilience
demonstrated by the
portfolio companies
to raise capital at
supportive valuations
and to adapt their
growth models to
preserve capital.
Ben Wilkinson
Chief Financial Officer
FY23 has been a challenging year throughout the economy, and
we have not been immune from market pressures, driven by rising
inflation, interest rates, and difficult macroeconomic conditions, which
have impacted public and private technology companies. Our focus
for the year has been to adapt to the shifting market and focus on our
cash resources and the active management of the portfolio.
Valuation decreases have been reflected
through the portfolio this year despite the
continued revenue growth in the underlying
portfolio companies. This is because the
valuation multiples for technology investments
reduced significantly in the first half of the year.
Reductions to valuations in the portfolio that
were taken in the first half of the year aligned
the value of the portfolio to this revised market
environment of lower valuation multiples.
In the second half we have seen some
improvements in comparable peer group
multiples for technology businesses which
has led to a more nuanced picture across the
portfolio of increased valuations being offset
by some specific provisions in the Core. Cash
runway and liquidity remains key and we
are pleased by the resilience demonstrated
by the portfolio companies to raise capital
at supportive valuations and to adapt their
growth models to preserve capital.
As at 31 March 2023, net assets of £1,194 million
were recognised, which is a decrease of £240
million on the prior year. This decrease is mainly
driven by the movement of our Net Portfolio
Value, which is recognised at fair value through
profit or loss (“FVTPL”) in the consolidated
statement of financial position.
Our portfolio has been impacted by
macroeconomic factors, despite being well
diversified across sectors and stages of their life
cycle. The majority of reductions were taken in
the first half of the year and in the second half
there has been a net fair value decrease of £29
million, compared to the full year decrease of
£293 million.
As we continue to build out a broader platform
to incorporate third party assets alongside the
balance sheet funds, we have seen the benefit
of increases in income. We have generated
fee income during the year of £23 million,
including £22 million of management fees (a
21% increase on prior year’s fees) which serves
to offset our cost base such that our costs (net
of income) are close to parity, and substantially
less than the stated target of less than 1% of
NAV. Limited cost drag on investment returns
is perhaps an under-appreciated facet of the
Molten Ventures model but has continued
to be an area of focus for management over
several years.
As at 31 March 2023, the £90 million term
loan is fully drawn and the £60 million RCF is
undrawn. The drawn amount is recognised
in the consolidated interim statement of
financial position at 31 March 2023, offset by
capitalised fees from the setup of the Debt
Facility, which are being amortised over its life.
All capitalised amounts relating to the previous
facility were recognised in the consolidated
statement of profit or loss on extinguishment
of the liability (when the previous facility was
repaid). Drawdowns and paydowns on the
RCF will be driven by portfolio investments
and realisations. For further information, please
see Note 22(i).
Net assets
Net assets in the consolidated statement
of financial position at 31 March 2023 have
decreased by £240 million from 31 March
2022 to £1,194 million, a decrease of 17%.
This is mainly the result of the decrease in
the investments balance discussed above,
decreases in cash and deferred tax recognised
in the statement of financial position, and
increased loans and borrowing from the new
debt facility.
Statement of financial
position
Portfolio
The Gross Portfolio Value at 31 March 2023 is
£1,371 million (£1,532 million at 31 March 2022).
The Gross Portfolio Value is an APM (see Note
33) and a reconciliation from gross to net
portfolio value, which is recognised on the
consolidated statement of financial position,
is shown on page 142.
Investments of £138 million were made during
the year, cash proceeds from exits, escrows
and sales of shares were received of £48
million (£46 million net of carry payments). In
order to preserve our balance sheet capital,
the amount of investments have been reduced
and as such realisations in the second half of
the year exceeded capital deployed. The gross
fair value movement on the portfolio was £251
million, of which £42 million resulted from
foreign exchange tailwinds and a decrease
of £293 million from fair value movements.
Further details on the Group’s valuation
policy and valuation basis as at 31 March 2023
can be found in Notes 5, 28 and 29 to the
consolidated financial statements.
The fair value decrease in the year reflects
the sentiment throughout the market. The
decrease in the valuation of public companies
has impacted our private portfolio. However,
of the 19% net fair value decrease* in the year,
only 2% of the net fair value decrease* was in
the second half of the financial year. The 2%
movement in the second half of the financial
year was predominantly represented by the
fair value movement of two Core companies.
Decreases in fair value have largely been
through the recalibration of the technology
sector in public markets, impacting the private
portfolio holding valuations.
The Gross Portfolio Value is subject to
adjustments for the fair value of accrued carry
liabilities and Irish deferred tax to generate
the Net Portfolio Value of £1,277 million. Both
carried interest liabilities and Irish 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 fair value movement on investments of
£240 million is reflected in the consolidated
statement of comprehensive income. Carry
balances of £94.0 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 realisations of assets in
the underlying fund holdings that exceeded
threshold returns. In addition, non-investment
movements to entities held at FVTPL were
made of £14 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 2022 to 31 March 2023. The
percentage of Net Portfolio Value to Gross
Portfolio Value is 93% (31 March 2022: 92%),
which reflects the decrease in carry balances in
line with the movements of the portfolio.
Total liquidity
Total available cash for the Group at 31 March
2023 was £83 million, including £60 million
undrawn on the Company’s revolving credit
facility (31 March 2022: £113 million, including
£35 million undrawn on the Company’s
revolving credit facility). Our EIS and VCT funds
also have £48 million of cash available for
investment at 31 March 2023. The consolidated
cash balance at 31 March 2023 was £23 million
(31 March 2022: £78 million, including £2m
restricted). During the year we received cash
proceeds from portfolio realisations of £48
million. This was offset by investments made
during the period of £138 million, as well as
carry, management fees, and operating costs.
Debt facility
During the year, the Group agreed a new
£150 million net asset value facility with J.P.
Morgan Chase Bank N.A. (“JPM”) and Silicon
Valley Bank UK Limited (“SVB”) (the “Debt
Facility”). The Debt Facility comprises a £90.0
million term loan and a revolving credit facility
(“RCF”) of up to £60 million on three-year
tenors, 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 and is underpinned by the value of the
investment portfolio. Drawdowns are subject
to a maximum loan to value ratio of 10%. The
value of the portfolio companies is subject to
periodic independent third-party valuation.
The Debt Facility is utilised for investment and
corporate purposes and was used to repay in
full the Company’s existing £65 million facility
with SVB and Investec.
We have been compliant with all relevant
financial covenants (for both the previous
facility with SVB and Investec and the current
Debt Facility) throughout the duration of the
facilities and at period-end. There has been
no impact on the Debt Facility following the
change of ownership of SVB to HSBC UK Bank
plc on 13 March 2023.
24
ANNUAL REPORT FY23
MOLTENVENTURES.COM
25
STRATEGIC REPORT
Financial review CONTINUED
Statement of
comprehensive income
We recognised a loss in the year of £243 million,
compared to a £301 million profit in FY22.
Income and losses recognised during the year
ending 31 March 2023 comprises investment
fair value decreases of £240 million (year
ending 31 March 2022: £329 million increases),
as well as fee income of £23 million (year
ended 31 March 2022: £22 million). Fee income
is principally comprised of PPS, management
fees from the EIS/VCT funds, performance
fees and promoter fees. PPS is generated
from management fees charged on the
underlying plc funds, as invested capital, net
of realisations, increases so too does the PPS
income. The increase in fee income in the year
is a result of an increase in the funds under
management, partly attributed to the increase
in the third-party funds from the syndication
of our Fund of Funds programme. This has
resulted in management fees increasing by
over 20% in the period, offset by a reduction in
performance fees.
General and administration costs (“G&A”)
of £19 million, compared to the £20 million
recognised in the year to 31 March 2022, have
decreased due to no performance fees being
payable in the period and a more stable cost
base being reflected against the prior year
where the cost base had grown to expand the
investment team and supporting infrastructure.
Our operating costs (net of fee income)
continue to be substantially less than our target
of 1% of NAV and have narrowed as income
builds. It is anticipated that further income in
fees generated from management of third-
party funds will provide a further positive
contribution to our cost base and profitability
in the future. Finance expenses have increased
to £7 million from £1 million in 2022 as a
consequence of the increased debt facility.
Post period-end
As part of our portfolio management and to
generate additional liquidity, we have agreed
a secondary sale for 10% of our Earlybird Fund
VI investment on 28 April 2023, realising €14
million (£13 million).
Ben Wilkinson
Chief Financial Officer
14 June 2023
*The above figure is an alternative performance measure
(“APM”) – see Note 33 for reconciliation of APMs to IFRS
measures.
Gross Portfolio Value table
Investments
ThoughtMachine
CoachHub
Aiven
Ledger
Aircall
Revolut
Form3
M-Files
RavenPack
Graphcore
ICEYE
Endomag
FintechOS
ISAR AeroSpace
Hive MQ
Schüttflix
Primary Bid
Remaining
Total
Co-Invest
Gross Portfolio Value
Carry External
Portfolio Deferred tax
Trading carry & co-invest
Non-investment cash
movement
Fair Value of
Investments
31-Mar-22
£m
Investments
£m
Realisations
£m
103.5
85.7
105.3
91.9
62.9
91.3
46.6
37.3
35.1
113.5
32.1
24.7
17.4
27.9
–
12.7
24.6
617.2
1,529.7
1.8
1,531.5
(121.5)
0.5
0.3
–
–
4.3
–
0.9
–
–
–
–
–
–
–
–
9.6
–
20.2
7.0
–
96.2
138.2
–
138.2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(48.1)
(48.1)
(48.1)
2.1
–
–
–
Net Portfolio value
1,410.8
138.2
(46.0)
Non-
investment
cash
movements
£m
Movement
in Foreign
Exchange
£m
Movement
in Fair Value
£m
Total Fair
Value
Movement
31-Mar-23
£m
Fair Value of
Investments
31-Mar-23
£m
Interest FD
Category*
at reporting
date
A
C
B
B
B
A
C
B
D
A
B
C
C
A
B
B
B
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3.6
3.6
2.7
3.5
3.2
–
1.7
2.4
2.1
2.1
–
1.1
1.1
0.7
0.7
–
13.9
42.4
6.1
3.0
(14.4)
(23.7)
(7.8)
(40.0)
5.8
5.9
3.5
6.1
6.6
(10.8)
(21.0)
(4.3)
(36.8)
5.8
7.6
5.9
(78.4)
(76.3)
1.5
9.3
0.2
(1.6)
–
0.7
(9.9)
3.6
9.3
1.3
(0.5)
0.7
1.4
(9.9)
109.6
96.6
94.5
71.8
58.6
54.5
52.4
44.9
41.0
37.2
35.7
34.0
28.3
27.4
20.9
21.1
14.7
(152.8)
(292.6)
(0.7)
(138.9)
(250.2)
(0.7)
526.4
1,369.6
1.1
–
–
–
–
14.1
14.1
42.4
(293.3)
(250.9)
1,370.7
–
–
–
–
42.4
25.4
(0.5)
–
(14.1)
(282.5)
25.4
(0.5)
–
(14.1)
(94.0)
–
0.3
–
(240.1)
1,277.0
* 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%
26
ANNUAL REPORT FY23
MOLTENVENTURES.COM
27
STRATEGIC REPORT Our portfolio
Sector overview
Molten Ventures invests across a wide variety of sectors and disciplines
but there are a few commonalities that bind the companies in our
portfolio. When investing we look for companies that are advancing
society through technological innovation. Companies based on
fundamental ideas, that stand the test of time.
Companies included in our company numbers and associated analysis are direct investments,
co-investments and Earlybird companies above a £2.0 million invested cost threshold to Molten
Ventures. This was updated in the prior year from £1.0 million in previous years.
Hardware & Deeptech
R&D-heavy technologies which emerge
to become commercially dominant,
20%
upending industries and enabling entirely
new ways of living and doing business.
29%
Enterprise technology
The software infrastructure, applications and services that make
enterprises more productive, cost-efficient, and smoother to run.
Consumer technology
Consumer-facing services and products, innovative business
models, and proven execution capabilities that bring exceptional
opportunities enabled by technology.
10%
41%
Consumer Tech
Enterprise Tech
Digital Health & Wellness
Hardware & Deeptech
Digital health & wellness
Using data, software and hardware to create new products and
services for the health and wellness market.
Number of companies
80
70
60
50
40
30
20
10
0
66
14
36
4
12
71
19
35
3
14
69
8
40
5
16
70
8
45
2
15
31-Mar-20
31-Mar-21
31-Mar-22
31-Mar-23
Core
Core via Earlybird
Emerging
Emerging via Earlybird
Number of companies – split by sector*
29%
20%
10%
41%
Consumer Tech
Enterprise Tech
Digital Health & Wellness
Hardware & Deeptech
31-Mar-20
31-Mar-21
31-Mar-22
31-Mar-23
Core
Core via Earlybird
Emerging
Emerging via Earlybird
* The sector split by number of companies is shown as a % of the total companies included within our company
numbers (direct investments, co-investments and Earlybird companies over a £2.0 million invested cost threshold
to Molten Ventures). Certain elements of the portfolio, such as certain Earlybird investments and holdings via our
Fund of Funds programme are excluded.
28
ANNUAL REPORT FY23
MOLTENVENTURES.COM
29
80
70
60
50
40
30
20
10
0
66
14
36
4
12
71
19
35
3
14
69
8
40
5
16
70
8
45
2
15
STRATEGIC REPORT Activities in the year
Portfolio review
£138m
Balance sheet investments
£41m
EIS/VCT fund investments
£48m
Proceeds from realisations,
partial realisations and escrows
Activities in the year includes
investments over £1 million
directly to Molten Ventures plc.
Our investment cadence has allowed us to support the high-quality
opportunities we have identified and back our existing portfolio through
their cycle. We have decreased deployment during the year, reflecting
our increased focus on supporting the current portfolio.
Gross Portfolio Value progression
Total
Invested
Realised
Increase in FV
Decrease in FV
Movement in FX
£83m
£1,450m
£26m
£79m
(£295m)
(£35m)
(£108m)
(£41m)
£1,371m
£m
1,800
£112m
£31m
1,600
£1,532m
(£13m)
1,400
1,200
1,000
800
600
400
200
0
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 66% of our Net Asset Value (“NAV”) is distributed in 17 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 to the balance sheet so we can invest it into new opportunities.
NAV breakdown
Total 100%
41%
66%
Emerging portfolio
Core companies
-9*%
Net other
assets/
liabilities
2%
Cash
Emerging portfolio
The Group continually invests in
emerging entrepreneurial and
fast-growing tech business. Core
and emerging percentage of NAV
is calculated with reference to their
proportions of the Gross Portfolio Value.
Core companies
The companies in the portfolio
representing 62% of Gross Portfolio
Value, which is 66% 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 142.
31-Mar-22
Invested
Realised
Increase
in FV
Decrease
in FV
Movement
in FX
30-Sep-22
Invested
Realised
Increase
in FV
Decrease
in FV
Movement
in FX
31-Mar-23
Weighted average core revenues
Graph showing the growth in weighted average
revenues of our Core Portfolio.
A Actual F Forecast
Core holdings as % of GPV
Emerging
Core
$m
250
200
150
100
50
0
$232m
38%
66%
$139m
$100m
39%
2021 A
2022 A
2023 F
Presented in calendar years, adjusted for outliers.
62%
30
ANNUAL REPORT FY23
MOLTENVENTURES.COM
31
Q1Q2Q3Primary investmentsFollow-on investmentsExitsPartial sale of shares, remains a holdingQ420222023Via EarlybirdSTRATEGIC REPORT Portfolio review CONTINUED
£1,371m
Gross Portfolio Value at
31 March 2023
Cash invested during the period
£138m
£48m
Cash received from realisations
during the period
FY22 Fair Value
Investment
Fair Value Increase
Fair Value Decrease
Realised
* Remaining portfolio & co-invest -
not to scale
£96.2m invested
-£48.1m realised
-£139.6m fair value decrease
-£251m
Gross fair value movement
during the period
32
ANNUAL REPORT FY23
MOLTENVENTURES.COM
33
£25m£50m£75m£100m£125m(£48.1m)REALISED£527.5m£71.8m<£125m£21.1m£20.9m£37.2m£14.7m£28.3m£27.4m£34.0m£35.7m£41.0m£44.9m£52.4m£54.5m£58.6m£94.5m£96.6m£109.6mREMAININGPORTFOLIO &CO-INVEST*£125m£100m£75m£50m£25m£25m£50m£75m£100m£125m(£48.1m)REALISED£527.5m£71.8m<£125m£21.1m£20.9m£37.2m£14.7m£28.3m£27.4m£34.0m£35.7m£41.0m£44.9m£52.4m£54.5m£58.6m£94.5m£96.6m£109.6mREMAININGPORTFOLIO &CO-INVEST*£125m£100m£75m£50m£25mSTRATEGIC REPORT Portfolio review CONTINUED
During the period, we continued to operate in significant macro volatility,
but we are well-diversified across our four key sectors and continue
to be confident in the robustness of our portfolio. Cash runway within
the portfolio is a key focus within the current environment. We have
continued with discipline around our investment process, deploying
£138 million.
Portfolio valuations
The Gross Portfolio Value as at 31 March 2023
is £1,371 million, a decrease of £161 million
from the 31 March 2022 value of £1,532 million.
This represents a 16% decrease in gross fair
value. £251 million is a net decrease, resulting
from a £293 million decrease in the gross fair
value, offset by £42 million FX. 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 significant movements in some of our key
assets to reflect public market comparatives
movements. We continue to see overall
revenue growth in our portfolio companies
with forecast weighted average revenue
growth in the core of over 65% in the year,
reflecting the continued innovation and digital
transition continuing across sectors.
The Core Portfolio is made up of 17 companies
representing 62% of the Gross Portfolio Value.
New entrants to the core are Fintech OS,
HiveMQ and Schüttflix while Cazoo, Trustpilot,
Lyst, Freetrade, Smava, and N26 are not above
the threshold for the core in this period.
New Companies
During the period, we invested £61 million into
new entrants to the portfolio, including:
• HiveMQ – Molten led a €40 million Series A
funding round in HiveMQ, provider of
the enterprise MQTT messaging platform.
HiveMQ’s messaging platform allows
companies to capitalise on the industry
trend of connecting IoT devices to the
cloud. From its roots in the automotive
industry in Germany, HiveMQ has grown
into other sectors and internationally.
• Friday Finance – Molten led a
US$20 million Series A funding round in
Friday Finance, a finance management
platform designed to help businesses save
time and money. Friday Finance integrates
into the existing systems of customers,
connecting to the banks its customers
already use, so they do not have to switch
from their existing financial solutions. Friday
Finance offers the user quick insights
into their finances and allows them to
consolidate multiple accounts in one place.
• &Open – Molten led a US$26 million
Series A funding round in &Open, a gifting
platform that helps companies to send
meaningful gifts at scale. &Open helps
brands curate high-quality, design-led, and
responsibly sourced gifts for customers
around the world. As companies strive to
keep employees, customers, and partners
engaged amidst competing priorities, a
global pandemic, and the proliferation
of hybrid and remote work, &Open has
experienced a period of exponential
growth, increasing Annual Recurring
Revenue (ARR) by over 376% and growing
new clients by 270% in the last year.
• SettleMint – Molten co-led a €16 million
Series A funding round for SettleMint, a
high-performing low-code platform for
building blockchain applications. The
company has established itself as the
category defining platform for blockchain
application development for enterprise
and is trusted by leading banks, financial
services providers, global retailers,
manufacturers and by innovators in the
public sector.
• Altruistiq – Molten has led a £15 million
funding round in Altruistiq, a Climate Tech
company whose emissions reduction
model is leading the change in corporate
carbon measurement. Altruistiq’s platform
enables large enterprises with complex
supply chains to automate sustainability
data measurement, management and
exchange. Altruistiq brings unparalleled
accuracy in data reporting, breadth of
supply chain integration, and the ability to
make lasting change that goes deeper than
simply a commitment to carbon offsets.
• Vaultree – Molten co-led a US$13 million
Series A funding round for Vaultree,
an end-to-end encryption company
who makes it possible to work with fully
encrypted data without the need to
decrypt the information or surrender
security keys. The technology enables
searchable, Fully Homomorphic Encryption
(FHE) at plaintext speed – a step change in
the secure, scalable processing of data.
Follow-on
We continue to support our existing portfolios
as they grow, investing £41 million into follow-
ons (excluding secondaries), including:
• Fintech OS – Molten invested £10 million
during the period in Fintech OS, providing
an open-source solution for banks and the
insurance industry. For further information
on this company please refer to the
Portfolio update.
• CoachHub – we participated with a further
£4 million investment in a US$80 million
Series B extension round in CoachHub.
CoachHub is the leading global talent
development platform and enables
organisations to create a personalised,
measurable, and scalable coaching
program for the entire workforce,
regardless of department and seniority
level. CoachHub uses artificial intelligence
to match individuals with more than 2,500
certified business and wellbeing coaches
in 70 countries across six continents, with
coaching sessions available in more than
60 languages.
• Clue – we invested £4 million as part of
the extension to the Series C round. Clue
is a leading brand in FemTech, constantly
evolving its application environment
recently launching new products for
pregnancy and birth control and its
period tracking app is now monetised.
The company’s vision is to enable women
to make good decisions in line with their
biology and has resonated globally and the
company is considered a leading brand in
the FemTech space.
• Schüttflix – we participated in the
company’s Series A extension with a
further £7 million investment. For further
information on this company please refer to
the Portfolio update.
• Contrarian VC Fund I
(Lithuania – Climate Tech)
Contrarian Ventures is a hands-on,
community-focused, and founders vetted
seed-stage sustainable energy transition-
focused venture capital firm investing
across Europe and Israel. The firm is aiming
to be the top investor choice for Climate
Tech founders at the seed stage and be the
first institutional capital in leading Climate
Tech companies.
Earlybird
During this period, funds managed by
Earlybird Digital East and Earlybird Digital West
drew down £7 million. This allows us, via our
partnership with Earlybird into their Digital
East Fund I, Growth Opportunities Fund, and
Earlybird West’s Fund VI and VII, 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 £48 million. Of
the £48 million, we have generated proceeds
of £13million during the period from the sale
of Trustpilot shares and proceeds of £12 million
from the sale of UiPath shares.
Included within the £48 million of realisations in
the year is the syndication of part of our Fund
of Funds programme. On syndication with a
third party, we realised £13 million from the
investment vehicle.
Post period-end
As part of our portfolio management and to
generate additional liquidity, we have agreed
a secondary sale for 10% of our Earlybird Fund
VI investment on 28 April 2023, realising €14
million (£13 million).
• Finalcad – we invested £3 million in April
2022 in a Series C round. Finalcad is the
global leader in digital transformation for
construction, infrastructure and energy. Its
unique combination of software, change
management, and data helps construction
stakeholders to change the way they build.
Since 2012, Finalcad has delivered more
than 20,000 projects across 35 countries,
and has secured over $63 million in funding
from investors including, Cathay Innovation,
Salesforce Ventures, Serena, Aster, and
CapHorn Invest.
• FocalPoint – we participated with an
investment of £3 million in a Series C
funding round of £23 million by FocalPoint,
following on from the Series B investment
made in 2021. FocalPoint’s groundbreaking
super correlation software enables a new
class of satellite positioning receiver that
can measure the directions of the incoming
signals, allowing them to ignore reflected
signals and fake “spoofed” signals, making
them more accurate in cities and more
resilient against spoofing attacks.
• Agora – we invested £2 million in their
latest fundraise. Agora’s vision is to build
the largest social commerce platform for
beauty in Europe. Users can watch live
streams or video reviews from ambassadors
testing and reviewing products. During
these live shows, users can engage with
the streamers via comments and emojis,
as well as directly buy the product via the
marketplace.
• Fluidic Analytics – the Company invested
£1 million in a Series C raise with a further
£4 million invested via our EIS/VCT funds
in the period. Fluidic brings together the
best of biophysical and digital technologies
to help their customers understand the
machinery of life. Their products are based
on a fundamentally new technology
platform developed at the University of
Cambridge. This platform enables the
rapid characterization of proteins based
on the physical properties that determine
their function. And because proteins are
characterized in solution and in their natural
state — without the need for surfaces,
matrices or ionization — this platform gives
our customers access to unique quantitative
insights into protein behaviour that are not
accessible using other approaches.
• Aktiia – we invested CHF2 million in a
convertible loan note. Aktiia develops
blood pressure monitoring wearables,
which monitor blood pressure automatically
throughout the day.
• BeZero Carbon – we participated in the
US$50 million Series B funding round.
BeZero Carbon is a ratings agency for
the voluntary carbon market. Combining
expertise across climate science, finance
and policy, it provides ratings, risk and data
tools that improve information accessibility
and decision-making. Its aim is to build
markets for environmental impact.
• Manna – we invested US$3 million in a
convertible loan note. Manna provides
drone delivery as a service stack to
restaurant chains, dark kitchens, and online
food delivery platforms. Manna enables,
transforms and grows local businesses of all
types by powering a three-minute delivery
service across a 30 square mile catchment
area for them. Reaching more customers
- more quickly and in a more scalable way
than road-based delivery.
• Freetrade – we invested £1 million in
a convertible bridge. Freetrade is a
brokerage application that offers mobile
based share dealing services. They believe
investing should be accessible to everyone.
Fund of Funds
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 18
funds, bringing our total commitments to 75
funds. Total commitments to new and existing
seed funds at 31 March 2023 are £148 million,
of which £78 million has been drawn to year-
end (£26 million during the year excluding
external LPs). It is anticipated the remaining £70
million will be drawn over the next three to five
years.
Among the new funds within our portfolio are:
• Sisu Ventures III (Finland – Gaming)
Sisu Game Ventures is an early-stage
venture capital fund focused 100% on
games. Established in 2014 to support the
most promising founders in the industry.
Sisu has deep roots in the Nordic region,
but their network of founders is fully global.
• Educapital Fund II (France – EdTech)
Educapital is a leading pan-European fund
specialized in the future of education and
the future of work. Educapital covers all
segments of education (Early Childhood,
K12, Higher Education, Corporate Training,
Lifelong Learning and Future of Work) by
investing in companies combining financial
performance and social impact/learning
outcome.
34
ANNUAL REPORT FY23
MOLTENVENTURES.COM
35
STRATEGIC REPORT Portfolio review CONTINUED
Core company updates
The Molten Ventures Core Portfolio is made up of 17 companies
representing 62% of the Gross Portfolio Value. New entrants to the core
are Fintech OS, HiveMQ and Schüttflix. The companies not included in
the Core in this period are Cazoo, Trustpilot, Freetrade, N26 and Smava.
Note – narrative updates based on publicly available information from the Core portfolio companies.
Aircall is a cloud-based call centre and telephony platform for businesses. The voice platform integrates with
CRM and helpdesk tools to enhance engagement between businesses and their customers, enabling better
customer support and sales engagement. Aircall can be set up in any business with internet access and APIs
into over productivity and communication tools. The platform’s powerful analytics engine helps sales teams
improve productivity, leaving a valuable and collaborative audit trail. The company has six global offices and
over 700 employees.
Aircall has been focused on expanding the product offering and has significantly improved the feature-
richness, including new modules related to analytics, voice AI, and smart routing. This allows Aircall to keep
growing with its current customers as well as deliver an improved customer experience.
Aircall crossed the $100m ARR mark in 2022 while maintaining growth at scale, evidencing the large and
untapped market in midmarket cloud-based telephony.
Location: France
Sector: Enterprise Technology
Invested:
£14m
£59m
Fair Value:
UN Sustainable Development
Goals Mapping*
Aiven provides access to the latest open-source technologies, offering managed service solutions for
popular use cases including video streaming, database management, analytics and data visualisations.
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 has rolled out its product suite on the Microsoft Azure marketplace, supporting more developers
building products on Azure’s cloud architecture.
Aiven has been investing in key hires with experience in scaling software businesses. The most recent hire
includes David Wyatt as Chief Revenue Officer who has previous experience with Databricks and Mulesoft.
In addition, Aiven has hired four Vice Presidents to help manage the firm’s operations, and two Sales VP’s to
focus on expanding its expansion in Asia.
In May 2022, Aiven raised $210m in its Series D round, valuing the business at over $3bn. The company is
continuing to invest in expanding the business with a focus on Asia.
Location: Finland
Sector: Enterprise Technology
Invested:
£5m
£95m
Fair Value:
UN Sustainable Development
Goals Mapping*
This investment is held via Earlybird.
CoachHub is a leading online professional coaching platform that enables organisations to create a
personalised, measurable, and scalable coaching program for their employees, regardless of department
and seniority level. By doing so, CoachHub aims to help organisations to realise the benefits of professional
coaching like increased employee engagement, higher productivity, improved job performance and
retention.
In May 2022, CoachHub launched the Digital Coaching Institute (DCI) – an online community for business
coaches within the CoachHub network. The first of its kind to be offered by a global digital coaching
platform, this network gives coaches the space to connect with like-minded colleagues across the globe,
access upskilling opportunities, and benefit from additional training and coaching supervision.
In June 2022, CoachHub closed a $200m Series C round, led by Sofina and Softbank with participation from
Molten Ventures. This supports the further scaling of CoachHub’s product innovation and operations while
accelerating the company’s global expansion. This round follows the closing of an $80 million round just
eight months prior.
In October 2022, CoachHub secured a carbon neutral company certification, adding another milestone
to its existing sustainable activities.
In March 2023 CoachHub unveiled the next generation of coaching potential through AIMY, a personalised
conversational AI career coach. The product was built by leading behavioural scientists, coaching
professionals and AI Engineers, and is currently available as a free beta offering.
CoachHub is fuelling its APAC expansion by increasing its coach headcount by 75% in the region, and
unveiling new offices in Singapore and Tokyo to offer more support to its customers in the region.
Location: Germany
Sector: Enterprise Technology
Invested:
£31m
£97m
Fair Value:
UN Sustainable Development
Goals Mapping*
Endomag was founded in 2007 and produces surgical guidance products which allow surgeons to
accurately remove cancerous tumours preventing unnecessary surgery and improve outcomes and patient
experience. At present, Endomag focuses on improving the standard of care for breast cancer patients.
Location: Cambridge, UK
Sector: Digital Health & Wellness
Endomag has two primary products, Magtrace and Magseed addressing lymphatic tracing for sentinel node
mapping and markers for locating breast cancer lesions respectively without the use of radioactive materials.
In January 2023, Endomag replaced Sysmex as the exclusive provider of Sentimag (the system used to track
Magtrace) for the UK, France, Germany and Nordic regions.
In addition, at the beginning of 2023 Magtrace received full indication approval from the FDA. Until this
point, US surgeons have only been able to use Magtrace on patients undergoing a mastectomy. Now US
patients undergoing a lumpectomy can also receive Magtrace for breast cancer patients as they currently do
in the UK, Europe and Australasia.
Invested:
£9m
£34m
Fair Value:
UN Sustainable Development
Goals Mapping*
36
ANNUAL REPORT FY23
* Refer to pages 52-53 for details
* Refer to pages 52-53 for details
MOLTENVENTURES.COM
37
STRATEGIC REPORT
Portfolio review CONTINUED
Core company updates
FintechOS is a global leader in high productivity fintech infrastructure (HPFI), helping companies across
any domain rapidly launch and manage the next generation of financial products and services. FintechOS
solutions also give companies the ability to engage customers across new digital channels, and to service
their operations more effectively.
FintechOS is rolling out a new version of its product with improved flexibility and configurability. The
company has been focused on building out its community and expanding its Fintech Academy designed to
help drive the adoption and expansion of the FintechOS offering.
FintechOS has strengthened the senior leadership team, especially in North America, with industry veterans:
• Hired a strong CMO, Josie Sutcliffe, with 25 years of experience leading marketing function, designing
new categories, driving demand generation and pipeline creation as well as brand building for different
SAAS products. She has settled in the new role and has already made a real difference in shaping the
marketing strategy as well as driving demand generation.
• Hired a seasoned COO, Glenn Anschutz. Previously CEO and President of OneShield Software. He is
supporting the US expansion as well as helping to implement best-in-class and efficient customer service
function.
Location: UK
Sector: Enterprise Tech
Invested:
£27m
£28m
Fair Value:
UN Sustainable Development
Goals Mapping*
Form3 provides a cloud-native, real-time payment technology platform to enable banks and regulated
fintechs to create new tech-enabled products and experiences.
Across FY23 the company focused on scaling into a global player in the payments space partnering with
Goldman Sachs’ TxB cross border and FX platform. Form3 can now access payment services in 124 currencies
across 163 countries.
Form3 also joined the FedNow pilot program helping to modernise the US payment landscape embedding
Form3’s cloud-native architecture to the world’s largest currency. FedNow will provide interbank clearing
and settlement, enabling real-time funds transfer between receivers and senders.
Form3 grew their workforce by 20% over 2022 through their partnership with Deel (a remote working and
collaboration platform). They offered their sparsely located workforce a flexible option to stay with the
company, improving retention and scaling their employee base.
Following the company’s successful Series C led by Goldman Sachs raising $160m in 2021, Form3 raised a
further €23m in a private credit facility from Atempo Growth in October 2022 to continue accelerating the
business progress.
The company has recently engaged Accenture to support Nationwide Building Society’s digital payments
infrastructure.
Location: UK
Sector: Enterprise Tech
Invested:
£30m
£52m
Fair Value:
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. The IPU architecture enables AI researchers to
undertake entirely new types of work, thereby helping to drive advances in machine intelligence.
Location: Bristol, UK
Sector: Hardware & Deeptech
In June 2022, Graphcore began working with Japan’s Kindai University who are using Graphcore’s IPU for
their machine learning program, expanding research into brain-line information processing. Kindai is the first
Japanese university to join Graphcore’s industry-academic collaboration program which includes Stanford
University, Imperial College London, the University of Oxford, CERN, and numerous others.
In August 2022, Graphcore launched a partnership with Paperspace, a machine learning platform
specialising in on-demand high-performance computing to share Graphcore’s IPUs with their network
of developers promoting Graphcore’s IPUs to a host of new AI engineers.
Invested:
£24m
£37m
Fair Value:
UN Sustainable Development
Goals Mapping*
HiveMQ’s messaging platform (MQTT) is designed for the fast, efficient and reliable bi-directional
movement of data between device and the cloud. From its roots in the automotive industry in Germany,
HiveMQ has grown into other sectors and internationally.
Location: Germany
Sector: Hardware & Deeptech
Molten Ventures led a €40m Series A funding round in HiveMQ in May 2022.
In July 2022, Frost & Sullivan, the research and consulting firm, analysed the manufacturing MQTT
connectivity platforms industry and, based on its assessment results, recognised HiveMQ with the 2022
Global Entrepreneurial Company of the Year Award.
In September 2022, HiveMQ released a new feature that makes it possible to trace and debug MQTT
data streams from device to cloud and back. Complete IoT observability requires insight into three pillars:
metrics, traces and logs. HiveMQ has added distributed tracing to help organisations achieve end-to-end
observability and make their IoT applications resilient and perform better.
In September 2022, HiveMQ announced the availability of he HiveMQ Enterprise Extension for Google
Cloud Pub/Sub, a new feature that integrates MQTT data into Google Cloud. This allows organisations to
benefit from HiveMQ’s standards-based platform to send IoT data reliably and securely to Google Cloud
enterprise services such as monitoring, advanced analytics and machine learning.
Invested:
£20m
£21m
Fair Value:
UN Sustainable Development
Goals Mapping*
38
ANNUAL REPORT FY23
* Refer to pages 52-53 for details
* Refer to pages 52-53 for details
MOLTENVENTURES.COM
39
STRATEGIC REPORT
Portfolio review CONTINUED
Core company updates
Iceye’s radar satellite imaging service, with coverage of selected areas every few hours, both day and
night, helps clients resolve challenges in sectors such as maritime, disaster management, insurance,
finance, security, and intelligence with actionable information. ICEYE is the first organisation in the
world to successfully launch synthetic-aperture radar (SAR) satellites with a launch mass under 100 kg.
Following Iceye’s latest fundraising round earlier in 2022 of $136m the company has raised $304m in
total from a variety of both Venture Capital investors and strategic investors like BAE systems and the
UK’s National Security Strategic Investment Fund.
As part of Iceye’s latest financing round, Tokio Marine (a Japan based global insurance company)
participated sparking a partnership to focus on the digital transformation of Tokio’s natural disaster
insurance business.
Location: Espoo, Finland
Sector: Hardware & Deeptech
Invested:
£23m
£36m
Fair Value:
Iceye’s US subsidiary has recently signed a contract with NASA for a five-year purchase of Iceye’s synthetic
aperture radar data to advance NASA’s earth science analysis and application portfolios.
UN Sustainable Development
Goals Mapping*
Iceye also won the “Top Startup Partner” accolade from Esri (a global leader in location intelligence)
unlocking new customer segments and joining Esri’s network of over 2,800 partners.
Isar Aerospace develops and builds launch vehicles for transporting small and medium sized satellites, and
satellite constellations, into Earth’s orbit.
Location: Germany
Sector: Hardware & Deeptech
Isar welcomed Alexander Oelling as Chief Digital Officer. Alexander will support Isar Aerospace’s scaling
along the company’s integrated value chain.
Isar also expanded the team having hired David Knonator as CFO. David has previous experience as an
Executive and Private Equity.
In March 2023, Isar closed a Series C funding round, raising $165 million. The round was completed a series
of Venture Capital and strategic investors.
Exotrail and Isar signed launch service agreements where Exotrail’s spacedrop™ delivery service will use Isar
Aerospace’s launch vehicle Spectrum on multiple firm launches between 2024 and 2029 to deliver satellites
in LEO and GTO orbits.
Invested:
£5m
£27m
Fair Value:
This investment is held via Earlybird.
Ledger produces hardware wallets for crypto and related assets. They currently offer a range of products
aimed at securing one’s crypto portfolio in an offline physical device preventing bad actors from digitally
accessing crypto assets. In addition, they have built a full stack software platform to help customers buy, sell
and exchange their crypto assets securely.
In June 2022 Ledger Market was released, this is Ledger’s end-to-end Web3 distribution platform for
artists, brands and users. This is a new distribution platform enabling artists, brands and users to create,
store and distribute NFTs seamlessly and securely.
In December 2022, Ledger Launched Ledger Stax, designed by Tony Fadell (creator of the iPod). The
result is called Ledger Stax which is a handheld device with a powerful E Ink screen used to display and
manage crypto assets including NFTs. The device has a unique screen which curves around the spine
and supports over 5,000 coins.
Location: France
Sector: Hardware & Deeptech
Invested:
£29m
£72m
Fair Value:
In March 2023, Ledger added a further $109m of new funding to their Series C, totalling $380m and
led by 10T with participation from Molten Ventures. The round was raised at a valuation of $1.4bn and
included new investors such as True Global Ventures (TGV).
UN Sustainable Development
Goals Mapping*
•
•
•
M-Files is an intelligent file management platform allowing its customers to organise their content to improve
search efficiency, categorisation, and document security. The platform connects to existing folder networks
and uses AI to help best categorise information.
Location: US
Sector: Enterprise Tech
• M-Files has continued to advance its platform providing further improvements in mobility and
accessibility, content collaboration, enhanced decision-making, and superior user experience.
•
In 2022, M-Files boosted sales in Western Europe by 59%, grew bookings for Professional Services’
industry customers by 30%, and gained 100 new clients for its external collaboration solution, M-Files
Hubshare, reaching new milestones in key growth metrics.
• M-Files was recognised in the 2022 KMWorld AI 50 list, named a winner in the Business Intelligence
Group’s Artificial Intelligence Excellence Awards, and M-Files’ intelligence service, Smart Migration, was
named a finalist in the 2022 CRN Tech Innovator Awards.
• Earlier in 2022, Bob Pritchard joined the team as CRO along with two new Board appointments (Nancy
Harris and Christophe Duthoit joining as Non-Executive Directors).
• Additionally, the company recently expanded its offering with its acquisition of Ment in February 2023,
enabling legal professionals to generate complex data-driven documents more quickly and consistently.
Invested:
£7m
£45m
Fair Value:
UN Sustainable Development
Goals Mapping*
40
ANNUAL REPORT FY23
* Refer to pages 52-53 for details
* Refer to pages 52-53 for details
MOLTENVENTURES.COM
41
STRATEGIC REPORT
Portfolio review CONTINUED
Core company updates
PrimaryBid is a technology platform that allows everyday investors access to public companies raising capital.
The PrimaryBid platform enables retail investors to retail investors transact at the same time and at the same
price as institutional investors.
Location: UK
Sector: Consumer Tech
In February 2022, PrimaryBid announced a $190m Series C led by Softbank used to fuel the
business’s expansion.
In October 2022, PrimaryBid launched its pan-European Connect Platform enhancing customer’s access
to IPOs, placings and bonds. Over 60 brokerage partners have signed up to the platform including
AJ Bell, Hargreaves Lansdown and Interactive Investor.
In January 2023, the company appointed a new COO, Fiona Richards, who will lead global operations
and strategic planning.
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 enhance returns, reduce risk and increase efficiency by systematically
incorporating the effects of public information on their models and workflows.
• The Credit Suisse RavenPack AI Index won the “Index of the Year” Award from Structured Retail Products.
This recognition comes only nine months after exceeding US$1bn in notional derivatives linked to it.
In September 2022, RavenPack, in collaboration with LinkUp, announced the release of the RavenPack
Job Analytics product, a predictive dataset sourced directly from the websites of more than 60,000
employers globally to enable customers to measure business growth, innovation, financial health and
strategic direction. RavenPack and LinkUp partner to deliver workforce intelligence from over 200 million
job postings.
•
•
Invested:
£14m
£15m
Fair Value:
UN Sustainable Development
Goals Mapping*
Location: Marbella, Spain
Sector: Enterprise Tech
Invested:
£8m
£41m
Fair Value:
In June 2022, RavenPack announced the appointment of Aakarsh Ramchandani as its first Chief Strategy
Officer. Aakarsh joined from Third Point, a $15bn Hedge Fund where he oversaw data science and
product strategy.
UN Sustainable Development
Goals Mapping*
Schüttflix is the first logistics hub for the construction bulk-materials industry that works digitally and supplies
sand, gravel and grit on the spot.
The Schüttflix app connects suppliers and carriers directly with customers from the road construction, civil
engineering, gardening and landscaping sectors, transforming the market for all custom construction bulk
materials into an efficient, Germany-wide ecosystem.
In August 2022, Schüttflix’s app went live in the Polish market. The Polish market presents a clear opportunity
for the digitisation of the construction site, facilitating the work of general contractors in obtaining aggregate
offers quickly and efficiently. Within a month, 100 companies joined the platform.
Cloud native banking technology company, Thought Machine, provides core banking infrastructure
to both incumbent and challenger banks. 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.
Thought Machine launched a cloud-native card and payment processing platform in 2022 as part of its
“Vault” product offering called Vault Payments.
Earlier in 2022, Thought Machine closed its Series D led by Temasek of $160m valuing the business at
US$2.7bn.
Thought Machine continues to add top clients to its roster now including the Softbank backed US consumer
finance app M1 which has over $6bn in AUM.
Location: Gütersloh, Germany
Sector: Enterprise Tech
Invested:
£20m
£21m
Fair Value:
UN Sustainable Development
Goals Mapping*
Location: UK
Sector: Hardware & Deeptech
Invested:
£37m
£110m
Fair Value:
UN Sustainable Development
Goals Mapping*
Revolut is a global financial services company that specialises in mobile banking, card payments, money
remittance, and foreign exchange.
Revolut continues to reach new heights as the consumer fintech app surpasses 28m customers globally,
processing over 250m transactions per month. The company supports banking services in over 200
countries/regions across 29 currencies.
Revolut announced profitability for 2021 posting £40m in profits for the period.
Over 2022 they expanded into new locations across the Americas, Europe and Asia.
Revolut is also looking to expand their business customer offering which has over 500k users.
Location: UK
Sector: Consumer Tech
Invested:
£7m
£55m
Fair Value:
UN Sustainable Development
Goals Mapping*
42
ANNUAL REPORT FY23
* Refer to pages 52-53 for details
* Refer to pages 52-53 for details
MOLTENVENTURES.COM
43
STRATEGIC REPORT
Sustainability
Report
Contents
Sustainability Report
46 Sustainability overview
48 Activities in the year
50 Our ESG policy in action
51 Responsible investment
52 Alignment of portfolio to UN SDGs
54 Portfolio engagement in ESG
56 ESG – Environmental
59 Molten Ventures Climate Strategy
63 TCFD report
72 ESG – Social
75 ESG – Governance
ESG at Molten in numbers
This year...
55
portfolio companies mapped to at
least one UN SDG
The Molten team comprised of
40%
female personnel
We offset
177
tCO2e which represents 100%
of our Scope 1 and 2 and select
Scope 3 emissions for calendar
year 2022
91%
of FTEs who reported data used
public transport, cycling or
walking as their main mode of
transport for their commute
We provided
63%
of new investments made during
FY23 with financial support towards
their carbon footprint calculations
or offsetting
52%
of portfolio companies have had
1:1 ESG onboarding with our
ESG Lead
100%
of our employees* completed
Bullying and Harassment
training
78%of portfolio companies have
completed our ESG Framework
for at least one iteration
* 100% of full-time employees during Q4 of FY23 (excluding those on parental leave).
44
ANNUAL REPORT FY23
MOLTENVENTURES.COM
45
STRATEGIC REPORT
Sustainability overview
Progressing our ESG journey
This year we have continued to make progress in our ESG journey, at
both a company and portfolio level. We use our corporate purpose,
which is to advance society through technological innovation, to provide
a level of strategic direction to the work we carry out and the long-
term vision we are developing. Understanding what is important to our
people and to our portfolio is critical in leading our efforts, and focusing
our responsibility to create positive, tangible change. As such, we are
committed to maturing and refining our ESG agenda over time and
recognise that we, like many players in the VC industry, will continue to
learn and adapt to the challenges that are presented along the way.
We are pleased to announce that we have achieved 100% of FY23 ESG
KPIs, the details of which are outlined in the table below. These ambitious
targets have been completed through hard work and collaboration
of our ESG Working Group, with strategic guidance from the ESG
Committee. While these KPIs have proven challenging, we are applying
a more directional, long-term perspective to progress and achievement
against our FY24 KPIs, as part of the evolution of our ESG strategy more
widely.
FY23
ESG KPI
Completion update
Environment
Implement a Climate Strategy which defines
the Group’s GHG reduction targets, KPIs and
roadmap to net zero.
Engage with the management teams of at least
50% of direct primary investments during the
period to establish their Scope 1 and 2 GHG
emissions and assist with GHG reduction plans,
footprint analysis and offsetting schemes up to a
level of £10,000 per portfolio company.
Increase accuracy of Scope 3 measurements
(upstream and downstream) to report against the
SECR and TCFD frameworks.
• Formal engagement with Accenture began in
February 2023 on the development of our Climate
Strategy which is presented in this Annual Report on
pages 59-62. This Strategy is inclusive of Scope 1 and 2
reduction targets and portfolio engagement targets in
alignment with best practice.
• Engagement has taken place with 100% of new
investment management teams on the financial
support we offer towards GHG measurement,
management, and offsetting and 63% have since
utilised this opportunity.
• We have engaged with carbon emissions
management specialists at our new partners, Altruistiq
and Accenture. SECR and TCFD are presented in the
Annual Report on pages 63 to 71.
Undertake the Company’s first CDP Climate
Change disclosure.
• We submitted our disclosure in July 2022 for the full
version of the Climate Change Questionnaire.
Social
Develop the Group’s D&I Recruitment Policy to
track and report on D&I-related metrics through
the hiring process.
• This policy is in place and HR has been tracking key
D&I metrics of new hires and active recruitment during
the period.
Achieve implementation by 80-100% of directly
held portfolio companies of a (i) Parental Policy
and (ii) Health & Wellbeing Policy.
Establish, track and report portfolio progress
across a range of core D&I targets.
Governance
Develop and publish a Group Human Rights
Policy.
Achieve implementation by 80-100% of directly
held portfolio companies of a (i) Cyber Security
Policy, (ii) Anti-Bribery and Anti-Corruption
Policy, (iii) Whistleblowing Policy, and (iv) Anti-
Harassment Policy.
• Parental Policy – confirmed implementation by 84% of
directly held portfolio companies.
• Health & Wellbeing Policy – confirmed
implementation by 81% of directly held portfolio
companies.
• The ESG Framework requests gender and ethnicity
data across the Board, senior management/leadership
and total workforce. This has been completed by 45
portfolio companies.
• Policy has been developed, received Board approval
on 27 September 2022 and has been published on the
website.
• Cyber Security Policy – confirmed implementation by
84% of directly held portfolio companies.
• Anti-Bribery/Corruption Policy – confirmed
implementation by 88% of directly held portfolio
companies.
• Whistleblowing Policy– confirmed implementation by
83% of directly held portfolio companies.
• Anti-Harassment Policy – confirmed implementation
by 88% of directly held portfolio companies.
Status
100%
achieved
100%
achieved
100%
achieved
100%
achieved
100%
achieved
100%
achieved
100%
achieved
100%
achieved
100%
achieved
FY23
ESG KPI
Completion update
Overarching
Develop and formalise the Company’s Corporate
Purpose to articulate our core reason for being, in
alignment with the Group’s ESG Policy.
• Completed with Board approval and communicated to
the wider team in April 2023.
Track and report on the metrics used by the
Company to evaluate potential investments in
alignment with the Company’s ESG Policy.
• Our ESG Framework is completed as part of Due
Diligence and on an ongoing basis has been
completed by 78% of directly held portfolio companies,
with key highlights presented on page 55.
Deliver two portfolio engagement events
focussed on ESG-related risks and opportunities.
• FairHQ delivered event on D&I in the recruitment
process in February 2023.
• Gowling WLG delivered event focused on best
practice in governance in March 2023.
Status
100%
achieved
100%
achieved
100%
achieved
FY24 ESG KPIs
The ESG KPI indexes 10% bonus entitlement for all staff and Executive Directors (see further details on page 112). These KPIs have been developed as
part of the evolution in our ESG strategy towards target setting which is long-term, strategic and holistic in nature, reflective of our growing maturity in
this area and our newly developed Climate Strategy.
Portfolio Level
PLC Level
Climate Strategy
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
• All core portfolio companies assessed
on their alignment to our Corporate
Purpose and 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
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
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
•
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
• 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
46
ANNUAL REPORT FY23
MOLTENVENTURES.COM
47
STRATEGIC REPORT Activities in the year
Sustainability at Molten Ventures
At Molten, we advance society through technological innovation; we do this by finding and equipping the best innovators with the tools they need to
transform the way the world works. As responsible investors, we have a unique position to define our future by funding and championing innovative
tech companies which deliver robust financial returns alongside strong ESG practices and performance. We integrate ESG across all facets of the
business, including through deal sourcing and due diligence, portfolio management and in how we operate as a firm. We strongly believe that the
businesses we back are more valuable assets when able to demonstrate a level of ESG maturity with a long-term view of the growing importance and
expectations in this space.
Demonstrating resilience to the unique challenges presented by the climate crisis, and a commitment to foster an inclusive workforce of diverse
thinkers are increasingly important factors within the investment decision process. In addition to this, we recognise the importance of practicing what
we preach, and so continue to develop our internal ESG strategy, to ensure we are doing our bit. We are dedicated to reducing our greenhouse gas
(GHG) emissions, promoting Diversity and Inclusion, and demonstrating good governance across our own activities and interactions with our portfolio
companies.
May 2022
December 2022
• Set up our office Multi-Faith and Wellbeing Room for a more
inclusive office environment
January 2023
• Molten hosted Portfolio Engagement Event: Building an
• Ben Robson spoke at UN PRI’s webinar: Responsible
Inclusive Hiring Process as you Scale, co-hosted by FairHQ
Investment in Venture Capital: Asset Owner expectations of
VC GPs
• Recognised as a Sustainalytics 2023 Top-Rated Company at
industry and regional level
• Offset 97 tonnes of CO2e attributed to Molten’s FY22 Scope 1,
2 and select Scope 3 emissions through UK-based peatland
restoration and tree planting projects with IUCN and VCS
accreditations.
• Participated in ESG in VC Office Hours event meeting founders
specifically tackling S – “Social” and “G” – Governance issues,
to offer them guidance on their journey.
February 2023
• Engaged with Accenture to support with our climate action
• Joined the ImpactVC community initiative focusing on shared
and journey to net zero
learnings to drive impact within venture
March 2023
• Molten hosted Portfolio ESG Event: The Importance of Strong
• Mohadeseh Abdullahi from the Investment Team sat on a
Governance
• Provided financial support to eight portfolio companies towards
measuring, managing and offsetting their carbon footprint
panel celebrating International Women’s Day with DiversityVC,
WVC:E and Cooley LLP
Looking forward
• Building on our disclosure to improve our CDP score in this
• First year of charitable activities of the Esprit Foundation
year’s cycle
• Delivering against FY24 ESG KPIs (see page 47)
June 2022
• Group-wide Diversity, Equality and Inclusion Recruitment
• ESG-focused Purpose Workshop was delivered for the ESG
Policy was updated to include quantitative metrics
• ESG Committee held its first meeting
Working Group alongside company-wide Corporate Purpose
Workshops
July 2022
• First full Climate Change questionnaire was submitted to CDP
• Our first Volunteer Day was led by The Royal Park’s Trust on
wildlife restoration
• Donated total combined sum of £81,000 to cover portfolio
company losses incurred directly as a result of the Russia
Ukraine conflict
September 2022
• Developed 13 template policies as part of Sustainability Toolkit
• Published our Groupwide Human Rights Policy
to share with portfolio companies
October 2022
• Shared portfolio ESG data gathered through our ESG
Framework with ESG_VC for inclusion in their 2022 report on
industry trends in portfolio performance in ESG
November 2022
• Reported first iteration of data as signatory to the Investing in
Women Code
• Ben Robson spoke at PEI’s European Responsible Investment
Forum: Venture Capital: is venture catching up with PE on its
approach to ESG?
48
ANNUAL REPORT FY23
MOLTENVENTURES.COM
49
STRATEGIC REPORT Our ESG policy in action
Responsible investment
Our mission 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 values and
ESG considerations in developing best-in-class technology companies
and achieving strong returns for our investors.
External engagement and benchmarking
We believe it is important to demonstrate our commitment to ESG and responsible investment through voluntary involvement with external standards
and frameworks. We remain at the formative years of our ESG benchmarking process, but as we begin to gather more longitudinal data, we hope to
establish a baseline from which we can compare and track improvements in the future.
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.
UN Principles for
Responsible Investment
(“UN PRI”)
As signatories to the UN PRI we
demonstrate our recognition
of the role we play and
responsibilities we hold in
building a more sustainable
financial system.
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.
The Taskforce 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.
SECR
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.
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.
Diversity VC Standard
In FY2022 we attained our
Diversity VC Standard Level 1
certification after an assessment of
our recruitment, culture, dealflow
and portfolio guidance policies
compared to DEI best practice.
Impact VC
We are a member of Impact VC
which is a community-led initiative
for knowledge, tools and resource
sharing for the acceleration of
impact within venture.
We aim to use
our position to
help portfolio
companies
identify their
business-specific
ESG risks and
opportunities, and
provide the tools
and guidance for
them to mitigate
and realise the
same.
Integration of ESG in our investment strategy
We are committed to a policy of responsible investment through the life cycle of our investments, from pre-screening
to exit. We believe that ESG integration across our portfolio is paramount and enables us to fulfil our broader corporate
purpose: to advance 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 in order
to contribute towards a more sustainable and prosperous future for all.
While we don’t expect or demand the finished product, we do ask for a commitment from founders and management
teams to meet or surpass our ESG targets during the lifetime of our investment with our support. We believe that in
doing so, this creates value for our Shareholders and makes our portfolio companies more attractive for investment,
against ever-growing expectations of investors, regulators, prospective talent and consumers.
Early and transparent dialogue with our portfolio companies about our ESG expectations allows us to work
collaboratively, and to identify their business-specific ESG risks and opportunities, while providing the tools and
guidance to help mitigate issues and achieve ESG-related goals which are set.
Molten Team ESG training
We aim to ensure that ESG is not siloed within our investment process, but instead is an integrated component of
our business model and investment strategy. Our approach to ESG is holistic throughout the Company and our ESG
Working Group exemplifies the value of cross-team contributions and inclusive representation in this area.
We are committed to providing training to our wider team (including the Executive) on ESG topics to ensure continued
understanding of the value of ESG, portfolio performance and the role we play in pioneering action towards
sustainability and prosperity for all. This training is led with a particular focus on the Investment Team, recognising the
unique contribution they have, and the enhanced impact this can produce. ESG training took place as part of our
Investment Strategy meeting in January 2023 and was led by our internal ESG Lead and explored our progress to
date in our ESG commitments both within the investment process and more broadly. The session also provided the
Partnership Team and wider Investment Team with practical guidance for utilising the ESG data collected from portfolio
companies for both initial and ongoing performance tracking.
ESG topics were also presented at our Portfolio Strategy day in February 2023, giving Company-wide visibility of our
progress towards achieving our ESG KPIs and the positive contribution of ongoing support from the Investment Team
in pushing our ESG agenda out to the portfolio.
In continuation of our ESG training (and internal communication), one of our FY24 ESG KPIs is to deliver an internal
training session to the Investment Team, and other key internal stakeholders on the topic of ESG performance across the
portfolio, to further integrate ESG into our investment strategy and portfolio management.
01
Pre-screening
We are mindful of the general themes
surrounding ESG and our role as a
responsible investor when considering
potential investments.
02
Screening
We screen all prospective portfolio
companies against our ESG Exclusion List
which contains various assets we will not
invest into.
03
Due diligence
We distribute our ESG Framework to
identify risks as part of the diligence
process.
The output of this Framework is used to
help inform our investment decision.
Significant ESG risks are flagged and
escalated to General Counsel.
04
Investment
Committee
We outline ESG risks and opportunities
as part of qualitative assessment in the
Investment Committee paper.
Relevant ESG topics are explored as part of
the Investment Committee discussion and
decision-making process.
05
Ownership
06
Exit
We monitor portfolio companies’
performance through annual distribution of
our ESG Framework and deliver bespoke
ESG Events to help with integration of ESG
strategies.
We collate historic ESG data through the
lifetime of the investment to produce a
summary of ESG progress.
50
ANNUAL REPORT FY23
MOLTENVENTURES.COM
51
STRATEGIC REPORT Alignment of portfolio to UN SDGs
The Sustainable Development Goals (SDGs) were adopted by the
United Nations (UN) in 2015 as a universal call to action ensuring a
better and more sustainable future for all. The SDGs are intended to
be achieved by 2030 and are made “actionable” through 169 targets
and 231 indicators within each goal.
SDG/Sector
Each year, we carry out an assessment of our portfolio to identify companies that are strongly aligned to one or more of
these goals and whose business model and operations demonstrate positive contribution forwards the achievement
of these goals. For two years running, 77% of the portfolio has mapped to at least one UN SDG. For more detail on the
methodology we follow to undertake this assessment, please refer to page 54 of Annual Report FY22.
Agritech,
Foodtech
Digital health and
wellness, Deeptech
Digital health, wellness
and quality education,
Deeptech
Digital health
and wellness,
SaaS
Deeptech,
Fintech
Strongly aligned targets within each goal
Deeptech
Consumertech
SaaS
SaaS
SaaS
Target 5.1
End all forms of
discrimination against
all women and girls
everywhere.
No. of aligned companies
2
Target 8.2
Achieve higher levels of
economic productivity
through diversification,
technological upgrading
and innovation, including
through a focus on high-
value added and labour-
intensive sectors.
No. of aligned companies
18
Target 8.10
Strengthen the capacity
of domestic financial
institutions to encourage
and expand access to
banking, insurance and
financial services for all.
No. of aligned companies
9
Target 4.3
By 2030, ensure equal
access for all women and
men to affordable and
quality technical, vocational
and tertiary education,
including university.
No. of aligned companies
1
Target 4.4
By 2030, substantially
increase the number of
youth and adults who have
relevant skills, including
technical and vocational
skills, for employment,
decent jobs and
entrepreneurship.
No. of aligned companies
2
Target 3.4
Reduce premature
mortality through
prevention and treatment
and promote mental health
and wellbeing.
No. of aligned companies
6
Target 3.7
Ensure universal access to
sexual and reproductive
healthcare services,
including for family
planning, information and
education.
No. of aligned companies
1
Target 3.8
Achieve universal health
coverage, including
financial risk protection and
access to quality essential
health-care services.
No. of aligned companies
3
Target 2.a
Increase investment,
including through
enhanced international
cooperation, in rural
infrastructure, agricultural
research and extension
services, technology
development and plant
and livestock gene banks
in order to enhance
agricultural productive
capacity in developing
countries.
No. of aligned companies
1
Target 2.4
By 2030, ensure sustainable
food production systems
and implement resilient
agricultural practices that
increase productivity and
production, that help
maintain ecosystems,
that strengthen capacity
for adaptation to climate
change, extreme weather,
drought, flooding and
other disasters.
No. of aligned companies
2
Total number of companies aligned to each UN SDG
Target 10.5
Improve the
regulation and
monitoring of global
financial markets
and institutions
and strengthen the
implementation of
such regulations.
Target 11.3
Enhance inclusive
and sustainable
urbanization
and capacity for
participatory,
integrated and
sustainable human
settlement planning.
No. of aligned
companies
2
No. of aligned
companies
1
Target 11.6
Reduce the
adverse per capita
environmental
impact of cities,
including by paying
special attention to
air quality and waste
management.
No. of aligned
companies
5
Target 13.1
Strengthen
resilience and
adaptive capacity
to climate-related
hazards and natural
disasters in all
countries.
No. of aligned
companies
1
Target 13.3
Improve education,
awareness-raising
and human
and institutional
capacity on climate
change mitigation,
adaptation, impact
reduction and early
warning.
No. of aligned
companies
4
Target 12.3
Halve per capita
global food waste
at the retail and
consumer levels and
reduce food losses
along production
and supply chains,
including post-
harvest losses.
No. of aligned
companies
1
Target 12.6
Encourage
companies,
especially large
and transnational
companies, to adopt
sustainable practices
and to integrate
sustainability
information into their
reporting cycle.
No. of aligned
companies
5
Target 9.1
Develop reliable, sustainable
and resilient infrastructure,
to support economic
development and human
wellbeing.
No. of aligned companies
1
Target 9.3
Increase the access of small-
scale industrial and other
enterprises to financial services
including affordable credit.
No. of aligned companies
5
Target 9.4
Upgrade infrastructure
and retrofit industries
with increased resource-
use efficiency and
greater adoption of clean
technologies.
No. of aligned companies
15
Target 9.5
Enhance scientific research,
upgrade the technological
capabilities of industrial
sectors. Encouraging
innovation and substantially
increasing the number of R&D
workers.
No. of aligned companies
9
Deeptech,
Hardware
Target 15.2
By 2030, promote
the implementation
of sustainable
management of
all types of forests,
halt deforestation,
restore degraded
forests and
substantially increase
both afforestation
and reforestation.
No. of aligned
companies
1
2
10
3
2
25
29
2
6
6
5
1
52
ANNUAL REPORT FY23
MOLTENVENTURES.COM
53
STRATEGIC REPORT Portfolio engagement in ESG
FOR MORE INFO SEE
PAGE 51
As active, responsible investors, we recognise the
importance and value of engaging with our portfolio
companies to assess their performance in ESG through
both quantitative and qualitative means. This occurs
pre-investment, during the due diligence process and
throughout the life cycle of the investment and allows us
to develop tailored action plans for each of our portfolio
companies.
The support required by the portfolio varies company to company, depending on factors such as sector-specific
challenges, level of ESG maturity at the point of investment and champion areas they choose to focus their efforts on.
As such, we have developed a range of proprietary tools and resources and gathered publicly available content
and best-practice guidance for alignment to external standards and frameworks. These resources have been shared
through the provision of our Sustainability Toolkit which includes 13 corporate policy templates, a staff survey for
measurement of key D&I metrics and a job board directory to access more diverse talent pools. Depending on the
specific needs of the portfolio company, a tailored selection of these resources is shared in order for them to develop
their ESG strategy and in doing so, we believe, become a more valuable asset.
ESG 1:1 engagements and onboarding
While we strive for a broader shift towards quantification in tracking and reporting of ESG metrics, we also see value
in the richness of qualitative assessment of ESG performance through 1:1 engagements with our portfolio companies.
These engagements allow for more free flowing discussion of potential challenges facing the portfolio so that we might
help them overcome these while realising ESG opportunities and minimising ESG risks which may have been identified
during the due diligence process. 1:1 engagements with Molten’s ESG Lead have taken place either in person or
remotely with 52% of our directly held investments. The direct impact of these support meetings will be explored on a
longer time scale through disclosure against our FY24 ESG KPIs (see page 47). Next year, we will also be establishing a
more formalised ESG onboarding with all new investments made during the period.
Portfolio ESG data
As a continuation of our portfolio ESG data gathering exercise, we have for the second year distributed our ESG
Framework to the majority of directly held portfolio companies during the due diligence process and then on an
ongoing annual basis. Our ESG Framework has been developed in collaboration with ESG_VC, a VC community led
initiative, and constitutes of 48 questions on the following areas:
ESG – Environment
ESG – Social
ESG – Governance
Carbon emissions
reduction
Measuring diversity
Parental policy
Fair and equal pay
Air pollution
reduction
Encouraging diversity
and inclusion
Board oversight
Cyber security
controls
Resource efficiency
Staff wellbeing
Corporate policy
Health and Safety
Sustainable
procurement
Working with
community
Exploring these themes allows us to build an understanding of material ESG risks and opportunities, particularly in
relation to our TCFD reporting and Climate Strategy commitments. The output of the ESG Framework is an extensive
breakdown of portfolio company performance by theme, as well as a quantitative score for each ESG pillar and
an Improvement Plan as the starting point for a 12-month roadmap. Tracking and reporting ESG metrics across our
portfolio allows us to aggregate and share data back to our portfolio companies to help them benchmark their ESG
performance against their peers and monitor and improve their progress over time.
This year, 78% of portfolio companies completed our ESG Framework, providing us with valuable data and insights into
their ESG activity and performance. Key findings from these data include the following:
FOR MORE INFO SEE
PAGE 63
15
portfolio companies measure
their carbon footprint, a further
10 intend to do so in the
next 12 months
Average female representation
on portfolio companies’
boards is
14%
56%
of portfolio companies have
energy-efficient measures
implemented in their primary office
49%
of portfolio companies conduct
equality, diversity and inclusion
training for their staff
The average number of Board
meetings held in the last 12 months
by portfolio companies is
6
84%
of portfolio companies reported
zero cybersecurity incidents
in the last 12 months
ESG engagement events
We recognise the importance of supporting our portfolio companies through educational means in order to build
awareness of the ever-changing industry expectations and best practice guidance. As part of this, we hosted two
portfolio engagement events this year in collaboration with external advisers detailing specific ESG challenges and
opportunity areas most material to our portfolio.
The first of these was led by FairHQ, a tech platform which helps fast-growing companies embed D&I across their
business using data, research and behavioural science. The session focused on building an inclusive hiring process as
portfolio companies scale, through practical and actionable means. Attendees also gained insights into how to identify
and overcome common biases in the hiring process and had a Q&A opportunity. There were 17 portfolio attendees at
this event.
The second event was led by experts from Gowling WLG. More information on this event is located on page 75.
54
ANNUAL REPORT FY23
MOLTENVENTURES.COM
55
STRATEGIC REPORT ESG - Environmental
We annually report our GHG emissions and energy consumption in
accordance with the Companies (Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations 2018. These
regulations implement the government’s policy on Streamlined Energy
and Carbon Reporting (SECR). We qualify for SECR compliance on the
basis of being a UK-based quoted company, and the following section
presents our SECR disclosures for CY22.
SECR statement
Our third year of Streamlined Energy and Carbon Reporting (SECR)
compliance has been carried out by portfolio company Altruistiq, who
were engaged on an arms length basis to assist with the calculation of
our energy consumption and GHG emissions. Previously, emissions have
been disclosed based on financial year (“FY22”), but this and subsequent
years will be reported based on calendar year (“CY22”) to better align
calculation and reporting timelines. Therefore, while we present our FY22
figures below, we do not draw comparison between these figures and
CY22 figures given cross over in 12-month time periods and changes in
methodology which are outlined on page 57.
As per SECR requirements, energy and fuel use activities have been
tracked in the UK and Ireland. The GHG emissions have been calculated
using the 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 Ventures, 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 CY22 global energy consumption and GHG
emissions for SECR compliance. Our UK and Global (Ireland) emissions
are reported as a combined figure for both FY22 and CY22.
Table A: GHG emissions and energy use data for SECR
Energy efficiency actions
We have implemented a range of measures and energy efficiency
actions which are outlined in the carbon reduction section on page 58.
Greenhouse gas emissions
In CY22, we calculated our Group-wide carbon footprint. This section
presents our full carbon footprint, including our Scope 1, Scope 2 and all
material Scope 3 emissions, along with the data collection and calculation
methodologies used.
A key focus this year, and one of our FY23 ESG KPIs, was to increase the
accuracy of Scope 3 measurements (upstream and downstream). This has
been achieved using Altruistiq’s GHG Protocol-aligned methodology
as well as the provision of more granular data, particularly for purchased
goods and services, capital goods, investments and other Scope 3
categories.
Due to the business activities of Molten, it is within our value chain that
the most significant GHG emissions arise, rather than via our direct
operations. However, with impact comes opportunity, which we see
most significantly 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, but in the year ahead we aim to explore the positive impact of
the tech products and services these companies are developing, which
ultimately can create societal, economic and carbon efficiencies.
Total global energy consumption used to
calculate carbon emissions (kWh)
Emissions from employees
working from home (tCO2e) (Scope 3)
Emissions from combustion of natural gas in
buildings (tCO2e) (Scope 1)
Emissions from purchased electricity in
buildings (location-based) (tCO2e) (Scope 2)
Total organisational emissions
(location-based) (tCO2e)
Total organisational emissions (market-based,
from 100% renewable electricity) (tCO2e)
Carbon intensity ratio – carbon emissions
per net asset value (NAV) (location-based)
(kgCO2e/£100k NAV)
Carbon intensity ratio – carbon emissions
per net asset value (NAV) (market-based)
(kgCO2e/£100k NAV)
Carbon intensity ratio – carbon emissions
per full-time employee (location-based)
(kgCO2e/full-time employee)
Carbon intensity ratio – carbon emissions
per full-time employee (market-based)
(kgCO2e/full-time employee)
56
ANNUAL REPORT FY23
FY22
CY22
Table B: Full carbon footprint for CY22
192,056
42,948
15.6
14.68
Natural gas
Total Scope 1
Purchased electricity
14.7
1.69
Total Scope 2
Employee commuting & homeworking
5.0
6.52
36.7
8.21
Business travel
Investments*
Purchased goods & services
31.7
0.08
Capital goods
Waste generated
Other fuel & energy related activities
Total Scope 3
Total Scope 1, 2 and 3
2.6
0.61
2.2
0.01
574.9
103.5
496.3
1.27
tCO2e
1.7
1.7
6.5
6.5
34.7
126.6
1,086.3
753.8
4.3
0.3
2.6
2,008.6
2,016.8
* Note reported emissions for Category 15: Investments cover Scope 1 and 2 emissions of the
investments but exclude Scope 3, consistent with our FY22 disclosure.
Figure 1: Breakdown of Carbon Footprint by GHG Protocol Category
tCO2e
45
40
35
30
25
20
15
10
5
0
34.7
1,086.3
tCO2e
1200
1000
753.8
800
6.5
Purchased
electricity
1.7
Natural
gas
Scope 1 total
1.7
Scope 2 total
6.5
Employee
commuting &
homeworking
Scope 3 total
2,008.6
4.3
126.6
2.6
0.3
Capital
goods
Waste
generated
Other fuel &
energy related
activities
Business
travel
Investments
Purchased
goods &
services
600
400
200
0
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 which we report this year for calendar
year 2022. These calculations have been measured using Altruistiq, a
portfolio company, and their emissions data management platform
which provides leading ISO14064 assured emissions measurement and
reporting across Scopes 1,2 and 3 using a database with over 100,000
emissions factors.
For the most accurate calculations, we prioritised collecting primary
data across our business and portfolio and applied an emission factor to
convert our business activity data directly into associated GHG emissions.
Where primary data was unavailable, we applied industry benchmarks
and bespoke extrapolation techniques to estimate the data.
Within our Scope 3 inventory, we have accounted for our allocation
of portfolio companies’ Scope 1 and 2 emissions based on our equity
share, in line with the Partnership for Carbon Accounting Financial (PCAF)
guidance. We used reported emissions from 17 portfolio companies and
undertook a screening exercise with Altruistiq using Climate Neutral’s
Brand Emissions Estimator tool to generate individual estimates for the
remaining directly held investments. 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. 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 our investments standing out as the main drivers.
Business travel undertaken by our employees was also a meaningful
contributor to our Scope 3 GHG emissions.
As screening for Scope 3 category 15 was carried out on an individual
portfolio company level, we have been able to identify carbon intensity
hotspots within the portfolio. High carbon intensities are reflective of
portfolio industries such as consumer, AI, Deeptech and hardware, which
have significant computing power and manufacturing requirements
which are energy intensive. In terms of our direct (Scope 1) and indirect
(Scope 2) GHG emissions, these are comparatively lower than our
Scope 3 emissions, at just 8.2 tCO2e total. Despite this, we will continue to
implement carbon efficiencies where possible to attempt to reduce or
maintain our direct emissions as we grow.
As we have calculated our carbon footprint based on calendar year 2022
and used an operational control approach, we are unable to make direct
comparison between these emissions and those previously calculated
using a financial control approach and based on financial year. We
will however begin to conduct year-on-year monitoring of our GHG
emissions once comparative data is available next year.
Summary
This carbon footprint provides transparency around our most significant
emissions’ drivers, and utilises data and methods which contribute
towards our goal of ensuring that this exercise is as accurate and robust
as possible, having regard to the challenges in data collection, use of
emissions’ factors and use of estimates where necessary. As part of this
goal, we have this year undertaken a verification exercise with Accenture,
in order to ensure robustness of our GHG emissions calculations and
methodology. This process will provide 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.
In addition to this, we have also provided financial support to eight
portfolio companies towards their carbon management programmes
and will continue to evolve our engagement with our portfolio
companies to encourage them to measure, reduce and offset their
carbon footprints.
MOLTENVENTURES.COM
57
STRATEGIC REPORT ESG - Environmental CONTINUED
Molten Ventures Climate Strategy
We have
continued our
carbon offsetting
programme which
will be our fourth
year of offsetting
commitments.
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, when travelling internationally,
staff are encouraged to opt for more sustainable
transport options and accommodation. This year, we
are aiming to formalise this ethos in a business travel
policy, given the contribution of business travel to our
Scope 3 emissions and overall carbon footprint. Our
London office runs on 100% renewable electricity and
our waste is zero to landfill, with 44% recycled courtesy
of our environmentally guided recycling and waste
management provider, First Mile. We also have available
Allplants, a portfolio company, meals in our London
office, offering healthy, vegan, low-carbon meals to our
employees. In line with our Climate Strategy (see pages
59-62) and wider climate agenda, we will continue to
seek out carbon efficiencies and areas for reduction
which are within our direct control.
Carbon offsetting
This year, Molten has continued our carbon offsetting
programme which will be our fourth year of offsetting
commitments. While we recognise that carbon reduction
is the ultimate goal in order to reach net zero, we still
appreciate the merit in investing in carbon credits to
balance the carbon we have already emitted. We have
done so for our Scope 1 and Scope 2 emissions, as
well as select Scope 3 emissions which are in our direct
control.
Based on these commitments, 177 tCO2e have been
offset for calendar year 2022 through investment in
two carbon projects. We are supporting these projects
for the second 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 87 tCO2e 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 90 tCO2e.
In addition to this, we have provided financial support
towards carbon offsetting for a select number of
portfolio companies within their first or second year of
investment, as per our term sheet commitment. In doing
so, we hope that these companies will be able to cover
their own carbon offsetting as they scale and seek not
only to purchase carbon credits but take efforts to reduce
their carbon footprint as a priority.
What does climate action mean to Molten?
The effects of the climate crisis are already causing catastrophic damage
to the environment, societies and economies globally and are set to
only become more severe in the future as warming continues and
unpredictability persists. Physical climate risk, as well as the risks associated
with the transition to a low carbon economy, are becoming more
apparent, as are the key stakeholders and industry players whose activities
and advocacy for climate action are crucial to the future of our planet.
With this, there is increasing expectation on investors and businesses
alike to recognise their responsibility in limiting the effects of climate
change through carbon reduction and technological innovation, and in
accelerating the transition to a net zero economy.
The steps needed to tackle climate change present significant
opportunity for Molten and our portfolio, which we believe we are well
placed to realise due to the close alignment with our Corporate Purpose
and our ongoing commitment to greater quantification of analysis and
targets and more strategic decision-making within our climate agenda.
Our approach to climate action
The objective of this Strategy is to set out our approach and roadmap for
climate action, leaning on the authority and guidance of best practice
frameworks and established industry bodies including the Investor
Agenda Climate Action Plan (ICAP) Expectation Ladder, the Institutional
Investors Group on Climate Change’s Net Zero Investment Framework
(NZIF) for Private Equity and the Science-Based Targets Initiative (SBTi)
to assess our climate maturity and guide both operational and portfolio
level target setting.
While best practice methodologies and standards for navigating the net
zero transition in the VC industry remains nascent, we have used these
frameworks to inform the basis for our Strategy, and in doing so have
constructed a bespoke methodology guided by Accenture where ICAP
NZIF and SBTi fall short of VC-specific-guidance. This methodology is
explored in further detail in the latter half of this Strategy.
Climate action at Molten: aligning to industry best practice
Investor Agenda’s Climate Action Plan (ICAP)
Governance
• Policy
• Accountability
• Board reporting
• Planning and evaluation
• Skills assessment
Investment
Corporate engagement
Policy advocacy
Investor disclosure
• Alignment target
• Collective/collaborative
•
Investor statements
• Commitments, objectives
• Strategy
• Risk management
• Asset allocation
• Additional target setting
engagement
• Bilateral engagement
• Corporate escalation and
Shareholder engagement
• Lobbying
• Advocacy
and targets
• Carbon emissions
• Portfolio assessment
• TCFD alignment
• Assessment of disclosures
We have utilised the ICAP Expectations Ladder and Guidance to assess our climate action to date and identify opportunities for Molten to
strengthen our approach and initiatives on climate change as a financial institution.
A high-level review of our climate journey demonstrates positive alignment in our current approach across ICAP’s five focus areas: Investment,
Corporate Engagement, Policy Advocacy, Investor Disclosure and Governance. Governance represents our strongest area and Policy
Advocacy our weakest, noting that the latter is not strictly relevant to VC firms under the current ICAP guidance. We will continue to review our
performance against these focus areas and strive for improvement across them.
Molten employees removing invasive species and creating a biodiversity corridor in Regent’s Park as part of our corporate volunteer day.
58
ANNUAL REPORT FY23
MOLTENVENTURES.COM
59
STRATEGIC REPORT Molten Ventures Climate Strategy CONTINUED
“It is critical
that all venture-
backed companies
understand how to
manage climate-
related risks and
opportunities as
they grow over
time and mature
into a dynamic
economy in which
climate and CO2
emissions will play
a greater role.”
FAQs document,
Venture Climate Alliance,
April 2023
The Net Zero Investment
Framework for Private Equity
(NZIF:PE) and the Science-
Based Target initiative:
Private Equity (SBTi:PE)
While financial services sector-specific target setting
frameworks have rapidly evolved over the last 24 months,
these are still largely positioned around private equity
and larger asset management firms. The lack of fit to
VC is reflected in both the NZIF guidance for private
equity (NZIF:PE) and the Science Based Targets Initiative
(SBTi) guidance for private equity (SBTi:PE), whereby the
threshold criteria for inclusion of portfolio companies
within a standardised target methodology, when applied
to the current composition of Molten’s portfolio, would
serve to exclude1 100% of our directly held investments.
In order to demonstrate our effort in earnest to take
meaningful climate action at the portfolio level, we have
created our own, more ambitious portfolio threshold
criteria while also prioritising a selection of criteria from
the NZIF:PE methodology with which to align Molten’s
provision of educational end engagement support
to portfolio companies, aimed at assisting them in
progressively increasing their alignment to net zero.
Our bespoke approach is explored in more detail in the
Portfolio Footprint and Target section of this Strategy.
We continue to remain actively engaged with industry
updates in order to anchor our portfolio climate action to
credible and fit for purpose industry frameworks, as and
when they become available to the VC industry.
We plan to engage with the Venture Climate Alliance,
which was set up post-period end in April 2023, to assess
whether this can provide an appropriate global forum
through which VCs can share common best practice for
collecting, interpreting, and reporting carbon footprint
and climate impact data at a level that is appropriate to
earlier stage businesses.
Climate action: investments
We seek to use our platform as venture capital investors
to help find and scale technological advancement and
innovation, particularly in the Climate Tech sector. This is in
line with our Corporate Purpose and the ICAP Investment
focus area on asset allocation and strategy development
for the realisation of low-carbon opportunities.
As well as new investments in Climate Tech companies,
we work with existing portfolio companies to gain
understanding of their operational emissions and realise
climate opportunity through the particular technologies
that each are pioneering. This ties in with our assessment
of climate-related risks and opportunities impacting
individual portfolio companies and climate scenario
analysis within our TCFD Report (see more on pages 63-71)
1
Start-ups to be included once
they meet the following criteria:
>50 persons; and more than
EUR 10 million annual turnover
OR balance sheet, and have
been in existence for five years,
and the General Partner has
more than 15% of the fully
diluted shares of the portfolio
company AND Board seat(s).
60
ANNUAL REPORT FY23
We engage with our investments in developing their
climate agenda on a case-by-case basis given the range
in climate maturity across the portfolio based on size,
sector and stage of investment. For more information on
portfolio engagement around ESG including carbon, see
pages 54-55.
Portfolio footprint and target
In line with industry best practice, we are committed to
measuring and reporting on the climate impact of our
investment activity by disclosing our portfolio carbon
footprint. A breakdown of our financed emissions is
located below.
Breakdown of Molten Ventures’ Scope 3
Category 15: Investments’ emissions (CY22):
Key performance indicators
Total Scope 1 emissions for portfolio
(tCO2e)
Total Scope 2 emissions for portfolio
(tCO2e)
Total Scope 3 emissions for portfolio
(tCO2e)
Total emissions for portfolio (tCO2e)
Total Scope 1 & 2 intensity for portfolio
(tCO2e/£m invested)
Total Scope 1, 2 & 3 intensity for
portfolio (tCO2e/£m invested)
Total Scope 1 & 2 WACI for portfolio
(tCO2e/£m revenue)
572.3
514.0
13,771.1
14,857.5
1.1
16.8
99.7
Molten recognises that setting near- and long-term
GHG emission reduction targets at an aggregated
portfolio-level or individual investee company level is
unlikely to be the most suitable and impactful approach
for technology-centred venture capital firms having
regard to the typically small emissions footprints of the
young, rapidly scaling businesses in which investments
are made and the difficulty in anticipating the future
GHG emissions trajectory of individual companies,
which can create drastic variability when aggregated at a
portfolio level.
To this end, our bespoke approach to leveraging
the NZIF:PE Net Zero Asset Alignment Assessment
methodology, outlined above, focuses predominantly
on providing support for our investments in increasing
the alignment of their business models to a net zero
economy, by:
i. enabling the identification and management
of climate-related and value-creation-related
opportunities associated with the integration of
climate solutions across the operations, products and
services of the business, and
ii. enhancing the climate literacy of the investee
companies through tools, resources and best practice
guidance.
By adjusting the threshold criteria described in the
NZIF:PE and SBTi:PE, which defines the point at which
a portfolio company is scoped into a net zero asset
alignment assessment, we can ensure that a meaningful
proportion of our portfolio is subject to our climate-
related engagement and reporting efforts.
STRATEGIC REPORT
Case Study 1: Altruistiq
Altruistiq is an emissions data
management platform that enables
enterprise businesses to make
better sustainability decisions.
The platform provides industry leading ISO14064
assured emissions measurement and reporting
across Scopes 1, 2 and 3.
The Altruistiq platform automates emissions data
ingestion and calculations using a database with
over 100,000 emissions factors.
Impact modelling tools linked to live emissions
data help companies in building an emissions
reduction roadmap alongside informed and
costed climate action.
Altruistiq platform showing company dashboard.
Case Study 2:
BeZero Carbon
Case Study 3:
Satellite Vu
BeZero Carbon is a leading data and analytics
platform for scaling and catalysing the
Voluntary Carbon Market (VCM).
They have developed a rating system using a risk-based
framework in order to assess carbon efficacy that can be applied
to any carbon credit project globally, providing a metric for
cross-credit carbon fungibility and a mechanism to facilitate true
carbon liability-asset matching. The likelihood of carbon avoidance
or removal is evaluated, and this helps to accelerate the net zero
transition through increased assurance and robustness of the VCM.
Satellite Vu is launching a constellation of
infrared satellites to measure the thermal
footprint of any structure on Earth in a
consistent and near real time manner,
delivering unique insights at scale around
energy efficiency and carbon emissions.
Identifying and monitoring heat waste from the built
environment is imperative in the push towards decarbonisation
and a net zero future.
BeZero Carbon rating breakdown against 6 risk factors.
Satellite Vu thermal footprinting from space.
MOLTENVENTURES.COM
61
Molten Ventures Climate Strategy CONTINUED
Portfolio companies are deemed within scope through:
Breakdown of Molten Ventures Scope 1, 2 and 3 (CY22)
• Total alignment of a portfolio company to the six criteria set out within
NZIF:PE and SBTi:PE guidance
• Partial alignment (5 out of 6 criteria met) of a portfolio company to the
NZIF:PE and SBTi:PE guidance and a suitable level of climate maturity
as assessed through our ESG Framework
Our portfolio target is to engage with all investee companies that meet
the threshold for inclusion in a net zero asset alignment assessment and
to support them with incremental satisfaction of net zero alignment
criteria during the hold period.
We commit to measuring and tracking the impact of our climate
engagement with portfolio companies, sharing insights and lessons
learnt from adopting this approach with the VC community, and
to updating our bespoke methodology at such time as VC specific
guidance is released.
Climate action: operations
We are committed to demonstrating best practice on the management
and reduction of our direct, operational emissions (Scope 1 and 2) as well
as utilising our influence in the management of our indirect emissions
(Scope 3, categories 1-14). A breakdown of our carbon footprint and
SECR report is located on page 56. We are developing operational
targets in line with the SBTi-FS guidance and the SBTi Corporate Net Zero
Standard as the most relevant industry frameworks. These targets are
currently under construction; details regarding the methodology and
rationale will be provided in forthcoming disclosures.
Scope 1, 2 and 3 GHG emissions
Our Scope 1 and 2 emissions make up approximately 0.4% of our GHG
footprint, this year surmounting to just 8.2 tCO2e. These emissions are
attributed to 66 full-time employees, 64 of whom operate out of our
London office and two from a leased office space in Dublin. With this
in mind, we endeavour to focus our climate action on engagement and
strategic focus on our Scope 3 emissions, in particular those from our
portfolio companies, suppliers and business travel.
Alongside the development of engagement targets as set out below,
we are committed to improving the methods used to measure Scope
3 emissions, recognising the challenges and limitations associated with
current footprinting of indirect emissions. We are also in the process of a
GHG Verification exercise with Accenture for external assurance of these
methods and our resulting figures.
Natural gas
Vehicle fuel
Total Scope 1
Purchased electricity
Total Scope 2
Employee commuting & homeworking
Business travel
Investments2
Purchased goods & services
Capital goods
Waste generated
Other fuel & energy related activities
Electricity transmission & distribution
Total Scope 3
Total Scope 1, 2 and 3
tCO2e
(FY22)1
tCO2e
(CY22)1
14.7
1.3
16
5
5
33.3
34.9
1,436.3
1,637.1
6.5
0.2
–
0.4
1.7
–
1.7
6.5
6.5
34.7
126.6
1,086.3
753.8
4.3
0.3
2.6
–
3,148.7
3,169.9
2,008.6
2,016.8
1 Differences in methodology and cross over in time period means that FY22 and CY22
emissions are not comparable. Read more on page 57
2 Reported emissions for Category 15: Investments cover Scope 1 and 2 emissions of the
investments but exclude Scope 3, consistent with our FY22 disclosure
Operational target details
Scope 1 and 2 Targets
Molten have reviewed the SBTi-FS guidance and SBTi Net Zero Standard
for Corporates to inform the construction of Scope 1 and 2 emissions
target.
We are committing to set a Renewable Energy Target covering Scope
1 and 2 emissions. Setting this target will involve aligning to the SBTi’s
ambition for 80% renewable energy by 2025 and a mid-term target of
100% renewable energy by 2030 to ensure that we remain committed to
procuring our energy from renewable sources as our operations grow.
Scope 3 (Excluding Category 15, Investments)
As a financial institution, there are no expectations under existing target-
setting frameworks (SBTi/NZIF) for Molten to set a target across our Scope
3, Categories 1 – 14, however, to demonstrate our effort in earnest to
take meaningful climate action across our value chain, we are exploring
the option of setting an engagement target. An engagement target
would entail a commitment to collaborate with value chain partners
to decarbonise emissions associated with our purchased goods and
services. Details regarding any engagement target that we set will be
provided in forthcoming disclosures.
Task Force for Climate-related
Financial Disclosures (TCFD) 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 that climate change will have on Molten Ventures
and our portfolio.
In FY2022, the focus of our TCFD implementation was on the development of high-level descriptions of qualitative climate-related impacts,
assessing our exposure to risks and identifying the management actions needed to mitigate risks and realise opportunities. This year we have
introduced the following to our voluntary disclosure:
01
Portfolio focus
We have enhanced our analysis and
methodology by introducing a greater
emphasis on the direct impact of climate
on the fair value of the portfolio through a
clearer lens of materiality.
02
Granular assessment
This assessment has been more granular,
with a particular focus on our core portfolio
companies, but also considers our
emerging portfolio due to the important
role that it plays in driving longer term
future fair value growth for Molten.
03
Additional scenario
We have expanded our climate scenario
analysis to cover an additional scenario
to further explore the possible future
transitionary trajectories which will impact
our planet.
In the coming years, as guidance continues to mature for the VC industry, we will seek to further develop our analysis and understanding of the
quantification of financial impacts of climate change on our business and our investments. The Directors confirm that, to the best of their knowledge,
Molten Ventures has met the recommended TCFD disclosure requirements.
Governance
In accordance with the TCFD recommendations and supplementary guidance for the financial sector, this
section describes Molten’s governance structure as it relates to climate-related risks and opportunities.
Board oversight
We take a top-down approach to the governance and management of climate change, with the Board of Directors holding ultimate oversight. The
Board recognises climate change as a principal business risk and it is integrated into our existing risk management process (please see page 86).
Management approach
Our ESG Committee of the Board was formed in March 2022 and is chaired by independent Non-Executive Director, Gervaise Slowey, given her
relevant expertise in ESG through completion of the Sustainability Leadership Programme at the University of Cambridge. This Committee has
delegated authority from the Board to: ensure that the Company has in force and maintains a Group Responsible Investment & Sustainability Policy
(and an associated strategy) which remains fit for purpose, with a remit to; monitor, review and challenge progress of our climate targets; and oversee
and support the work of the multi-disciplinary ESG Working Group. The Committee meets no fewer than four times a year, and reports to the Board on
its activities.
The ESG Committee and the ESG Working Group are accountable for the assessment and management of climate-related risks and opportunities.
ESG, including climate, and the review of climate change reporting requirements, is a standing item on the Board agenda and each of the
management boards of the Group’s regulated fund managers. Principal climate risks are documented in the Corporate Risk Register (see page
86), which the Executive Team regularly review and update for presentation to the Audit, Risk and Valuations Committee and the Board. The Group
Compliance Officer is responsible for assessing regulatory compliance matters in relation to climate change.
In July 2022, George Chalmers (Associate in the Molten Investment Team) was appointed Head of Climate in anticipation of the launch of our Climate
Fund in the coming year. While our investment process will remain the same, this fund will expand our pre-existing climate thesis and allow us to scale
our ambition for investment in the Climate Tech sector.
Climate Strategy
During the period, the ESG Committee and ESG Working Group have been working with external climate consultants Accenture to develop our
Climate Strategy, which encompasses our operational targets, portfolio and supplier engagement targets and climate risk mitigation and adaptation
strategy. Development of this Strategy also involved input from Molten’s Executive Team on the consideration of recognised appropriate net zero
frameworks informed by the output of a climate maturity assessment. Our Climate Strategy is explored in more detail below and further summarised
on pages 59-62.
62
ANNUAL REPORT FY23
MOLTENVENTURES.COM
63
STRATEGIC REPORT TCFD Report CONTINUED
Climate risk and opportunity management
Board of Directors
ESG Committee
(Chair – Gervaise Slowey,
Non-Executive Director)
ESG Working Group
(Chair – Ben Wilkinson,
Chief Financial Officer)
Executive
Team
Investment
Team
Portfolio
companies
Audit, Risk and
Valuation Committee
(Chair – Grahame Cook, Senior
Independent Non-Executive Director
Climate risks and
opportunities documented
in Corporate Risk Register
Strategy
This section describes some of the known current and potential future impacts of climate-related risks and
opportunities on Molten’s business, strategy and financial planning.
While our methodology for identifying climate-related risks and
opportunities remains largely unchanged from last year, minor
adjustments reflect our growing maturity in assessing climate risks and
opportunities and capture the material influence that these are likely to
have, with particular focus on the fair value of our portfolio.
Definition
Short term
Short-medium term
Medium-long term
Long term
FY22
0-5 years
5-10 years
Adjusted for
FY23
0-2 years
2-5 years
10-20 years
5-15 years
20+ years
15+ years
Timeframes have been brought forward to prioritise immediate action in
line with our typical business planning cycles so that necessary mitigation
measures are actioned in the lead up to 2030 – a key global milestone
for decarbonisation.
Following our enhanced risk impact assessment and the reassessment
of our applicable time horizons, we have been able to categorise
previously and newly identified risks and opportunities into five
impact channels which could materially influence the fair value of the
portfolio, each of which detailed below and explored further on page
65. Materiality has been informed by the existing risk management
framework used within the Corporate Risk Register, and assessment
of material business risks more widely. This analysis was undertaken
using our FY22 TCFD Report findings, ESG Framework data, portfolio
companies’ financial information (provided by Molten) and sector
specific research.
Climate risks and opportunities identified
Impact channel
Type
Description
Changes in
demand
Changes
in price of
energy
Changes
in physical
weather
events/
patterns
Changes in
stakeholder
expectation
Changes in
technology
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
Opp 2
Risk 2
Risk 3
Opp 3
Opp 4
Risk 4
Risk 5
Risk 6
Demand creation
Cost of energy and
carbon pricing
Energy efficiency
Increasing costs
due to extreme
weather
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”
Enhanced government innovation funding for low carbon projects and
technologies will lower the cost of innovation and improve portfolio companies'
success
Government intervention in carbon pricing resulting in higher power prices may
increase operating costs
Market conditions may cause increased energy and operating costs
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
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
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
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
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 climate-related commitments may lead to increased access to
private sector funding. We actively seek to address and improve our climate
resilience and carbon emissions
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
64
ANNUAL REPORT FY23
MOLTENVENTURES.COM
65
STRATEGIC REPORT TCFD Report CONTINUED
Our assessment of risks and opportunities and supporting climate scenario analysis focus primarily on our portfolio and investment activities as
the area with the greatest material exposure to climate opportunity and risk. Risks identified at a corporate level, such as an increase in mandatory
reporting requirements, are outlined within our Principal Risks on page 81-90. Beyond these, Molten’s own corporate footprint and exposure to
climate-related risk is relatively limited, consisting of 66 full-time employees, 64 of whom operate out of our London office and two from a leased
office space in Dublin. Our London office uses 100% renewably sourced electricity with zero waste going to landfill and 44% recycled courtesy of our
environmentally guided recycling and waste management provider, First Mile. We have no Company-owned vehicles; 77% of employees commute
by public transport; and a further 14% of employees either walk or cycle to work.
100%
renewably sourced electricity
in our London office
44%
waste recycled and
zero waste to landfill
77%
of employees commute
by public transport
14%
of employees either
walk or cycle to work
Financial planning
This year’s qualitative analysis has highlighted a range of potential financial impacts associated with mitigating and adapting to an uncertain climate
future. These include the cost (in time and money) of implementing a Climate Strategy and complying with carbon-related regulations as well as
potential positive and negative impacts on our portfolio valuations. Additionally, there may be implications in relation to our investment strategy and
the expansion of our Climate Tech thesis and the creation of our climate fund. Lastly, there are costs associated with supporting our portfolio in the
development of their own carbon management and climate strategies. We intend to begin quantitative analysis in future years to further integrate
climate change into our planning.
Scenario analysis
This year, we have expanded our scenario analysis to better inform our understanding of the impact of varying climate change futures on our exposure
to physical and transition risks. As part of a shift towards more in depth analysis, we have this year decided to evolve our scenario analysis to include
three climate scenarios (Orderly Transition, Disorderly Transition and Hothouse) to be in line with the requirements from the FCA.
We use the Network for Greening the Financial System (NGFS) as a base framework to support the analysis of three scenarios rather than two.
However, given that both IEA and NGFS climate scenarios are built on the same concepts and from the IPCC pathways, we leverage the trends and
data from each that are most relevant for Molten and our portfolio companies. Therefore, we do not restrict ourselves to one static framework, and
allow for insights and updates from both to inform more fluid climate risk analysis.
Climate Scenarios
Our chosen climate scenarios are as follows:
Orderly
Disorderly
NGFS Net Zero 2050/IEA Sustainable
development (1.5⁰C / <2⁰C)
NGFS Delayed Transition (+2⁰C),
new scenario
Immediate introduction of stringent
climate policies and ambitious
innovation to limit global warming to
1.5⁰C by reaching net zero emissions by
mid-century.
Global emissions to not decrease until
2030, when strong policies are adopted
to limit warming to well below 2⁰C and
make up for lost time, leading to higher
transition risks.
Hot House
NGFS Current Policies/
IEA Stated Policies (+3⁰C)
Limited action on climate change
leads to significant global warming
and greatly increased exposure to
physical risks.
Risk management
This section will describe how Molten identifies, assesses and manages climate-related risks.
Identification and assessment
This year, our risk identification and assessment were undertaken through
workshops facilitated by Accenture with a sub-committee of the ESG
Working Group. Consistent with our Corporate Risk Register, identified
risks are scored based on their impact and likelihood, both with and
without mitigation. The residual risk score presents the level of risk that
remains once existing mitigations and additional actions have been
implemented and determines whether that level is acceptable or in
need of further mitigation.
Our classification of risk whereby
Risk
=
Likelihood
×
Impact
is below:
Classification
Risk/opportunity
Score
Risk/opportunity
Assessment
Extreme
10–12
High risk/opportunity
High
Medium
Low
Zero
6–9
3–5
1–2
0
Moderate risk/opportunity
Monitor for risk/opportunity
Low risk/opportunity
No risk/opportunity
In connection with Molten’s investment activities as a responsible investor
under the UN PRI, the Investment Committee is responsible for assessing
ESG risks and opportunities associated to investment opportunities
as part of the pre-investment due diligence process. This involves the
distribution of our ESG Framework to prospective investments containing
17 climate-related questions, across the following areas:
Carbon emissions
reduction
Air pollution
reduction
Resource
efficiency
Sustainable
procurement
Board oversight
This data gathered through this exercise is used to assess the materiality of climate risk to which the potential investee company is exposed as well as
the scope of its climate-related opportunity, and is used to inform the investment decision.
During the ownership stage, we monitor portfolio companies’ risk exposure through annual distribution of our ESG Framework. This year, we
distributed an updated version of the ESG Framework which requested portfolio companies’ GHG baseline broken down into Scopes 1, 2 and 3 and
offered a subsidised partnership with our carbon data management partners, Altruistiq, to those companies yet to measure their carbon footprint.
In the coming years, we intend to carry out further work to integrate climate change considerations throughout the investment process, including
through the evaluation of a broader range of physical and transition climate risks.
Management and integration
Specific mitigations and actions have been identified to assist Molten to manage risks and capitalise upon opportunities. Please refer to the Risk and
Opportunities tables on page 65 which describe the mitigation actions which are also recorded in our Corporate Risk Register and assigned to teams or
individual owners. The Corporate Risk Register is presented at meetings of the Audit, Risk and Valuations Committee and to the Board at least annually.
We support our portfolio companies in managing their specific ESG and climate risks and opportunities by providing tools and resources and best
practice guidance, and through the curation of tailored ESG-focused events with domain experts. Our ESG Framework generates tailored KPIs on an
annual basis to help companies identify strategic actions to manage their risks and opportunities. One-to-one meetings have been held with 52% of
directly held investments, specifically for discussion around climate and ESG concerns. In addition to this, we offer financial support to new portfolio
companies towards the measurement, reduction and offsetting of their carbon footprint, in recognition of the fact that financial capability may be a
barrier to these smaller stage investments beginning their carbon management strategies.
We are working to further evolve our engagement with portfolio companies on climate-related risk and opportunity management in future years.
66
ANNUAL REPORT FY23
MOLTENVENTURES.COM
67
STRATEGIC REPORT
TCFD Report CONTINUED
Metrics and targets
In this section, we set out the metrics and targets Molten uses to assess and manage relevant climate-
related risks and opportunities.
Assessment – Scope 1, 2 and 3
Molten is in a unique position to use our influence as an investor
to support our portfolio companies in climate risk mitigation and
opportunity realisation. Measuring our Scope 1, 2 and 3 GHG emissions
remains a key focus area and enables us to better understand our
environmental impact, understand our corporate and portfolio level
exposure to transition risk and meet our Streamlined Energy and Carbon
Reporting (SECR) obligations. Our Scope 1 and 2 emissions are minimal,
reflective of the size (in headcount) and nature of our Company, however
we remain committed to monitoring and reporting all of our direct
and indirect GHG emissions annually, using both intensity metrics and
absolute values (see table on page 60).
The majority of our emissions are associated with Scope 3, which we
have calculated and reported in full on page 56 and are committed
to attempting to reduce by leveraging our position in the venture
ecosystem. Within Scope 3, these emissions predominantly fall within
purchased goods and services and our investments, which have proven
as useful metrics for understanding where to focus our climate action.
In order to assess our Scope 3 Category 15 emissions in full, these
calculations are partially informed by industry assumptions which are
outlined in more detail within the methodology section on page 60.
We recognise the challenges and nuances associated with measuring
Scope 3 emissions and are committed to the year-on-year refinement
of our methodology by the most accurate means in accordance with
the GHG Protocol Corporate Value Chain (Scope 3) and Accounting and
Reporting Standard, using primary data wherever possible.
Assessment – Climate Strategy
This year, in accordance with our new Climate Strategy, an assessment
of our portfolio companies’ climate-related risks and opportunities was
undertaken by Molten with support from Accenture and Altruistiq. This
exercise was informed by the recommendations of the Investor Agenda
Climate Action Plan (ICAAP) and aligned to the methodology set out in
the Net Zero Investment Framework (NZIF), This exercise was informed
by the recommendations of the Investor Agenda Climate Action
Plan (ICAAP) and aligned to the methodology set out in the Net Zero
Investment Framework (NZIF) (please see the insert on page 60 for more
information about NZIF).
Sector and sub-sector assumptions outlined within these methodologies
were applied to identify portfolio companies whose size and sector
reflect greater exposure to climate risk and the materiality of this risk
to Molten, based on our holding in each investment. This exercise
highlighted that, by virtue of our position as a venture capital firm within
the earlier stage tech ecosystem, all directly held investments within
our portfolio are currently below the NZIF threshold of materiality for
inclusion in our Net Zero Strategy, however, it has also allowed us to
identify carbon hotspots within the portfolio in order to target our
engagement more strategically. We also note that the same materiality
outcome is achieved under the Science Based Targets Initiative (SBTi) and
so, as a result, have set our own materiality threshold and subsequent
engagement target which is outlined in more detail on pages 60 and 62.
While Net Zero guidance for earlier stage investors like Molten remains
nascent, we are committed to embracing the spirit and intent of NZIF
by utilising the granular insights into our portfolio to inform our current
and future engagement with specific companies and monitor portfolio
exposure to climate-related risks on an aggregated and individual level.
Alongside our portfolio engagement target, our Climate Strategy also
outlines our operational target for Scopes 1 and 2 and the development
of an engagement target for Scope 3 categories 1-14 with a particular
focus on our purchased goods and services. Read more about our
Climate Strategy on pages 59-62.
68
ANNUAL REPORT FY23
We will focus in future years on tracking additional metrics, including
quantitative financial metrics relating to the broader landscape of risks
and opportunities in which we operate.
Climate risks and opportunities
As part of our alignment with the TCFD recommendations, we have
completed a materiality assessment of climate-related financial risks
and opportunities (categorised into impact channels) that are likely to
impact the fair value of our portfolio. Analysis was carried out on an
individual portfolio company level, paying particular attention to our
core companies, given their higher fair value and therefore materiality of
risk to Molten. We also focused on our emerging companies given the
forward-looking nature of this report.
All identified impact channels have been analysed against our three
chosen climate scenarios, however, this disclosure will explore a subset
of this analysis based on the greatest relevance of each impact channel
to an orderly, disorderly or hot house future.
The following charts reflect the risks and opportunities identified through
each impact channel through our four defined time horizons, split by
climate scenario. For conciseness, in-depth analysis of each impact
channel has been split across the three climate scenarios.
Orderly – changes in demand, changes in energy price,
changes in stakeholder expectation
An orderly climate transition is reflective of a Net Zero 2050 scenario
and is the most favourable climate future of the trajectories that we
have considered on account of, other things, the smoother transition
to a decarbonised economy; the associated opportunities to profit
from changes in demand and stakeholder expectations; and the least
disruption to weather conditions and energy prices.
Changes in demand
The central catalyst to changed demand in this scenario is shifting
customer preferences towards products and services which demonstrate
sustainability through their carbon performance and climate resilience.
Different portfolio companies will be impacted differently by changes
in consumer demand, either positively or negatively depending on
climate scenario, timeframe and sector of operation. A deliberate market
shift and diversification towards more sustainable options presents an
opportunity for new markets and increased revenue, while negative
sentiment towards businesses operating without mitigations in carbon-
intensive industries such as cryptocurrency or fashion through the low-
carbon transition may lead to a shift in customer base to reflect changed
consumer sentiment.
Mitigations
All potential investments undergo pre-screening to map the
particular company and its product/industry to ESG themes,
followed by formal screening against our Exclusion List which
contains asset operating in industries such as fossil fuel mining.
Further data is gathered via our ESG Framework during the course
of pre-investment due diligence, and all investment papers include
a summary of the particular company’s wider ESG credentials. While
the timeframe for this process varies on a case-by-case basis, the
sequencing of each element is detailed on page 51.
Molten continues to develop our work and research in the arena
of ESG and will continue to seek investments that are aligned to
our ESG Policy and position to take advantage of the commercial
opportunities that will emerge from the transition to net zero.
Changes in energy prices
In all future scenarios, the price of energy, and therefore carbon, is
expected to become more volatile, meaning that carbon intensive
businesses will be more exposed to both increases in energy prices
and future carbon taxes from government intervention, thereby
increasing operating costs. Risk will be more material to portfolio
companies operating in energy intensive industries including aerospace,
manufacturing and those with heavy reliance on data centres.
The potential for opportunity arises for companies improving energy
efficiency to reduce operating costs and therefore gaining an advantage
over their peers, whose business models could benefit significantly from
innovations in green coding and green AI as emerging solutions that are
less energy intensive.
Mitigations
Currently, all prospective investments are screened against our
Exclusion List which specifically refers to fossil fuels and includes
other historically energy intensive industries. Our ESG Framework,
which is distributed on an ongoing annual basis, also requests data
on the implementation of energy-efficient measures in portfolio
companies’ buildings and offices to ensure that companies can
be supported toward the adoption of green energy solutions
wherever possible.
Changes in stakeholder expectations
Changes in stakeholder expectations could cause reputational damage,
therefore limited access to capital through consumers and investors. The
materiality of this risk to our portfolio will be driven by the larger and few
listed companies who are likely to face increased stakeholder pressure
as they grow, as well as companies operating within or connected to
energy intensive, high impact sectors. Regarding opportunity, “clean
growth” will allow firms to obtain funding from government-backed
initiatives with a view to catalysing the Clean Growth equity financing
market and improving access to venture capital for green technologies.
Mitigations
As discussed on pages 54 and 55 of the Sustainability section, Molten
provides portfolio companies with tools, resources and guidance
to develop their ESG and sustainability strategy and realise climate
opportunities in their business models. For companies in their first
or second year of investment, we offer financial support towards
their carbon management programme and GHG reduction efforts.
Molten also leads training and events on specific ESG themes on
an at least annual basis and we voluntarily report against external
standards and frameworks (please see page 55 for a summary of
some of these) to enhance the quality and transparency of our
climate-related disclosures and by way of demonstration of best
practice to our portfolio companies.
Orderly – Changes in demand, Changes in energy price, Changes in stakeholder expectation
Changes in demand
Changes in energy price
Changes in stakeholder
expectations
Changes in technology
Changes in weather
events/patterns
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Opportunities
High
opportunity
Moderate
opportunity
Monitor for
opportunity
Low
opportunity
No
opportunity
Risks
No
risk
Acceptable
risk
Risk for
monitoring
Moderate
risk
High
risk
MOLTENVENTURES.COM
69
STRATEGIC REPORT TCFD Report CONTINUED
Disorderly – Changes in technology
A disorderly, or “delayed transition” climate scenario will have significant
implications for the “changes in technology” impact channel, particularly
when considered through the lens of our portfolio composition. This
is also apparent within the orderly scenario analysis, but is discussed in
more detail within this section. There is uncertainty associated within
the disorderly scenario as the need for fast pace technological change
based on rapid and disorderly decarbonisation will be dependent on
the sufficient development of renewable energy infrastructure.
Conversely, portfolio companies focused on developing technology-
based climate solutions critical to the Net Zero Transition will likely
benefit from a rapidly expanding market, for example, ICEYE’s ability to
monitor and assist responses to major weather events; Gardin’s solution
to difficulties managing crop yields through digital monitoring of
growth rates and nutrition; or the increasing demand for accuracy and
consistency of GHG accounting which creates opportunities for digital
solutions such as Altruistiq (see page 34), BeZero Carbon (see page 35)
and Satellite Vu (see page 61).
Changes in technology are anticipated to result in both climate risk
and climate opportunity exposure for our portfolio companies, largely
dependent on the specific industry within which they are operating.
Portfolio company examples
Portfolio companies likely to experience increased materiality of risk
within the disorderly scenario include those whose operations are
tied to the rocket and satellite launching industry. While fast paced
commercialisation of space tourism and the exploitation of space-
based networks is already underway, there is an accelerated need
for companies dependent upon launch activities to be trialling more
efficient launch methods and fuels which may result in unpredictable or
varied cost as these technologies emerge.
Mitigations
We have continued to expand our portfolio of Climate Tech
investments and have a position in the early-stage ecosystem
in Europe as responsible investors, having backed a number of
climate and sustainability-focused seed fund managers through our
Fund of Funds programme.
Our ESG Framework contains questions on the energy efficiency
measures of companies with manufacturing facilities so that we are
able to track and support portfolio companies in implementing
these measures and think more critically about their renewable
energy procurement on an annual basis.
Disorderly – Changes in technology
Changes in demand
Changes in energy price
Changes in stakeholder
expectations
Changes in technology
Changes in weather
events/patterns
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Opportunities
High
opportunity
Moderate
opportunity
Monitor for
opportunity
Low
opportunity
No
opportunity
Risks
No
risk
Acceptable
risk
Risk for
monitoring
Moderate
risk
High
risk
Hot House – Changes in physical weather events/patterns
When modelling our Hot House climate scenario, the impact channel
determined to be of greatest materiality in likelihood and impact was
“changes to physical weather events/patterns” due to the increased
frequency and severity of extreme weather events (acute) and long-term
changes in weather patterns (chronic). 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
•
Impacted access to resources such as clean water or raw materials
for manufacturing
Portfolio company examples
Portfolio companies which are heavily reliant on supply chains for
their procurement of semiconductors and key rare Earth metals (for
production of microchips and other advanced technologies) are
likely to be most severely impacted under this climate scenario due to
extreme weather events and droughts disrupting supply chains and
semiconductor process.
Additionally, portfolio companies who are heavily reliant on data
centres may be impacted by the occurrence of heatwaves and
increasing temperatures causing data centres to overheat, putting their
conventional cooling systems under extreme strain and raising the
likelihood of failure.
Mitigations
Our ESG Framework includes questions on the locality of the
company’s supply chain and screening of suppliers for carbon
efficiency, which allows us to better understand portfolio
companies’ exposure across different regions.
To advance this mitigation, we will include more explicit questions
in the ESG Framework around exposure to physical climate risk and
aim to use our influence as an investor to help portfolio companies
to recognise, navigate and wherever possible mitigate this risk,
particularly for companies that are highly reliant on data centres.
We plan to introduce these changes within the FY24 period.
Hot House – Changes in physical weather events/patterns
Changes in demand
Changes in energy price
Changes in stakeholder
expectations
Changes in technology
Changes in weather
events/patterns
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Short-
term
Short/
med-
term
Med/
long-
term
Long-
term
Opportunities
High
opportunity
Moderate
opportunity
Monitor for
opportunity
Low
opportunity
No
opportunity
Risks
No
risk
Acceptable
risk
Risk for
monitoring
Moderate
risk
High
risk
Summary of FY2023 TCFD Exercise and Plans for FY2024
Our scenario analysis and assessment of climate risks and opportunities
within our portfolio demonstrates the materiality of these impact
channels across three climate scenarios and over a range of time
horizons. Undertaking this analysis and doing so at a sector, sub-sector
and individual portfolio company level has allowed us to gain insight
into more specific impact areas, the most relevant mitigations to focus
our actions and indeed the opportunities arising through technological
innovation in climate solutions which we will support our portfolio
in realising.
We will continue to report against the TCFD recommendations annually
and build on the extent of our analysis and maturity of our risk and
opportunity identification, assessment and management processes.
70
ANNUAL REPORT FY23
MOLTENVENTURES.COM
71
STRATEGIC REPORT ESG - Social
Our D&I vision
A widened
perspective
for our team,
our founders
and our industry.
A different
approach
for our team,
our founders
and our industry.
A team and
portfolio that
reflect the
society
we live in.
A sector that
better serves
the world
it is trying to
change.
A world where
everyone can see
themselves in
tomorrow’s
leaders.
At Molten Ventures, we pride ourselves on actively seeking out diversity
of all descriptions, through both the individuals we hire and the
companies we invest in.
Our D&I mission
The venture capital industry has a diversity problem. We all know that
VC funding is concentrated in a small segment of the population leaving
other segments largely under-funded.
For our industry
As investors, we are committed to discovering and supporting
entrepreneurs who build the future. Yet, talent is still lying dormant
in many under-represented communities, marginalised groups and
underfunded ideas. The world needs tech created by people from
all backgrounds to serve a wide set of needs. The true winners will be
those that can feel pride in creating a world of opportunity for future
generations of diverse entrepreneurs.
For our teams
Our lived experiences shape who we are and how we think. We respect
each other, our varied experiences and believe that the differences in
our backgrounds lead to richer insights and broader perspectives.
We know that diversity of thought positively impacts team performance;
investor teams or boards are no exception. We believe that hiring from
a wider talent pool will not only lead to better investment decisions but
also enrich us as people.
For our business
At Molten, we make more possible. Since day one, democratising
venture capital has been at the core of our business. To fulfil this goal,
we continue to commit ourselves to a culture with Diversity, Equality and
Inclusion (“DEI”) at its core. This is the right thing to do and just better
business.
Success, for us, means looking at our team and portfolio, knowing that
we invested in the best people.
Diversity, Equality and Inclusion
We are committed to equal opportunities for everyone throughout
recruitment, selection and career development. In accordance with our
DEI Recruitment Policy released in August 2021, all applicants are treated
equally regardless of age, disability, gender reassignment, marital or civil
partner status, pregnancy or maternity, race, colour, nationality, ethnic or
national origin, religion or belief, sex or sexual orientation.
This year we also updated our DEI Recruitment Policy to include
quantitative metrics around the fair representation of females and
individuals with an ethnic minority background in interview pools
provided by recruiters.
Investing in Women Code
In February 2022, Molten became a signatory to the Investing in
Women Code, which is a UK government initiative supported by the
BVCA and the British Business Bank for the advancement of female
entrepreneurship in the UK. As part of Molten’s commitment, this year we
collected and reported our D&I data relating to our own operations and
the pipeline of deals that we see.
Below are some insights into this data, specifically looking at the gender
and ethnicity breakdown of pitch decks received during the period
17 Oct 2022 – 25 Nov 2022. This data highlights the challenge that under
representative deal sourcing presents and the clear diversity problem
that is facing VC and the entrepreneurs who are receiving funding.
Gathering and analysing this data has allowed us to better understand
the demographics of founding teams we are presented with and how
these factors vary by source type. This will enable us to more effectively
track these metrics and understand how we can ensure our deal
sourcing is as fair, unbiased and representative as possible.
3%
12%
15%
Gender
breakdown
4%
5%
5%
9%
Ethnicity
breakdown
70%
77%
All Male
Equal Female & Male
All Female
>50% Female
All White
All Minority
>50% White
Equal White & Minority
>50% Minority
Mental health and wellbeing
Molten has a number of measures in place to support the mental health
and wellbeing of staff and to ensure that they feel safe, healthy and
included in the performance of their role. These include:
• The Perkbox app offers free online workouts and wellness classes
and is available to all employees
• All staff have discounted access to Nuffield Health Fitness and
Wellbeing Gym to encourage good physical health
• A flexible working policy is in place to permit and encourage
employees to work in line with their own personal needs
• Organisation of regular social events to encourage relationship
building in an informal environment away from the office
• Private health insurance and private medical healthcare for all staff,
including on-demand access to GPs and counsellors
• Enhanced maternity, paternity, adoption and shared parental leave
policies
In addition to these initiatives, during the period we also set up a Multi-
Faith and Wellbeing room in our London office. This room provides
a private, quiet place for prayer, meditation, mindfulness and rest,
away from the work environment. Employees can book the room for
scheduled prayer, or to use the space more freely as needed.
We also led our first Corporate Volunteer Day at Regent’s Park with
The Royal Parks’ Trust. This involved laying the groundwork for a new
pond as well as clearing invasive species from a wildlife corridor to
boost biodiversity in the area, and encourage the return of native and
threatened plants and animals. The day also allowed employees to
participate in teamwork, bonding and mindfulness; and represented
one of the five paid days per annum which is part of all employees’
entitlement, so they can undertake charitable activities.
Learning and development
Continuing our programme this year, employees have access to
coaching through the CoachHub platform as a tool to improve individual
performance, develop high potential team members and offer both
individual and organisational development opportunities. More information
about CoachHub can be found on page 37 in the Portfolio Review.
As per our DEI Recruitment Policy, we request fair representation of
interview pools from recruiters across gender and ethnicity metrics, this
year reflected as an average make up of interviewees of 42% female and
28% ethnic minority. Regular performance reviews aligned with career
development are conducted for all permanent employees. SMART
targets are set and tracked within our HR portal with appraisals occurring
immediately after year-end.
During the year, mandatory compliance training was conducted for
all employees (including the Executive Directors), on topics including:
anti-bribery and corruption, anti-money laundering, data protection
and cyber security, Senior Managers and Certification Regime and
anti-modern slavery. This year, we also introduced mandatory anti-
bullying and harassment training and ESG training was provided to the
Investment Team, further details of which are set out on page 51.
During the year, all permanent employees received at least one
training day.
Diversity and Inclusion Statistics
Execs
Gender
Non-Execs
Investment Committee
Total workforce
Female
Male
Transgender
Non-Binary
Prefer not to say
Ethnicity
White
Asian/Asian British
Black/Black British
Mixed
Other
Prefer not to say
Age
18-24
25-34
35-44
45-54
55+
Disability
2022
–
2023
–
100%
100%
–
–
–
–
–
–
2022
60%
40%
–
–
–
2023
50%
50%
–
–
–
2022
22%
78%
–
–
–
2023
30%
70%
–
–
–
2022
46%
54%
–
–
–
2023
40%
54%
–
–
6%
Execs
Non-Execs
Investment Committee
Total workforce
2022
100%
2023
100%
2022
100%
2023
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2022
89%
11%
–
–
–
–
2023
80%
10%
–
–
–
10%
2022
81%
10%
2%
3%
2%
2%
2023
77%
8%
4%
–
2%
8%
Execs
Non-Execs
Investment Committee
Total workforce
2022
2023
2022
2023
2022
–
–
33%
33%
33%
2022
0%
–
Execs
–
–
33%
33%
33%
2023
0%
–
–
–
–
40%
60%
–
–
–
25%
75%
–
–
56%
33%
11%
2023
–
–
70%
20%
10%
2022
5%
35%
28%
21%
11%
2023
6%
29%
33%
19%
13%
Non-Execs
Investment Committee
Total workforce
2022
0%
–
2023
0%
–
2022
11%
–
2023
0%
–
2022
5%
4%
2023
4%
4%
72
ANNUAL REPORT FY23
MOLTENVENTURES.COM
73
D&I Statistics as at 31 March 2023. Data was gathered during Q4 of FY22 from 72% of full-time employees.
Founding teams gender and ethnicity breakdown from pitch decks
received between 17 Oct 2022 - 25 Nov 2022.
% Employees with a disability
Prefer not to say
STRATEGIC REPORT ESG - Social CONTINUED
ESG - Governance
Gender splits
29%
30%
plc board
Investment
Committee
voting
members
71%
70%
6%
All Group personnel
2023
6%
40%
2022
46%
54%
54%
2021
38%
62%
34%
Investment
Team (Exec,
Partnership,
Platform)
66%
40%
All Group
personnel
0%
20%
40%
60%
80%
100%
54%
Male
Female
Prefer not to say
The Esprit Foundation
During the year, the Esprit Foundation continued to grow and develop,
with the creation of the Operational Committee which manages day-
to-day operations of the Foundation. Four Trustee meetings took place
during the period and grantee opportunities were explored, with the
aim of awarding money where cases are aligned with the Foundation’s
charitable objectives; ultimately geared towards the advancement of
education for the public benefit (especially to those aged under 30),
with particular emphasis on the fields of technology, business and/or
entrepreneurship.
The Foundation aims to award its first grant in FY24 to the Social
Mobility Foundation, a charity working to make practical improvements
in social mobility for young people through educational support,
work experience and skill development, particularly those from
under-represented and low socio-economic backgrounds.
In FY24 we also aim to award a grant to Included VC, an organisation
which supports young entrepreneurs through education to access
venture capital from overlooked communities such as ethnic minorities
and members of the LGBTQIA+ community.
CoachHub CFO, Kerim Oral – presenting at the Molten Ventures Investor Day.
74
ANNUAL REPORT FY23
Molten Ventures believes that conducting business in an ethical,
transparent and responsible manner provides the groundwork for
strong environmental and social agendas, while also creating long-term,
sustainable value for our Shareholders, wider stakeholders and
for society.
Responsibility for governance
Good corporate governance is fundamental to Molten; our portfolio
companies; and the way we conduct business.
Governance begins with the Board, but responsibility permeates
throughout the whole Group reinforced by strong internal processes
and regular training for all employees (including the Executive Directors)
as more particularly set out on page 73.
Portfolio governance support
At Molten, we believe that having strong policies and procedures in
place allows our portfolio companies to scale quickly, while avoiding
common governance pitfalls and meeting the expectations from
customers, investors, regulators and buyers. As such, two of our FY23
ESG KPIs set out our aim for 80-100% of directly held investments to
have the following policies in place:
• Anti-Corruption and Bribery Policy
• Anti-Harassment and Bullying Policy
•
IT Communications and Cyber-Security Policy
• Whistleblowing Policy
• Health, Stress and Wellbeing Policy
• Parental Policy
To support our portfolio companies in implementing these policies if
they were otherwise outstanding, we created policy templates and
shared these within our Sustainability Toolkit.
Of portfolio companies who engaged in this process:
Anti-Corruption and
Bribery Policy
88%
(Pre-engagement: 48%)
Parental Policy
84%
(Only data on quality of parental
leave previously tracked, as
opposed to policy implementation)
Anti-Harassment and
Bullying Policy
88%
(Pre-engagement: 45%)
IT Communications
and Cyber-Security Policy
84%
(Pre-engagement: 61%)
Whistleblowing Policy
83%
(Pre-engagement: 38%)
Health, Stress and
Wellbeing Policy
81%
(Pre-engagement: 43%)
As part of our portfolio engagement programme, we led a governance-
focused webinar, in partnership with Gowling WLG. This session detailed
the importance of strong governance and explored the consequences
of poor governance, including practical examples from the tech sector
and beyond. There were 18 portfolio attendees to this event.
UK Corporate Governance Code
The Company has subscribed to the principles of the 2018 UK Corporate
Governance Code since listing to the Main Market of the London Stock
Exchange in July 2021. These principles set out standards of good
practice around Board composition and development, remuneration,
Shareholder relations, accountability and audit. Wherever the Company
is unable to comply with the UK Corporate Governance Code then it will
explain the basis for such non-compliance.
Health and safety
All staff share responsibility for achieving safe working conditions through
adherence to the Group’s robust health and safety measures, both in the
workplace and any homeworking environment. The Company’s Office
Manager has overall responsibility for the implementation, operation and
periodic review and update of the Group’s health and safety policies
and procedures to ensure that they continue to fulfil the key function
they are designed for. During the period, no injuries, occupational
diseases nor work-related fatalities have been reported. Having regard
to the size of the Group’s workforce, the Company’s strong health and
safety track record, as well as the nature and location of duties being
performed, the Company does not report quantitative metrics, targets or
an implementation timeline concerning our health and safety operations
or reduction efforts, however this position is kept under review.
IT security, cyber resilience and
data protection
Data protection and cyber security is considered to be one of the
principal risks to the business and is therefore a Board-level concern and
standing agenda item at all formal meetings of the Board. The Group has
a range of privacy, IT and cyber security policies and procedures in place
which collectively set out the Group’s commitment to these areas, and
establish employee responsibilities and the process for risk identification.
A summary of a number of the policies can be found on our website.
Data protection and cyber security as well as ongoing staff phishing
and cyber awareness training continue to be part of the Group’s annual
training programme. During the period, we continued to receive
support from our outsourced IT service provider Softwerx and we also
engaged SoftCat plc in a fractional chief information security officer
function to help us transition to a cloud-focused infrastructure with a
focus on security and business continuity and stakeholder management.
Our IT road map for FY2024 includes the migration to a cloud-only
GDPR-compliant file system removing major data pinch points allowing
for the removal of legacy file system architecture. Our office Wi-Fi has
also been upgraded to include the latest encryption methodologies
along with Wi-Fi 6 capabilities, as we plan to become Wi-Fi first across
the business.
We also continue to stress test our network from a grey hat attacker
perspective, and we continually remediate any system weaknesses. As
per our Internal Data Breach Register, no Molten data security breaches
have been reported during the period. Additionally, no information
security breaches have been directly suffered by Molten in the last three
years.
MOLTENVENTURES.COM
75
STRATEGIC REPORT Stakeholder engagement
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 divergent range of interests, and balancing the potential
outcome for the different stakeholder groups, is a key part of the Board
decision-making process.
01
Employees
02
Portfolio
companies
Why we engage
Engagement with employees
by the Executive and
Non-Executive teams
promotes a strong business-
wide corporate culture of
governance, which facilitates
the ability of decision-makers
to appropriately discharge
their duties and reduce or
remove Group exposure to
unacceptable levels of risk.
Engagement also reinforces
the Board’s commitment to
our positive culture, diversity
and inclusion, and ensures that
employees feel supported
and engaged with the Group’s
strategy.
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. A major exercise, involving all staff, has been
undertaken over the last year to discuss and agree on the over-arching
purpose of the Company.
• Richard Pelly is the Designated Non-Executive Director with
responsibility for workforce engagement. Richard maintains close
contact with the staff through the ESG working group, which has had
several sessions dedicated to staff engagement, including discussion
of the results of staff opinion surveys. It has been made clear to all staff
that they are also free to raise matters directly with Richard. Feedback
on the engagement at those sessions is provided directly to the Board.
• All employees have clear reporting lines which facilitate and
encourage direct access to the Executive team. Regular fitness and
propriety reviews are undertaken in line with regulatory requirements.
• 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.
Why we engage
Our open and inclusive
approach is key to the hands-
on way in which our team
supports the growth of our
portfolio companies. As an
active manager, engagement
with portfolio companies
through all stages of growth
allows us to better support
those businesses and their
management teams via access
to our expertise, capital and
wider network. Our approach
to portfolio engagement also
provides us with more regular
and better visibility on portfolio
company practices, progress
and culture, which in turn
informs the way in which we
are able to provide support.
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
particular business of our portfolio companies and also bring
operational experience as technology entrepreneurs in their
own right, which enables us to provide companies with tailored
connections and advice.
• We run regular events and training sessions including trend spotting,
panel discussions, focused networking and breakfast briefings
to support our portfolio teams with best practice guidance and
knowledge sharing.
• Consideration of portfolio company performance is a standing
agenda item at each Board meeting and at each weekly meeting of
the Executive Directors.
• Please see the Portfolio Review section on pages 31-43, as well as the
case studies on pages 20-23 for more information on the work we do
with our portfolio companies.
03
Investment
Partners
04
The
Community
Why we engage
Leveraging our co-investment
model offers improved access
to the best deals and, by
extension, the best returns
for all of our stakeholders.
Through active collaboration
with like-minded investment
partners, we achieve cultural
alignments and can provide a
broader range of collaborative
investment optionality to
our prospective and existing
portfolio companies.
Why we engage
As part of our long-standing
aim of democratising venture
capital (as evidenced by our
decision to IPO on AIM in
2016), we are committed to
building engagement with the
community, particularly in the
context of our continued focus
on sustainability, environment,
social and corporate
governance issues.
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 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.
How we engage
• We regularly hold thematic events across the regions and sectors
we focus upon, which are open to members of the entrepreneurial
ecosystem and others within the broader community.
•
In addition to enabling our portfolio companies and wider partners
to meet and gain valuable insight, these events also give us regular
opportunities to engage with these communities and strengthen our
relationships and influence within them.
• As signatories to the UN Principles of Responsible Investment, we are
committed to encouraging dialogue around ESG themes, as further
considered in pages 50 and 67.
• The Company is a signatory to the UK Government’s Investing in
Women Code with a commitment to improving female entrepreneurs’
access to tools, resources and finance.
• The Company established the Esprit Foundation, which has charitable
status from the Charity Commission. It is the intention of the trustees
of the Foundation to make awards of grants to third-party community
organisations with charitable objectives that align to the objectives of
the Foundation.
05
Shareholders
Why we engage
The Board recognises
the critical importance of
understanding, and aligning
to, the expectations of our
Shareholders. Regular dialogue
with Shareholders through a
range of different channels
helps us to understand their
short and long-term views;
engage with their ambitions;
and address their concerns.
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’s largest Shareholders are invited to attend our annual
Investor Day at which a selection of portfolio companies are invited
to present, allowing for direct engagement between Molten, its
Shareholders and our portfolio companies.
• The Board encourages Shareholders to attend and vote at the
Company’s Annual General Meetings, at which members of the Board
are in attendance and available for Shareholder questions.
•
Investor relations are a standing item on the Board’s agenda and at the
weekly meeting of the Executive team.
76
ANNUAL REPORT FY23
MOLTENVENTURES.COM
77
STRATEGIC REPORT Stakeholder engagement CONTINUED
Section 172 statement
06
Suppliers and
advisers
Why we engage
Our suppliers work with Molten
and the broader Group to
ensure that we can provide an
appropriate level of service
and to bolster 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.
How we engage
• The Group engages its suppliers (locally and, where appropriate,
globally) on the basis of proven track record with observance of
minimum levels of performance, ethics and governance in order to
create value and mitigate risk.
• A variety of independent professional advisers are utilised by the
business to assist with our regulatory and legal compliance, including
by way of example: banks, custodians, depositaries, lawyers,
accountants, auditors, brokers, compliance specialists, training
providers, branding and publishing sector specialists.
• The Group has a positive and open relationship with all of its advisers.
Regular contact is maintained to ensure alignment of expectations and
interests.
• The entry into contracts which are material strategically and which
deviate from the Company’s investment strategy in the context of the
Group’s business of operations or which are not in the ordinary course
of business are matters which are reserved to the Board.
07
The
environment
Why we engage
Concerns around
Environmental, Social and
Corporate Governance
(ESG) issues have become
increasingly important to
the Company and to the
wider business community,
particularly in respect of climate
change and 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.
How we engage
• The Company and broader Group are committed to positively
engaging with sustainability and ESG issues as a signatory to the
UN Principles of Responsible Investment. During the period,
the Company continued to evolve its ESG-oriented processes in
accordance with the Group’s ESG Policy.
• A core steering Committee has been operating for a number of
years within the Company’s EST Working Group, and a formal ESG
Committee chaired by Gervaise Slowey met for the first time during
the year. A report from the Committee can be found on page 107.
• The Board receives regular updates on progress against the agreed
ESG KPIs, which are set out on page 46 for the previous year and
page 47 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 Sustainability section on pages 44-75.
Under Section 172(1) of the Company Act 2006, a director of a company must act in the way he or she considers, in good faith, would be most likely to
promote the success of the company for the benefit of its members as a whole, and in doing so have regard (among other matters) to:
a. the likely consequence of any decision in the long term
b. the interests of the company’s employees
c. the need to foster the company’s business relationships with suppliers, customers and others
d. the impact of the company’s operations on the community and the environment
e. the desirability of the company maintaining a reputation for high standards of business conduct
f.
the need to act fairly as between members of the company.
The following disclosure describes how the Directors have had regard to the matters set out in Section 172(1) (a) to (f) and forms the Directors’
statement under section 414CZA of The Companies Act 2006. Examples have been included of both the routine application of such considerations in
the ordinary course of business, and their role in certain key Board decisions during the course of the year.
Key Board decisions during the year
In discharging its duties, the Board considers the views of its stakeholders, alongside other considerations such as risk, and legal and regulatory
compliance. Board decision-making is supported by the provision of reports and papers circulated prior to the formal Board meetings, regular
dialogue between Executive and Non-Executive Directors, and in-person presentations from management and advisers. Where appropriate, papers
and presentations provide analysis of the impact of proposals on stakeholder groups and the long-term consequences for the business.
Set out below are some examples of key decisions made during the year to 31 March 2023, and areas of Board consideration in the decision-making
process.
Board decision
Considerations
S172 factors
Strategy
• Continue to grow third-party assets with syndication of Fund of Funds Programme
(a) (c) (e)
Remuneration
creating opportunities to co-invest and deploy further capital into direct opportunities
within their portfolio companies
• Refinanced and scaled debt facility to realign capital structure with stated target of 10%
of portfolio value, providing increased funding flexibility
• Focused on prudent management of balance sheet and efficient use of capital
• Completed a Shareholder consultation to understand the reasons behind a minority of
Shareholders voting against the resolutions on Remuneration Policy and Remuneration
Implementation at the 2022 AGM
(a) (b) (e) (f)
• Have altered the operation of the Remuneration Policy for Executive Directors for FY24
• Appointed a new adviser to the Remuneration Committee
• Alignment of long-term interests of Executives, employees and stakeholders
• Employee pay increases to address the cost of living crisis
Succession planning
• Continued focus on strengthening diversity in the background and experience of the
(a) (b) (c) (e)
Board as a whole
• Ensuring appropriately experienced individuals appointed to lead governance at
Board level
• Developing Board-level experience in sustainability matters
• Completed two skills matrix exercises to help inform recruitment
• Scheduled an externally facilitated Board evaluation to commence in FY24
ESG
• Development of corporate purpose
• Commitment to strengthening Board diversity over time
• Development and publication of Human Rights Policy
• Continued development of TCFD reporting and implementation of climate strategy
(a) (b) (c)
(d) (e) (f)
Members of the team at Molten Ventures Investor Day.
78
ANNUAL REPORT FY23
MOLTENVENTURES.COM
79
STRATEGIC REPORT Risk management
To achieve our strategic objectives and manage the business responsibly
and sustainably, we operate an effective risk-management framework
that balances 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, with ongoing oversight delegated to
the Audit, Risk and Valuations Committee.
Risk appetite
The nature of our business fundamentally
involves accepting risk if we are to achieve
our strategic aim of creating and maintaining
a pipeline of investment opportunities
and supporting our diversified portfolio of
businesses to achieve meaningful returns.
However, the business will accept risk only
where it can be appropriately managed and
where it offers sufficient reward. The Board
has determined its risk appetite for each of the
principal risks described on pages 82 to 90
and considered appropriate ways to monitor
performance and mitigate each risk to ensure it
remains acceptable.
Risk governance
Our approach to risk governance is a
top-down approach, with a culture of
compliance that runs from the Board,
through its Committees, the Executive
Team, the Compliance Team and to all staff,
encouraging a thoughtful and transparent
culture 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, with the second line of risk
management overseen by the Compliance
Team. The Compliance Team report directly
into the CFO on all compliance matters and
have direct access 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. All material risks
associated with the Group and its activities are
entered into the Company’s Corporate Risk
Register which applies a scoring system to
assist the Audit, Risk and Valuations Committee
in its decision-making by capturing inherent
risks, mitigations, and residual risks as well as
any proposed actions. Risks are mapped to a
heat map and monitored while controls are put
in place and continually reviewed to mitigate
the Group’s exposure.
80
ANNUAL REPORT FY23
The Audit, Risk and Valuations Committee
meets formally at least four times a year,
with other informal meetings convened as
necessary. The Executive Team are delegated
authority to oversee the application of the risk
framework across the business. The Group
operates clear reporting lines throughout the
business and engages external compliance
specialists, IQ-EQ, to assist the Compliance
Team in monitoring and advising on all
regulatory compliance matters at a fund
manager level within the Group structure.
We identify and monitor risks closely
throughout the business, with all employees
involved in overseeing and mitigating risk
on a day-to-day level under the ambit of
the Group Compliance Manual and 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, Softwerx and SoftCat plc; 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.
Third-party review
There is a formal compliance report issued
to the Board annually based upon the
Company’s Corporate Risk Register and
the output of quarterly monitoring reports
issued by IQ-EQ. For the report covering the
year ended 31 March 2023, the only actions
identified by IQ-EQ as requiring attention
were classified as low-risk. Depositary services
in the financial year were provided to the
Company and the Fund of Funds 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 immediately prior to year-end 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 training is provided to all staff at
least annually in connection with the Group’s
culture of risk awareness and risk mitigation
and the professional and ethical standards
to which all employees must perform in the
fulfilment of their roles (including where
relevant under the Senior Managers and
Certification Regime (“SM&CR”)).
During the year, IQ-EQ delivered targeted
training on the subject of SM&CR and the
Group’s Client Assets Sourcebook (CASS)
obligations to those members of the
compliance, finance and administrative team
involved in the safekeeping and reconciliation
of client assets.
Mandatory online training is conducted not less
than annually (including associated testing) on
a variety of core topics including anti-money
laundering, anti-bribery and corruption,
SM&CR, anti-bullying and harassment, anti-
modern slavery, 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, including a
session on inside information and financial
promotions to the Investment Team. Within the
quarterly Investment Team “Hit-list Day”, market
themes, opportunities and risks are assessed
as part of the wider approach towards
investments, and there is also a bi-annual
Strategy Day attended by all of the Investment
Team to review the Group’s existing portfolio
and assess risks and opportunities at an asset
level.
Whistleblowing
The Group has adopted procedures by which
employees may, in confidence, raise concerns
relating to possible improprieties in matters of
financial reporting, financial control, adequate
management of risks or any other matter. The
Whistleblowing Policy applies to all employees
of the Group, who are required to confirm
that they have read the policy and are aware
of how the procedure operates as part of the
Group’s ongoing internal training programme.
4
3
2
1
T
C
A
P
M
I
Principal and emerging risks
We regularly consider and make a robust assessment
of principal and emerging risks and opportunities,
both internal and external, which may affect the
Group in the near, medium, and long term. The
Executive Team and Audit, Risk and Valuations
Committee have risk scheduled for review at
meetings periodically and, as required and during
the year, performed their 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 opposite shows 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 82 to 90. 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. These principal risks are
subject to regular reviews by the Audit, Risk and
Valuations Committee or Board, with the Executive
Director responsible for that risk category reporting
on the nature and any developments on the risk at an
appropriate frequency.
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 by horizon
scanning and other processes, such as scenario
analysis. 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:
• Potential escalation of China/Taiwan tensions and
conflict with the US
• Banking sector volatility in the aftermath of SVB
and Credit Suisse collapse and second order
effects on the macroeconomic environment and
the tech sector within this
•
Increased cost of borrowing to finance investment
/deployment with further interest rate increases
from central banks
• Cost of living pressures effect on B2C/B2B sales
1
2
3
4
5
6
9
8
7
1
2
LIKELIHOOD
3
4
KEY:
Increasing
Decreasing
Static
New/emerging
Key
1. Macroeconomic environment
2. Geo-political protectionism
3. Liquidity and access to capital
4. Public market risk
5. Climate change
6. Key personnel
7. Cyber security
8. Industry competition
9. Risk profile of venture investing and venture investments
Risk framework updates
Updates to our risk framework for the year include:
• Engaged SoftCat plc to provide a fractional CIO function to assist with the
evolution of the Group’s IT and cyber-resilience infrastructure
• Development of a regulatory crisis engagement strategy
• Migration of Money Laundering Officer function within the Group’s
regulated businesses away from CFO to the Compliance Team to minimise
risk of conflicts and expand capacity associated with the role
MOLTENVENTURES.COM
81
STRATEGIC REPORT Principal risks
Key
Increasing risk
New/emerging risk
Static risk
Decreasing risk
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, 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
Risk management and mitigation
• Volatility typically impacts across all market
participants (private and public) as well as wider
market dynamics so creates a level playing field
• 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
• Volatility in the prices of the listed assets in portfolio
subject to turbulence in public markets
• Strong Board-level and investment team experience
of previous challenging macro-economic conditions
• Portfolio company revenues generated across a
range of currencies, predominantly US Dollars,
Sterling and Euros, and a degree of natural hedge
therefore exists against exposure to FX fluctuations
• Maintenance of diversified bank accounts across a
range of different providers and foreign currency
reserves in line with Treasury Policy and hedging
strategies being developed
• Active management of portfolio with Board seats
or observer roles on most companies providing
enhanced visibility and ability to influence portfolio
cash runways and outcomes
• 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
Focus for FY24
• 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 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
• Fluctuations in foreign exchange rates that may
affect the Company’s own cash position, valuations
or exposure to fx changes on transactions
• Reduced confidence in growth stocks relative to
value stocks and higher interest rate environment
• Difficulty for the Group to raise further capital
through realisations, equity issues or debt and
resulting limits on liquidity
• Negatively impacted share price which may reduce
availability of the Company’s revolving credit facility
or activate limited lender cash sweep mechanism
• Risk of the Company breaching its debt facility
covenants
Changes/activities during the year
• High inflationary environment and rising interest
rates
• Geopolitical developments, including the
continued conflict in Ukraine and escalation of
breakdown in China/Taiwan relations
• New expanded £150m debt facility with JP Morgan
in the lending syndicate providing access to capital
and greater capacity to grow with the Company
• Expansion of banking relationships to augment
treasury and hedging capabilities
• Completed first close of syndicated of Fund of
Funds Programme providing additional capital
under management and ongoing management
fees
• Significantly reduced IPO market in the UK and US
• Significant Shareholder engagement exercise
undertaken by the Chair of Remuneration
Committee during the period as well as the CEO
and CFO to build on relationships and understand
expectations of the Company’s stakeholders
2. Geo-political protectionism
Direct and
indirect impact of
geo-political
events
LINK TO KPIS
(PAGE 19)
1, 2, 4
Potential impact
•
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
•
International protectionism fuelling the escalation
of geo-political tensions impacting upon supply
chains, with particular reference to Ukraine and
Taiwan
• Raised tariffs making it harder for portfolio supply
chains and deeptech hardware companies to
obtain required materials or make sales of their own
products
• Persons or corporates subject to sanctions having an
impact on flows of capital, goods, or services
Risk management and mitigation
• Supporting portfolio with international structural
optionality
• Participation in lobbying efforts on UK government
(e.g. through BVCA membership)
• Sector specialist lawyers engaged during the period
to deliver training to the Investment Team on the
impact and process associated with the National
Security and Investment (NSI) Act (NSIA) and
equivalent global legislation
• Carried out a full assessment of Group exposure
to sanctioned persons or corporates, through our
portfolio, Shareholders, suppliers, or other investors
into our portfolio companies
Changes/activities during the year
• Ongoing war in Ukraine disrupting stability of region
Focus for FY24
• Continued participation with BVCA to lobby UK
and associated supply chains
• Sanctioning of Russian and Belarussian individuals
and corporates
•
Increased tensions between China and US in
respect of Taiwan and broader economic and
political relations
• Resolution on NI protocol and Windsor Framework,
addressing legacy Brexit issues on the island of
Ireland
• Period of political instability in UK with multiple
changes of leadership and budget changes
government on benefits of access to wider pools
of capital including both in and outside the exit
process of the UK/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
• Continue to take legal and tax advice on implications
of shifts in global policy including the application of
the UK NSI Act, the extension of sanctions regimes,
and wider national and international headwinds
• Assessment and ongoing monitoring of Group
exposure to sanctioned persons or entities
throughout the Group and its investments
• Exploration with portfolio companies of insourced
capabilities or diversified supply chains in the event
of interlinked disruption
82
ANNUAL REPORT FY23
MOLTENVENTURES.COM
83
STRATEGIC REPORT Principal risks CONTINUED
Key
Increasing risk
New/emerging risk
Static risk
Decreasing risk
3. Liquidity and access to capital
4. Public market risk
Insufficient
availability of
capital precluding
the Company from
executing on its
investment strategy
and/or meeting
deployment targets
Potential impact
• The unavailability 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:
Risk management and mitigation
• Liquidity is available to the Company through its
revolving credit facility maintained with JP Morgan
and SVB UK
• 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
LINK TO KPIS
(PAGE 19)
1, 2, 3, 5
– reduced access to revolving credit facility and/or
• The Company’s joint brokers work in the public
capital raising mechanisms
markets to secure liquidity in shares
– slower or halted progress on strategic initiatives
• Frequent investor engagement with all key
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,
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
Changes/activities during the year
• New expanded £150m debt facility with JP
Morgan in the lending syndicate alongside SVB UK
providing access to capital and greater capacity to
grow with the Company
• Completed first close of the syndication of Fund
of Funds Programme providing additional capital
under management and ongoing management
fees
• Significant Shareholder engagement exercise
undertaken by the Chair of Remuneration
Committee during the period as well as the CEO
and CFO to build on relationships and understand
expectations of the Company’s stakeholders
• Engagement with Shareholders through annual
Investor Day, Investor Meet Company meetings,
and NASDAQ portfolio day as well as Shareholder
roadshow and individual meetings
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
Focus for FY24
• 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
• 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
• Explore optionality for raising capital through the
public markets, including the possibility of an equity
issuance
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
– reduced NAV growth and associated reduction
in Shareholder return
– Potential concentration of share register
–
the Company becoming an acquisition target or
lead to Shareholder activism
– raising capital from the market at a discount to
NAV
•
•
Information concerning the Company is significantly
more public and exposed 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
Changes/activities during the year
• Sector was heavily discounted due to tech sell-off,
compounded by collapse of SVB US and SVB UK
• Significant Shareholder engagement exercise
undertaken by the Chair of Remuneration
Committee during the period as well as the CEO
and CFO to build on relationships and understand
expectations of the Company’s stakeholders
• Engagement with Shareholders through annual
Investor Day, Investor Meet Company meetings,
and NASDAQ portfolio day as well as Shareholder
roadshow and individual meeting
Risk management and mitigation
• Work alongside the Company’s brokers and PR
agencies to engage with institutional and retail
Shareholders and build upon the Company’s well-
diversified Shareholder base
• Close active monitoring of the Company’s share
register to track Shareholder movement and ensure
the Company’s Shareholder base is
well-diversified
• Frequent investor engagement and marketing
activity
•
In the event that share price did not return to a level
indexed to NAV, the Company could consider de-
listing or merge with another VC or similar investor
• Expansion of syndicated fund strategies with third-
party investors to share risk and diversify income
streams away from just the public markets
Focus for FY24
• 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 dependency
on capital markets
84
ANNUAL REPORT FY23
MOLTENVENTURES.COM
85
STRATEGIC REPORT
Principal risks CONTINUED
Key
Increasing risk
New/emerging risk
Static risk
Decreasing risk
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:
• existential increased risk of physical impacts of
climate change directly impacting upon the
Company or its people, or the companies and
personnel within the Molten Ventures portfolio
Risk management and mitigation
• Adherence to the Company’s ESG Policy to
integrate consideration of climate-related risks and
opportunities throughout the Group’s strategies,
policies, governance structures and interactions with
internal and external stakeholders
• Engagement with portfolio companies to assist and
guide them on developing their own sustainability
policies and climate change risk mitigations
• changing stakeholder expectations on licence to do
• Working with external environmental consultants to:
business
•
increase in GHG emissions-related regulation,
including mandatory reporting requirements
– voluntarily report to the Taskforce for Climate-
related Financial Disclosures (TCFD) for the
second year
• potential lending conditions tied to climate and
– calculate and evaluate Molten Ventures’
carbon performance
• business models of certain investee companies may
be more immediately impacted by climate change
dependent upon the industry in which they operate
•
Insufficiently diversified portfolio to deliver on
pathway to net zero and climate strategy
Group-wide carbon footprint (inclusive of Scope
1, Scope 2 and material Scope 3 GHG emissions)
and offset 100% of Scope 1 and Scope 2
emissions that cannot otherwise be reduced
– carry out mandatory Streamlined and Energy
Carbon Reporting (SECR) disclosures
– assess in greater detail our Scope 3 emissions,
including those from our investments and
purchased goods and services
• Completion of first year reporting to CDP
• A proportion of variable pay for Executive Directors
and all employees linked to completion of ESG KPIs
Changes/activities during the year
• Engaged Accenture to develop our pathway to
net zero; produce our FY2023 TCFD Report; and
independently verify our GHG measurement
methodologies
• Engaged Altruistiq to support Molten Ventures with
its data collection and carbon footprinting exercise
across Scopes 1, 2 and 3 to improve the accuracy of
our emissions data.
• Onboarding and ongoing 1-2-1 support and
assistance to portfolio companies and management
teams
Focus for FY24
• Delivery of the Company’s FY24 ESG KPIs details of
which can be found on page 46
• Development of the Company’s Climate Strategy
including quantitative carbon reduction targets
with support from external advisers utilising the
output of our first year of reporting against the TCFD
framework
•
Increased engagement with our portfolio on
climate-related topics including carbon footprint
measurement and GHG reduction plans
• Focus on integrating the output of our TCFD project
• Sustainability toolkit roll out: thirteen governance-
into our risk management practices
focused policy templates developed and
distributed across the portfolio to encourage
implementation and improved governance
structures
• Two ESG-focused training sessions hosted by the
Company and co-delivered to the portfolio with
Fair HQ (Diversity-focused) and Gowling WLG
(governance)
• Evolve and develop the application of climate
within the valuations process
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
• Access to externally-led coaching and mentoring
focusing on staff development and inclusion
• Expanded team size providing better coverage
across all areas of the business and ongoing
succession planning
Changes/activities during the year
• Further recruitment into the investment team and
Focus for FY24
• Continued hiring in line with the Company’s
operational roles within the business
• Continued to conduct employee surveys to solicit
feedback on the working environment and business
culture
• Engagement with all staff in the exercise undertaken
to develop a corporate purpose
• Augmentation of investment team with hire of Nelly
Markova and promotion of Edel Coen into the
Group Investment Committee
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
• Continue with succession planning and growth of
teams
86
ANNUAL REPORT FY23
MOLTENVENTURES.COM
87
STRATEGIC REPORT Principal risks CONTINUED
Key
Increasing risk
New/emerging risk
Static risk
Decreasing risk
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
privacy regulatory liability coverage
Changes/activities during the year
•
Increased cyber security risk due to the threat of
cyber attacks emerging out of geo-political events
and pace of AI development
• Carried out external penetration testing twice
Focus for FY24
• 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
• Appointment of Softcat IT infrastructure consultants
to provide a fractional chief information officer
function and work alongside the Group IT Manager,
CFO and Finance Director to deliver on IT and
cyber-related projects
• Additional emphasis on cyber and information
security following increased instances of cyber
attacks and cyber-related fraud
• Consideration of the enhanced risk resulting from
the exponential development of AI
• Retained Cyber Essentials accreditation
• Development of relationship with third-party
• Continued updates to hardware and software
environment to enhance robust cybersecurity
environment
managed IT service providers to help deliver and
continually improve Molten Ventures secure cyber
environment
8. Industry competition
The Group and
its portfolio
companies
are subject to
competition risk
LINK TO KPIS
(PAGE 19)
2, 3, 4
Potential impact
•
Increased capital in the European VC market leading
to greater competition for deals and compressed
timelines between investment rounds and during
the investee fundraise process
• Rise in pre-empted funding rounds can limit access
to strong deals where opportunities are outside of
the Group’s network
•
Increase in investment activity of significantly larger
VC players who have less price sensitivity and may
distort valuations and the broader VC market
Changes/activities during the year
• Completed first close of the syndication of Fund
of Funds Programme providing additional capital
under management and ongoing management
fees
• Completed deployment target for FY2023
Risk management and mitigation
• Proven thesis-driven investment strategy with
strong reputation in the market within sector/geo-
specialism
• Differentiated model with strong pipeline sourcing
and disciplined investment process
• Competitive pricing, terms and structure of
proposed investment
• Strong and visible brand with established presence
in VC and tech ecosystem
• Well networked team with proven syndication
opportunities across the industry
Focus for FY24
• Strategic deployment of capital into existing
portfolio companies by way of follow-on funding
and working closely with portfolio management
teams to extend cash runway and preserve/
enhance value as a competitive advantage in
challenging economic conditions
• Continued expansion of the syndication of the Fund
of Funds Programme
• Preparatory work in connection with the launch of
the Molten Ventures Central and Eastern European
Fund
• Preparatory work in connection with the launch of
the Molten Ventures Climate Fund
• Continued focus on ESG and develop position
as a thought leader in the VC space as a point of
strength and differentiation
• Further development of brand to entrench
Molten Ventures position within the VC and tech
communities
88
ANNUAL REPORT FY23
MOLTENVENTURES.COM
89
STRATEGIC REPORT Principal risks CONTINUED
Key
Increasing risk
New/emerging risk
Static risk
Decreasing risk
9. 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
Risk management and mitigation
• Rigorous due diligence undertaken by highly
qualified Investment Team and surrounding
operational platform
• Significant commitment of time and resource to the
active management of early-stage high-growth
companies
• Active management of portfolio with consent rights
and Board seats or observer roles typically required
as a pre-requisite to investment
• Due to the illiquid nature of the asset class in which
the Company invests, a material recalibration of
global valuations of tech companies may impair
the Group’s NAV and impact on the timing and/or
quantum of realisations at exit
• The timing of portfolio company realisations
is uncertain and cash returns to the Group are
therefore difficult to predict and could subject to a
lockup period in the event of an IPO
• Diversified portfolio across different geographies,
sectors and stages to mitigate impact of single
investment failures
• Calibration of risk and reward for outsized returns
on investment due to equity ownership at an early
stage in the life of the company
• Multi-faceted investment strategy focusing upon
opportunities at different points of the growth cycle
from seed (through Fund of Funds), early (EIS/VCT)
to later stage (plc)
Changes/activities during the year
• Syndication of the Fund of Funds strategy to
Focus for FY24
• Working closely alongside portfolio management
increase capital under management for allocation
to seed fund managers and provide visibility on a
greater range of investment opportunities
• Rich pipeline of deal opportunities through the
Fund of Funds strategy and EIS and VCT early-stage
activity
• Continued participation in follow-on rounds where
the asset is known and we can continue to back the
winners within the portfolio
teams to extend cash runway and preserve/
enhance value
• 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
• Continued focus on identifying strong best-in-class
scalable technology companies with very large
addressable markets and a path to becoming a
category leader
• Working alongside the BVCA and other industry
bodies to advocate for greater awareness,
understanding and funding for the venture
ecosystem and early-stage tech businesses
• Development of additional strategies to maximise
the opportunities arising out of the Fund of Funds
programme and early-stage start-up environments
Board approval
The Strategic Report as set out on pages 4 to 91 was approved by the Board of Directors on 14 June 2023 and signed on its behalf by:
Ben Wilkinson
Chief Financial Officer
Viability statement
The Directors have assessed the viability of the Group
over a three-year period to March 2026, 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.
shortfall. However, mitigations have been modelled in
this scenario which would ensure sufficient liquidity well
beyond March 2026.
PLEASE SEE OUR
PRINCIPAL RISKS
SECTION, STARTING ON
PAGE 82 FOR FURTHER
DETAILS ON OUR
PRINCIPAL RISKS
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, geo-political protectionism, profile of
venture investments and unpredictability of exit timing.
The severe downside scenarios model situations were:
1. Concentration risk
Scenario: considers the impact of a material event causing
the single largest asset in the portfolio to be written off
and the value of all listed assets held being reduced.
Links to Principal Risks: 1, 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, 9
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, 6, 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 scenario, however,
in the event of such a scenario the Group would be able
to continue operating until July 2024 before a liquidity
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:
Links to Principal Risks: 1, 2, 3, 4, 5, 9
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, 6, 9
2. Resilience to technological
risks
Following a comprehensive assessment of the Group’s
IT security and infrastructure in 2021, an IT roadmap
was developed with Softcat plc. 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 managed
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 2026.
90
ANNUAL REPORT FY23
MOLTENVENTURES.COM
91
STRATEGIC REPORT Governance
Report
Contents
Corporate governance statement
Board of directors
Board leadership
Governance Report
94 Governance ‘at a glance’
95
96
98
100 Division of responsibilities
102 Composition, succession and evaluation
104 Nomination committee report
107 ESG committee report
108 Audit, risk and valuations committee report
111 Directors’ remuneration report
128 Directors’ report
131
Statement of directors’ responsibilities
92
92
ANNUAL REPORT FY23
ANNUAL REPORT FY23
MOLTENVENTURES.COM
MOLTENVENTURES.COM
93
93
GOVERNANCE REPORT Governance “at a glance”
Corporate governance statement
Board composition
Meeting attendance
Male
Female
Gender
diversity
71.4%
28.6%
50%
Independence
(Excl Interim
Chair)
Non-independent
Independent
3
Tenure
50%
2
2
0-3 years
3-6 years
6-9 years
Audit, Risk
and Valuations
Committee
Remuneration
Committee
Nominations
Committee
ESG
Committee
Director
Board
Grahame Cook
Sarah Gentleman
Richard Pelly
Gervaise Slowey
Karen Slatford1
Martin Davis
Stuart Chapman
Ben Wilkinson
1 Karen Slatford resigned as a Director on 17 January 2023 due to health reasons.
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)
Information on how the Board assesses and monitors the culture of the business is set out on page 98.
• Appraised the Company’s strategy and three-year plan, receiving input from advisers
• Reviewed the output of the corporate purpose exercise involving all employees and led by the CEO and approved the
adoption of the proposed corporate purpose
• Continued DNED programme of engagement with updates on workforce engagement responses
• Received summary of detailed half-yearly portfolio reviews carried out by management
• Approved plc investments exceeding Investment Committee authority level
• Agreed 12-month ESG roadmap and received regular updates on progress against key ESG KPIs and determined KPIs
for the following financial year
Division of
responsibilities
(F-I)
• Reviewed and approved changes to schedule of matters reserved for the Board and Committees’ terms of reference
• Delegated authority to a Policies & Procedures Committee to oversee and implement changes to policies and
procedures where Director approval not required, or escalate to the Board or relevant Committee as necessary
• Appointment of in-house Company Secretary
Information on the activity of the Committees is set out in their individual reports starting on pages 104 (Nomination
Committee), 107 (ESG Committee), 108 (Audit, Risk and Valuations Committee and 111 (Remuneration Committee).
Composition,
succession and
evaluation (J-L)
Audit, Risk and
Internal control
(M-O)
• Completed two skills matrix exercises to assist with recruitment
• Appointed Russell Reynolds to assist with candidate search
• Appointed Lintstock to undertake an externally facilitated evaluation in FY24
• Completed an internal Board evaluation
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
• Reviewed corporate policies and procedures
• Approved compliance policies and procedures updated in light of regulatory developments
Further information is included in the Audit, Risk and Valuations Committee Report starting on page 108.
Remuneration
(P-R)
• Conducted a tender for provision of advisory service to the Remuneration Committee
• Consulted with Shareholders to understand the reasons behind voting outcomes on the resolutions to approve the
Directors’ Remuneration Policy and Directors’ Remuneration Implementation Report at the 2022 AGM
• Approved salary increases and cost-of-living payments for employees
The Remuneration Policy, and further information on the Remuneration Committee’s activity, is set out in the Directors’
Remuneration Report starting on page 111.
94
ANNUAL REPORT FY23
Chair’s letter
Dear Shareholder,
I am pleased to present the Governance Report for the year ended
31 March 2023. This section describes the Group’s governance
framework and responsibilities, the key activities of the Board during
the year, and our compliance with the principles and provisions of the
UK Corporate Governance Code.
The Board confirms that, for the year ended
31 March 2023, 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. As detailed in this
corporate governance statement below and in
the Nomination Committee report, the Board is
in the process of appointing a permanent Chair
and once in place the Board expects to return
to compliance with Provision 24.
Further information on the Code can be found
on the Financial Reporting Council’s website at:
www.frc.org.uk.
Board changes
We indicated in our FY22 Annual Report our
intention to recruit additional Non-Executive
Directors to assist in an orderly succession as
Karen Slatford, Richard Pelly and I approached
nine years’ service, and an objective of the
2022 Board evaluation was to complete
an analysis of skills and experience of the
Directors. We completed this process and
identified the attributes sought for new
appointments, to complement the existing
skills on the Board and replace those of Non-
Executive Directors due to retire. Following
the resignation of Karen Slatford we repeated
this process and updated the candidate
profiles provided to Russell Reynolds, the
appointed director search agency. We
anticipate announcing the appointment of
one or more new Non-Executive Directors
and any associated changes to the roles and
responsibilities of existing Directors before
the release of our interim results in November
2023. More information on the ongoing
recruitment process, and the independence
and diversity of the Board, is set out in the
Nomination Committee Report on pages 104
to 106.
Shareholder consultation
The Board was pleased that the Remuneration
Report and new Remuneration Policy were
approved at the AGM in 2022 but noted that
a minority of Shareholders were not able
to support the resolutions on those items.
The Company had undertaken an in-depth
consultation process on the proposed
Remuneration Policy with the majority of its
largest Shareholders when joining the Main
Market 2021, with the details then included
in the prospectus. The Company maintains a
regular dialogue with Shareholders and having
reviewed the feedback received from both
Shareholders and proxy advisers immediately
prior to the AGM, the Board identified that the
key area of Shareholder concern was in relation
to our approach to setting targets under the
variable incentive schemes. In accordance
with the FRC Code of Corporate Governance,
the Board sought to further understand
the reasons behind the votes received
opposing or abstaining on those resolutions
following the AGM. Sarah Gentleman led this
consultation as Chair of the Remuneration
Committee and an update on the outcomes
was published on the Company’s website
within the six-month timeframe specified
by the Code. More details on the changes
being implemented for FY24 following the
consultation can be found in the Remuneration
Committee Report
Board evaluation
Once new Non-Executive Directors have been
fully inducted, we intend to complete our first
externally facilitated Board evaluation. The
Board has selected Lintstock to conduct the
evaluation and we will report on the process
and its outcomes in next year’s annual report.
ESG
In the last annual report, we reported that
a new ESG Committee had been formed,
chaired by Gervaise Slowey with our CFO
Ben Wilkinson also serving as the other voting
member. The Board is kept regularly appraised
of progress against agreed ESG objectives with
updates from the Committee following each
meeting. We intend to add a newly appointed
Non-Executive Director to the ESG Committee’s
membership in future to further support the
work it does overseeing the implementation of
ESG strategy and activities. The inaugural ESG
Committee Report outlines the key activities
completed in the financial year.
Engaging with the
workforce
One of the KPIs set in FY23 was to develop
a corporate purpose (which can be found
on page 3) and I am pleased to report on
the outcome of this exercise. Our CEO
led the process, engaging with all Molten
Ventures employees to gather views and
seek input on a corporate purpose and the
core statements that underpin it. This was
presented and approved by the Board at
our annual strategy session and will continue
to be embedded throughout the business.
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. We are pleased
to report that Gervaise Slowey has agreed to
succeed Richard Pelly as the Designated Non-
Executive Director for engagement with the
workforce (“DNED”) following his retirement at
the upcoming AGM.
Investors/AGM
Information on the Company and the Board’s
engagement with Shareholders (and other
stakeholders) is set out on pages 76 to 79.
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. We look forward to welcoming
Shareholders to our 2023 Annual General
Meeting which will be held at the Company’s
registered office at 20 Garrick Street, London
WC2E 3BT on 26 July 2023.
Grahame Cook
Interim Chair
MOLTENVENTURES.COM
95
GOVERNANCE REPORT
Board of directors
Key
Board
Audit, Risk & Valuations Committee
Remuneration Committee
Nominations Committee
ESG Committee C Chair
Grahame Cook
Interim Chair and Senior
Independent Director
Age: 65
Sarah
Gentleman
Independent
Non-Executive Director
Richard Pelly
Independent
Non-Executive Director
Gervaise Slowey
Independent
Non-Executive Director
Age: 67
Age: 55
Appointed: June 2016
Age: 53
Appointed: June 2016
Appointed: July 2021
Martin Davis
Chief Executive Officer
Ben Wilkinson
Chief Financial Officer
Stuart Chapman
Executive Director
Age: 60
Age: 42
Age: 53
Appointed: November 2019
Appointed: June 2019
Appointed: June 2016
Membership:
Membership:
Membership:
Membership: C C
C
Grahame is an experienced public
company Non-Executive Director,
with over 20 years’ experience as
an audit and risk committee Chair.
Grahame’s background is in
investment banking, with 20
years’ experience of M&A, equity
capital markets and corporate
advisory. Grahame started his
career at Arthur Andersen, where
he qualified as a chartered
accountant. He became a Director
of Corporate Finance at Barclays
de Zoete Wedd in 1993, and
then joined UBS as a Managing
Director, member of its global
investment banking management
committee and Global Head of
Equity Advisory. At UBS he was
responsible for creating its industry
sector teams, including tech and
healthcare. In 2003 he became
joint Chief Executive Officer at
WestLB Panmure where he built a
pan-European business focused
on growth companies and ran
a €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.
Appointed: September 2021
Membership:
C
Sarah is a Non-Executive Director
on the Board of Molten Ventures
and the Chair of the Company’s
Remuneration Committee. Sarah is
the Senior Independent Director of
Rathbones Group plc and chairs its
remuneration committee, as well as
being a member of the audit, risk
and nomination committees.
Sarah has over 30 years’ experience
working in a combination of
strategic and financial roles, having
started her career as an analyst
at McKinsey & Company. These
include Business Development
Director at Egg UK and Chief
Financial Officer at LCR Telecom.
Until 2012, she was a sell side
banking analyst at Sanford
Bernstein where she covered
French, Spanish and Italian banks.
Most recently, Sarah has been
working as an adviser to early-
stage technology companies with
a focus on Fintech.
Membership:
Membership:
C
Richard is a Non-Executive
Director and adviser in the area
of micro, small and medium-sized
businesses. Up until April 2014,
Richard was the Chief Executive
of the European Investment Fund
(EIF), Europe’s largest investor in
venture capital funds.
Before joining EIF in April 2008,
Richard was Managing Director of
structured asset finance at Lloyds
TSB Bank in London from 2005
to 2007. From 1998 to 2005, he
worked for GE Capital, first as
Chairman and CEO of Budapest
Bank in Hungary and then as CEO
of UK Business Finance within GE
Commercial Finance. Prior to his
career at GE, Richard worked for
Barclays Bank in various functions
in the UK and in France from 1977
to 1997.
Richard holds an honours
degree in Psychology from
Durham University and an MBA
with distinction from INSEAD
Fontainebleau. In 2003, he was
awarded an OBE in the Queen’s
Honours List for Services to the
Community in Hungary.
Gervaise is a Non-Executive
Director on the Board of Molten
Ventures with a background in
senior management, international
business, marketing and media.
Gervaise serves as a Non-Executive
Director on the boards of Dalata
Hotel Group plc, Wells Fargo Bank
International (WFBI) and Eason
PLC. As well as chairing the ESG
committee for Dalata and the
remuneration and nomination
committee for WFBI.
Gervaise was CEO of Communicorp
Group (now Bauer), for four years
to the end of 2016, and also served
as a Non-Executive Director on the
board 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).
Gervaise is a Chartered Company
Director (Institute of Directors), a
Certified Bank Director (Institute
of Bankers), and a Dublin City
University Business Studies graduate
(BBS). She is particularly interested
in sustainability and has completed
the Sustainability Leadership
Programme at Cambridge
University.
Martin is the CEO of Molten
Ventures. He has more than 20
years of experience in financial
services and joined Molten
Ventures 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 has been CFO of Molten
Ventures since 2016. He has over
10 years of experience as a public
company CFO.
At Molten Ventures, 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 Venture’s move
to the Main Market.
Prior to Molten Ventures, Ben
served for five years as CFO of
AIM-listed President Energy plc.
Ben is a Chartered Accountant,
FCA, with a background in
M&A investment banking from
ABN Amro/RBS where he was
involved with multiple cross-
border transactions and corporate
financings.
Stuart was a Director of 3i Ventures
in London before he co-founded
Molten Ventures. He has over 30
years of 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 14 June 2023.
96
ANNUAL REPORT FY23
MOLTENVENTURES.COM
97
GOVERNANCE REPORT
Board leadership
OUR STRATEGY AND
BUSINESS MODEL ARE
SET OUT ON PAGES 14
TO 18 OF THE STRATEGIC
REPORT
The Board’s primary role is to ensure the long-term
success of the business by agreeing the Group’s strategy
and business model, and ensuring that these align with
the values and culture of the Group.
The Board receives regular updates from the Executive
Directors on the implementation of strategy, with
particular focus on how the business is performing
against our strategic key performance indicators.
The Board and culture
The Board recognises its responsibility to demonstrate the
Company’s culture and values in the way that it operates,
interacts and engages with the Company’s employees
and other stakeholders. As such, our meetings (Board
and Committees) are conducted in an open and inclusive
manner, encouraging all attendees to participate fully
and to share their views and experiences. Similarly,
employees of the business are given opportunities to
interact directly with Directors to support open dialogue.
During the year, the Board has monitored workforce
culture and behaviour in a number of ways:
• Received feedback from employee engagement
surveys, which are conducted at regular intervals
during the year and included specific questions
relating to the culture of the business;
• Regular updates (reviewed by the Audit, Risk and
Valuations Committee) on the operation of the
Group’s Whistleblowing Policy and procedures,
including reports on any actions taken by
management in response to issues raised (see the
Audit, Risk and Valuations Committee Report for more
information);
• Received regular updates on progress against our
ESG roadmap, including the development of a
Group-wide Diversity Equality, Inclusion and Equal
Opportunities Policy;
• Received presentations from senior members of the
Investment Team (e.g. the development and work of
the Platform and Fund of Funds teams), including a
focus on recruitment and development of individuals
within those teams;
• Received presentations from the Group General
Counsel on the activities and progress of the ESG
Working Group.
Workforce engagement
Although the Company’s relatively low number of
employees has meant that Directors are able to engage
directly with employees, the Board agreed that following
the move to the Main Market it would be appropriate
to adopt a more formalised approach to workforce
engagement as envisaged under the Code. The Board
therefore approved the appointment of Richard Pelly as
our Designated Non-Executive Director for engagement
presentation, or other specific investor engagement
activity (e.g. linked to equity raising or other corporate
events)).
The typical programme of investor relations activity
involves the CEO and CFO meeting with analysts,
current Shareholders and potential investors to present
full and half-year results, as well as their attendance at
various investor conferences during the year. In February
2023, 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 were given the
opportunity to submit questions by email ahead of the
AGM. No questions were submitted in 2022.
The Board has also engaged with Shareholders during
the year through the Chair of the Remuneration
Committee’s consultation on changes to the application
of the Directors’ Remuneration Policy. We were pleased
that a number of Shareholders took the opportunity
to respond to our engagement at the time, and the
feedback we received was generally supportive of the
Remuneration Committee’s proposals.
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
2023 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.
with the workforce (“DNED”) with responsibility for
workforce engagement, and agreed a rolling plan for
how his engagement activity would be conducted and
feedback provided to the Board.
As a general principal, and in line with our open culture,
all Directors are available to engage directly with any
employee on request. Richard’s role as DNED has been
communicated to the business, and he committed to
make himself available for individual meetings and to
use other informal channels for engagement (including
attendance at informal staff events) and to regularly
attend the Company’s offices.
In addition to his availability for individual meetings,
Richard attends a minimum of two sessions per year
with the ESG Working Group (which is constituted by
a diverse cross-section of the workforce at a variety
of seniority levels), in order to seek the views of the
workforce on the strategy and performance of the
business, Company culture, and the operations of the
Board.
Following Richard’s retirement at the conclusion of
the upcoming AGM, Gervaise Slowey will assume
responsibilities as the Company’s DNED.
Investment in the workforce
The Company invests in its workforce in a number of
ways, including through training and development,
through an external coaching programme, and
healthcare and wellbeing 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 regularly reviewed by the
Remuneration Committee, and provides the context in
which decisions on Executive Director remuneration are
taken (see the Directors’ Remuneration Report).
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
98
ANNUAL REPORT FY23
CEO, Martin Davis.
MOLTENVENTURES.COM
99
GOVERNANCE REPORT 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:
Interim Chair
(independent on appointment)
Independent
(Non-Executive Directors)
Non-Independent
(Executive Directors)
Grahame Cook
Sarah Gentleman
Richard Pelly
Gervaise Slowey
Martin Davis
Stuart Chapman
Ben Wilkinson
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 clear 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.
Company Secretary
In part in connection with the Company’s move
from AIM to the Main Market of the London
Stock Exchange in July 2021, but also in
recognition of the growth of the business and
the need for internal governance support for
the developing corporate structure, the Board
approved the appointment of Gareth Faith as
Group Company Secretary with effect from
13 June 2022 (from 1 April 2022 until 12 June
Bernwood CoSec Limited provided advice
and services to the Board and its Committees).
All Directors 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.
Division of responsibilities
Governance framework
The structure of the Board and its Committees, including key responsibilities and reporting lines, is illustrated below:
Board
Responsible for setting the Group’s investment policy and strategy for delivering long-term value to Shareholders and other
stakeholders, providing effective challenge to management on the execution of strategy, and ensuring the Group maintains an
effective system of risk management and internal controls.
PLEASE SEE PAGE 18
FOR OUR STRATEGY
PLEASE SEE PAGES 82-90 FOR
PRINCIPAL RISKS AND UNCERTAINTIES
PLEASE SEE PAGE 30 FOR OUR
ACTIVITY IN THE YEAR
PLEASE SEE PAGE 79
FOR OUR S172 STATEMENT
Audit, Risk & Valuations
Committee
• Oversees the Group’s financial
reporting
• Monitors the integrity of internal
financial controls
• Reviews and confirms the
Remuneration Committee
Nomination Committee
• Develops Remuneration Policy for
Directors (subject to Shareholder
approval)
• Determines Executive Director
Remuneration
• Executive and Non-Executive
Director succession planning
•
Identifies and nominates
candidates to the Board
• Reviews composition of Board
independent and proper valuation of
underlying Group investments
• Approves annual bonus and LTIP
and Committees
performance measures
• Monitors compliance with Board
• Reviews and assesses risk
management systems
• Monitors pay and conditions across
Diversity Policy
the Group
• Leads Board evaluation process
PLEASE SEE PAGE 108 FOR AUDIT, RISK
& VALUATIONS COMMITTEE REPORT
PLEASE SEE PAGE 111 FOR DIRECTORS’
REMUNERATION REPORT
PLEASE SEE PAGE 104 FOR
NOMINATION COMMITTEE
REPORT
ESG Committee
(formed February 2022)
Policies & Procedures Committee
(first meeting held July 2022)
• Maintains and oversees the enaction of the Group’s ESG Policy
• Operationally focused Committee which reviews
• Reviews the effectiveness of ESG functions across the Group
• Supervises and supports the activities of the ESG Working
Group
• Approves and monitors ESG KPIs
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
PLEASE SEE PAGES 48 AND 49 OF THE SUSTAINABILITY REPORT
FOR A SUMMARY OF THE GROUP’S ESG ACTIVITIES DURING
THE PERIOD.
• Chaired by Group General Counsel with the Group’s
CFO, MLRO and Finance Director the other voting
members
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 led by Martin Davis (the Company CEO) and 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 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 28 TO 43 FOR OUR PORTFOLIO
100
ANNUAL REPORT FY23
MOLTENVENTURES.COM
101
GOVERNANCE REPORT Composition, succession and evaluation
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/or Shareholder
approval)
• Approval of individual investments in
excess of a threshold set by the Board
• Approval of specific risk management
policies (including insurance, hedging,
borrowing limits and corporate security)
• The management/launch of new
third-party funds
• New substantial commitments and contracts
not in the ordinary course of business
• Financial reporting
• Approval of annual business plans and
budgets
• Assessing significant risks and effectiveness
of controls
Responsibility for the day-to-day management
of the Group is delegated to the Executive
Directors, and other responsibilities are
delegated to the Board’s Committees in line
with established governance practice.
In order to ensure a clear division of
responsibilities between the Board, its
Committees, and the Executive Directors, there
is an established framework documenting the
responsibilities of each entity or individual. This
includes the schedule of matters reserved,
and the formal Terms of Reference of each
of the Board Committees, all of which 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.
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.
Board development
The Board receives updates on key areas of
the business and upcoming legislative or
regulatory changes, through the following:
• briefings within Board papers
• presentations from senior managers on
specific topics
• governance and regulatory updates
provided by the Company Secretary,
external Auditors and remuneration
consultants
• governance, 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.
Roles and responsibilities
There is a clear division of Executive and Non-Executive responsibilities, and the roles of the Chair and CEO are separately held; the separation
of their duties has been documented and approved by the Board. Key roles of individual Board members are summarised in the table below:
Interim Chair and Senior
Independent Director
Grahame Cook
The Chair’s primary role is to lead the Board and ensure its effective operation, promoting an open forum
for debate between Executive and Non-Executive Directors. The Chair also has a key role in ensuring
effective engagement with Shareholders and other stakeholders, and setting the Board’s agenda.
CEO
Martin Davis
CFO
Ben Wilkinson
The Senior Independent Director (SID) provides advice and additional support and experience to the
Chair, and where necessary performs an intermediary role for other Directors. The SID leads the annual
appraisal and review of the Chair’s performance, and is available to respond to Shareholder concerns
when contact through the normal channels may be inappropriate.
The CEO is responsible for developing the Group’s strategy for approval by the Board, for leading the
execution of the Group’s strategy and investment policy, and for implementing the decisions of the Board
and its Committees. The CEO is responsible for the day-to-day operations of the business, and ensuring
that the culture promoted by the Board is operated throughout the Group.
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.
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.
Non-Executive Directors
Grahame Cook
Sarah Gentleman
Richard Pelly
Gervaise Slowey
102
ANNUAL REPORT FY23
Board evaluation
The Board is conscious that the Code recommends that its performance evaluation process should
be externally facilitated at least every three years. Given that the composition of the Board and
Committees changed during the year with the resignation of Karen Slatford and the ongoing
recruitment process, it was agreed that the evaluation process which had been scheduled and
was to be conducted by Lintstock, should be postponed and instead an internal evaluation be
conducted.
The Interim Chair of the Board led the evaluation with assistance from the Company Secretary,
which was conducted by way of detailed questionnaires, individual meetings with Directors
and robust discussion at a Board meeting. The Audit, Risk and Valuations and Remuneration
Committees also evaluated their own performance following a similar process.
Progress against some of the key findings from the evaluation conducted in FY2022 (and reported
on in our FY2022 Annual Report) is summarised below:
Action
Progress
Continue to enhance the Board’s
focus on strategic matters
•
•
Incorporated deep-dives into strategic topics into
the Board’s annual activity schedule
Increased length of Board meetings to support
wider strategic debate
Incorporate Board skills matrix into
succession planning discussions for
future Board appointments
• Carried out two detailed Board skills analyses before
and after Ms Slatford’s resignation and identified
future Board skills requirements
• Considered output as part of wider discussion on
Board succession planning
Enhance focus on downside risk
planning
•
Incorporated downside risk analysis into regular
Board reporting via the CFO’s reports to the Board
The results of the FY2023 Board evaluation process were generally positive and Committee
evaluations indicated that they each continue to operate effectively. Development areas and
agreed actions included the following:
Key finding
Actions agreed
Corporate calendar and
communications
• Revise corporate calendar to remove long stretches
between meetings
• Consider additional informal meetings at agreed
intervals
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
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
MOLTENVENTURES.COM
103
GOVERNANCE REPORT Nomination committee report
Grahame Cook
Interim Chair of the
Nomination Committee
Interim Chair:
Grahame Cook
Other members:
Sarah Gentleman
Richard Pelly
Gervaise Slowey
Meetings held
in the year: Five
FY23 Key activities:
• Working with an
external recruitment
agency to identify
candidates for
appointment to the
Board
• Completion of skills
matrices to assist with
succession planning
• Executive Director
succession planning
• Reviewed Board
Diversity Policy
FY24 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
I am pleased to present the report of the Nomination
Committee (the “Committee”) for the year ended
31 March 2023.
Key responsibilities
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 page 103.
• Full Terms of Reference of the Committee can be
found on the Company’s website
Board and Committee
composition
The independence, tenure, and gender diversity of the
current Board is summarised in the charts on page 94.
The gender balance of the Board, senior management
team and their direct reports is set out on pages 73 and
74.
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 of Karen Slatford in January,
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. The Board will announce the outcome of the
recruitment process and any associated changes to
Directors’ roles and responsibilities in due course.
Executive succession planning discussions have
continued during the year, with particular consideration
around the pipeline of potential internal successors
to key Executive and senior management roles and
identifying areas where additional training or mentoring
may be required to support the development of
successors, and where external recruitment may
be required to fulfil succession requirements. 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 FY2024.
Director appointment process
The search and appointment process for new Directors is summarised in the chart below:
Stage 1 – 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.
Stage 2 - Identify and instruct an executive search
agency
Russell Reynolds Associates has been engaged to assist with the
process. Russell Reynolds Associates has no other connection with
the Company or individual Directors.
Stage 3 - Review shortlist
Russell Reynolds Associates produce a shortlist of potential
candidates.
Stage 4 - Interviews
First round interviews will be conducted by the Interim Chair
and CEO and preferred candidates to be interviewed by other
Directors.
Stage 5 - Nomination Committee interviews
Individuals identified as the preferred candidates meet separately
with the other members of the Nomination Committee and the
Board.
Recommendation
The Nomination Committee unanimously agrees to recommend to
the Board that the preferred candidates be appointed.
104
ANNUAL REPORT FY23
MOLTENVENTURES.COM
105
GOVERNANCE REPORT Nomination committee report CONTINUED
ESG 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 FY2023
Appointments to the Board to be made on merit, and assessed
objectively, fairly and impartially on the basis of relevant skills,
experience and competence with due regard to the benefits of
diversity and any diversity gaps across the Board.
No appointments were made during the year.
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 2022, with
no changes recommended given recent Board appointments.
Internal Board performance evaluation described in more detail on
page 103.
Work with external search firms to develop a diverse internal talent
pipeline, including an inclusive senior management team.
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.
Achieve female representation on the Board of not less than 25% by
2022, and not less than 40% by 2025.
At least one Director from a black, Asian, or other minority ethnic
background by 2023.
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. More details about this Policy and the work undertaken around
our D&I Vision and Mission Statements are set out on page 72. The work
to diversify senior management is ongoing.
Any search firms engaged are asked to agree to comply with the Board
Diversity Policy and Company DEI Recruitment Policy.
Female representation on the Board was 37.5% until the resignation of
Karen Slatford on 17 January 2023 and 28.5% thereafter and until the
date of this report.
Not progressed during FY2023. To be considered as part of Board
succession planning during FY2024 in accordance with Board D&I
Policy.
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 an anonymous questionnaire.
Number
of Board
members
Percentage of
the Board
5
2
71
29
Number
of Board
members
7
–
–
–
–
–
Percentage of
the Board
100
–
–
–
–
–
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
Executive
management
Percentage
of Executive
management
4
0
2
0
100
0
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
Executive
management
Percentage
of Executive
management
4
–
–
–
–
–
3
–
–
–
–
–
43
–
–
–
–
–
Men
Women
White British or other White (including minority-white groups)
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/ prefer not to say
Grahame Cook
Interim Chair of the Nomination Committee
14 June 2023
106
ANNUAL REPORT FY23
Gervaise Slowey
Chair of the ESG Committee
Chair:
Gervaise Slowey
Other members:
Ben Wilkinson
Meetings held in the year: Three
FY23 activities undertaken:
• Ongoing review and achievement of
our FY2023 ESG KPIs
• Review and oversight of the activities
of the ESG Working Group
• Review and approval of our
Groupwide Human Rights Policy
• Formulation of our Climate
Strategy and carbon management
programme
• Engagement of Accenture as our
external climate consultants
• Evaluation and expansion of current
Investment Team involvement and
integration of ESG in the investment
process
• Assessment of external disclosures
and review of industry best practice
• Development of our ESG KPIs for FY24
FY24 anticipated activities:
• Embed our Corporate Purpose into
the ESG Strategy to ensure holistic
integration
• Continue to review climate-related
risks and opportunities
• Review progress against Climate
Strategy and interim targets
• Appoint an additional Independent
Non-Executive Director to the
Committee, ensuring greater
independence
• Continued engagement with, and
oversight of, the ESG Working Group.
On behalf of the Board, I am pleased to
present the report of the ESG Committee (the
“Committee”) for the year ended
31 March 2023.
The ESG Committee was established in March
2022, with this being its first year of operation.
At Molten Ventures, our Purpose is to advance
society through technological innovation which
informs the work of the Committee and provides
a strategic framework for the direction in our
work. As responsible investors, our unique
influence allows us to define our future by funding
and championing innovative tech companies,
delivering robust financial returns alongside
strong ESG performance and best practice. ESG
reporting remains relatively nascent in the VC
industry, and Molten Ventures aims to overcome
any misconceptions as we lead the way on
developing this agenda. Our ESG Policy, originally
adopted in 2019, sets out our approach, values
and standards, and is adopted at a Groupwide
level to provide long-term thinking around the
evolution of our ESG agenda.
As part of our commitment to strong ESG
credentials at a company and portfolio level,
the ESG Committee was set up to oversee and
provide strategic direction to the ESG initiatives
and activities being undertaken at Molten
Ventures. These are managed by our ESG Lead
and supported by the multi-disciplinary ESG
Working Group which meets no fewer than six
times a year. The ESG Committee enables Board
oversight of Molten Ventures’s responsible
investment activities, and oversees the work
towards achieving our ESG KPIs (details of which
can be found on pages 46 and 47).
During the period, the Committee held three
meetings to review progress on our FY2023 ESG
KPIs; updates from our ESG Working Group;
and the Company’s management of climate-
related risks and opportunities as identified in our
FY2022 TCFD Report. The Committee formally
considered and approved our Groupwide
Human Rights Policy which was published in
September 2022. The ESG Committee reviewed,
and updated the following policies where
appropriate:
• Groupwide Responsible Investment &
Sustainability Policy (ESG Policy)
• Diversity, Equality and Inclusion Recruitment
Policy
• Board Diversity & Inclusion Policy
• Groupwide Diversity, Equality, Inclusion and
Equal Opportunities Policy
More detail on Molten Venture’s ESG activities
throughout the period, as well as progress
against our ESG KPIs and proposed FY2024
KPIs (for the year ahead) are located within the
Sustainability Section.
We have made good progress in FY23 and
I would like to thank my colleagues on the
Committee and in the Executive Team for
their work in the past year. That said, we have
much more to do and I look forward to further
strengthening our ESG performance in FY24.
I welcome any input or feedback on the work of
the ESG Committee from our Shareholders and
can be contacted at esg@molten.vc.
Gervaise Slowey
Chair of the ESG Committee
14 June 2023
MOLTENVENTURES.COM
107
GOVERNANCE REPORT Audit, risk and valuations committee report
Grahame Cook
Chair of the Audit, Risk and
Valuations Committee
Chair:
Grahame Cook
Other members:
Sarah Gentleman
Richard Pelly
Gervaise Slowey
Meetings held
in the year: Six
FY23 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
FY24 Key priorities:
• Monitor audit
and corporate
governance
reforms
• Monitor progress
on FPPP actions
identified in the
Main Market move
process
I am pleased to present the report of the Audit, Risk and
Valuations Committee (the “Committee”) for the year
ended 31 March 2023.
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 110. 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 2023. It is also worth noting that if reappointed for
FY24, a new audit partner will succeed Richard McGuire,
having completed five consecutive annual audits. The
Committee will monitor the transition to a new partner
closely, and also thanks Richard for his time as our audit
engagement partner.
The Committee has evaluated its own performance
during the year by way of questionnaires completed by
each member of the Committee and regular attendees.
The 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.
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
• monitoring progress against FPPP actions identified at the time
of the Main Market move in 2021, covering financial controls and
governance
• assessment of the need for an internal audit function
The Committee met formally six times during the year and going forward
will continue to meet at least four times per year at appropriate times in
the reporting, valuations and audit cycle and otherwise as required. In
addition to the Committee members, the CFO attends all meetings of
the Committee, and the other Executive Directors as well as the 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 94.
Significant issues considered in relation
to the financial statements
Significant issues and accounting judgements are identified by the
Finance Team and the external audit process and then reviewed by the
Audit, Risk and Valuations Committee. The significant issues considered
by the Audit, Risk and Valuations Committee in respect of the year ended
31 March 2023 are set out below:
Significant issue/
accounting
judgement
identified
Fair value of investments
in unlisted securities
Going concern
How it was addressed
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 2023 in respect of
these unlisted securities.
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.
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.
During the year, the Committee also monitored progress against actions
identified in the FPPP memorandum, which were mainly focused on IT
processes. The CFO led this project and during the year selected a new
IT services company, as well as overseeing the effective implementation
of IT infrastructure improvements and new software packages.
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. However, the position will be
kept under review on an ongoing basis, and the Committee has asked
management to consider options for internal audit resource which could
be implemented as and when required.
108
ANNUAL REPORT FY23
MOLTENVENTURES.COM
109
GOVERNANCE REPORT Audit, risk and valuations committee report CONTINUED
Directors’ remuneration report
Fair, balanced and
understandable review
At the request of the Board, the Committee
has considered whether, in its opinion, the
FY23 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 FY23 Annual Report and
Financial Statements are fair, balanced, and
understandable.
Grahame Cook
Chair of the Audit, Risk and Valuations
Committee
14 June 2023
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 will rotate off the Group’s audit and
the audit of the year ending 31 March 2024 will
be 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 2023 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 FY22 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 members of the Committee
involved in the audit expressed their views on
the effectiveness of the process.
Overall, feedback on the audit was positive
and it was agreed that PwC had demonstrated
robust challenge and professional scepticism
and technical expertise around technical
accounting matters and the presentation of
disclosures.
Non-audit fees
The Committee is satisfied that the Company
was compliant during the year with both the
UK Corporate Governance Code and the FRC’s
Ethical and Auditing Standards in respect of the
scope and maximum permitted level of fees
incurred for non-audit services provided by
PwC. The Committee has established a policy
for engaging the external 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 2023 PwC
completed permitted non-audit services
relating to the interim review and Client Assets
Sourcebook (CASS) assurance work, 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.
Sarah Gentleman
Chair of the Remuneration Committee
Chair:
Sarah Gentleman
Other members:
Grahame Cook
Richard Pelly
Gervaise Slowey
Meetings held
in the year: Four
FY23 Key activities:
• Completed a Shareholder
consultation on the
application of the
Remuneration Policy
• Agreed new pay-out
thresholds for the annual
bonus and LTIP
• Reviewed remuneration
across the Company in
consideration of the rising
cost of living
• Appointed new adviser to
the Committee
FY24 Key priorities:
• Ensure pay is aligned with
Company performance, to
attract and retain the key
talent it requires to deliver
on its goals
• Monitor the
implementation of the
remuneration policy and
ensure it is aligned with
corporate governance
developments
Annual Statement by the Remuneration Committee Chair
Dear Shareholders,
On behalf of the Remuneration Committee, I am
pleased to present the Directors’ Remuneration
Report for the year ended 31 March 2023.
2022 AGM voting
As our Shareholders will recall, we put our first
Directors’ Remuneration Policy (“Policy”) to vote at
the Annual General Meeting (“AGM”) in August 2022,
following our move from AIM to the Main Market
in July 2021. Reflecting the shift from AIM to the
Main Market, a number of changes were made to
the Policy to bring it more in line with Shareholder
expectations (including replacing the legacy carried
interest scheme, a standard long-term incentive
vehicle in alternative asset management, with a
traditional performance-based long-term incentive
plan for Executive Directors) and to incorporate
a number of best practice features (including a
holding period on LTIP awards and post cessation
shareholding requirements).
The Committee, led by the previous Chair, engaged
extensively with Shareholders as the Policy was
developed and in the lead-up to the AGM.
Although Shareholders were generally supportive
of the Policy in consultation, we were disappointed
that a significant minority of Shareholders felt that
they could not support the remuneration-related
resolutions, with 79.9% of Shareholders voting in
support of our Policy and 79.4% voting in support
of the implementation of our Policy (as set out in last
year’s Directors’ Remuneration Report).
Molten Ventures maintains a regular dialogue with
Shareholders, and having reviewed the feedback
received from Shareholders and the proxy advisers
immediately prior to the AGM, the Committee
identified that the key area of Shareholder concern
was in relation to our approach to setting targets
under the variable incentive schemes.
Since the AGM, I have written to Shareholders that
represent approximately 80% of our issued share
capital and to the major proxy advisory bodies
to outline our proposed approach to Executive
remuneration going forward. In light of the feedback
received and in order to align with best practice
guidance, the Committee is proposing to make the
following changes to the implementation of our
Policy for the financial year ending 31 March 2024:
• Reduce the level of pay-out for threshold and
target performance under the annual bonus
to 20% and 50% of maximum opportunity
respectively.
• Reduce 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.
We received responses from around 46% of our
Shareholders in consultation and Shareholders
that responded were supportive of our proposals.
The Remuneration Committee would like to thank
Shareholders that took part in the engagement
process and values the feedback it has gained.
110
ANNUAL REPORT FY23
MOLTENVENTURES.COM
111
GOVERNANCE REPORT Directors’ remuneration report CONTINUED
Business performance in FY23
As set out earlier in the Annual Report, the last year has presented hugely
challenging market conditions for technology companies worldwide,
across both public and private markets, and Molten Ventures has
not been immune from these pressures. Despite what has been a
challenging 12 months for the technology industry, the Board has been
impressed by the Executive Directors and the wider team and its ability
to adapt, enabling Molten Ventures to invest in and support Europe’s
best technology entrepreneurs.
In terms of performance, reflecting on the challenging macroeconomic
environment, we reported a decrease in gross portfolio fair value of
16%, generated £48 million of cash proceeds from realisations and total
deployment was £138 million for the full financial year. The year was
nonetheless a productive year for Molten Ventures as we continued
to make strategic progress in line with our ambition of making Molten
Ventures the investor of choice for UK and European founders looking
for ways to invent the future. This year strong progress has also been
made in developing our ESG capabilities and meeting the challenging
goals we have set ourselves in our ESG roadmap, with key achievements
sets out in the ESG Committee Report.
While it is disappointing to report a decline in valuations for FY23, our
long-held and consistent approach to valuing our portfolio companies
across the cycle has enabled Molten Ventures to demonstrate relative
resilience in our FY23 results. We therefore continue to remain confident
in the overall strength of our portfolio and our ability to identify strong
opportunities going forward.
FY23 Bonus outturn
As a result of the macroeconomic environment and financial
performance being below expected levels, the targets for the Executive
Directors’ FY23 bonus have only partially been met. Based on the
performance scorecard, which includes four different performance
categories (60% Fair Value Growth, 20% Capital Resources, 10% Number
of Deals and 10% ESG), the Committee approved a bonus of 38.1% of
maximum opportunity. Full details of achievement against targets is set
out on page 118.
FY21 LTIP outturn
The three-year performance of the Group has delivered Absolute TSR
of £2.74; Group Realisations of £380 million and New Third-Party AUM of
£412 million. This has resulted in a pay-out under the FY2021 long-term
incentive award of 60% of maximum. A two-year holding period will
apply to the award to the Executive Directors following vesting.
Full details of achievement against targets is set out on page 120.
When determining incentive outcomes, the Remuneration Committee
considered the Company’s performance and the Executive Directors’
leadership during what was a very challenging period for the Group.
The Committee noted that, overall, underlying business performance
and revenue growth of our portfolio companies has been strong
despite the macroeconomic headwinds, and determined that the
incentive outcomes were appropriate. In reaching this decision, the
Committee considered both the formulaic outcomes as well as a more
holistic assessment of performance, including overall Company and ESG
performance and the wider stakeholder experience.
FY24 decisions
Salaries
Given the broader economic context and inflationary and cost of living
pressures for our employees, we targeted salary increases to our lower
paid people this year. All our employees (excluding Executive Directors)
received a base pay increase of 7% and we made one-off payments
of £2,000 to all employees on salaries less than £100,000 to support
them through these challenging times. Following an organisation-wide
pay review, a significant number of employees also received one-off
pay adjustments to ensure we can continue to attract and retain the
highest calibre of talent. Overall, reflecting the decisions noted above,
the average salary increase across the organisation, excluding Executive
Directors was 11%.
The Remuneration Committee approved a pay increase of 4% of base
salaries for the Executive Directors, significantly below the increases
agreed for our wider workforce.
Annual bonus
The maximum bonus opportunity will remain at 200% of salary for the
Executive Directors, in line with the Policy. As set out above, for FY24
the annual bonus will pay-out at 20% of maximum opportunity for
threshold performance and at 50% of maximum opportunity for target
performance.
Performance measures for FY24 are set out on page 126 and have been
selected to reflect our key priorities for the year ahead.
Long-term incentive plan
LTIP awards will be made to the Executive Directors in FY24 with no
changes to the award sizes or performance measures. The award levels
for all participants, including the Executive Directors, continue to reflect
the exceptional level of performance required for full vesting, including
upper decile relative TSR perfomance against the FTSE 250. In response
to feedback from our Shareholders and the major proxy bodies,
the pay-out level for threshold performance under the Assets under
Management measure will reduce to 25% of maximum opportunity. LTIP
awards to Executive Directors will vest three years from grant and be
subject to a two-year holding period.
The Committee debated at length whether the proposed award levels
were appropriate reflecting on the change in share price of Molten
Ventures since the 2022 LTIP grant. While the Committee is mindful of
external guidance on windfall gains, the Committee agreed that at this
stage it would not be appropriate to adjust award levels, but it would
instead retain the discretion to review the vesting outcome where it
considers that it is not representative of business performance.
Summary
I would like to take this opportunity to thank our Shareholders for their
engagement with us this year as we have developed our approach to
remuneration, taking into account their valuable insight and feedback.
We will continue this open dialogue with our Shareholders as the
Committee reviews the current Policy over the coming 12-24 months to
ensure it continues to be the right strategic fit for the Group.
This year, the Remuneration Committee has again sought to take a
simple and responsible approach to Executive pay, and I look forward to
receiving your support at the 2023 AGM.
Sarah Gentleman
Chair of the Remuneration Committee
14 June 2023
Remuneration policy
1.1. Introduction
A summary of the Directors’ Remuneration Policy (the “Policy”) approved by Shareholders at the AGM held on 3 August 2022 is set out below. The Policy
is intended to apply for a period of three years from that date unless a new Policy is approved by the Company’s Shareholders, prior to the end of that
period. The policy is based on the information that was disclosed to Shareholders in the Prospectus issued when the Company moved to the Main
Market in July 2021. The full Policy can be found in the 2022 Annual Report, accessible on the Company’s website.
The Company’s remuneration strategy is to provide pay packages that attract, retain and motivate high-calibre talent to help ensure its continued
growth and success. It aims to: encourage and support a high performance culture of reward for achievement of the Group’s corporate strategy
and delivery of sustainable growth; and align the interests of the Executive Directors, senior management and employees to the long-term interests
of Shareholders, while ensuring that remuneration and incentives adhere to the principles of good corporate governance and support good risk
management practice and sustainable Company performance, grounded in the principles of ESG and responsible investment.
The Committee is governed by Terms of Reference which set out the roles and responsibilities of Committee members and detail how the Committee
will operate. These are reviewed periodically to ensure they remain appropriate and include relevant corporate governance and other guidance. A
copy of the Terms of Reference is available from the Company’s website - investors.moltenventures.com.
The Committee operates discretion with respect to vesting and other outcomes that affect the actual level of reward payable to individuals, as
explained in the Remuneration Policy table summary. Such discretion would only be used in exceptional circumstances and, if exercised, disclosed at
the latest in the report on implementation of the Policy (i.e. the annual remuneration report) for the year in question.
The Committee has appointed independent external advisers to receive material independent assistance and advice. In addition, to avoid any conflicts
of interest or appearance thereof, no Director is involved in deciding their own remuneration outcome with such items being discussed without their
presence in the meeting.
1.2. Remuneration Policy table summary
Purpose and
link to strategy
Base salary
To provide
competitive fixed
remuneration.
To attract, retain and
motivate Executive
Directors of the
calibre required
to deliver the
Company’s strategy.
Benefits and pension
To provide market
competitive levels of
employment benefits.
Operation
Maximum opportunity
Performance targets
Not applicable
When considering salary
increases for the Executive
Directors in their current roles,
the Committee considers the
general level of salary increase
across the Group and in the
relevant external market.
Not applicable
The benefits package is
set at a level which the
Remuneration Committee
considers provides an
appropriate level of benefits
for the role and is appropriate
in the context of the benefits
offered to the wider workforce
or to comparable roles in
companies of a similar size and
complexity.
The base salaries for Executive Directors and
senior management will depend on their
experience and the scope of their role as
well as having regard to practices at peer
companies of equivalent size and complexity.
In considering the base salary (and other
elements of remuneration) of Executive
Directors and senior management, due
regard will be taken of the pay and
conditions of the workforce generally.
Base salaries will typically be reviewed on an
annual basis.
The Executive Directors are eligible to
receive contributions to a pension plan and/
or a cash supplement in lieu of pension
contributions (equal to 15% of basic salary)
as each Executive Director may direct. The
contribution rate for Executive Directors is
the same as the rate provided to the wider
workforce.
The Executive Directors will be able to
participate in the same benefits as available
to other UK employees, including but not
limited to life insurance, private health
insurance and income protection insurance.
Each Executive Director is entitled to
reimbursement of reasonable expenses
incurred in the performance of such
Executive Director’s duties in accordance with
the Company’s Travel & Entertainment Policy.
112
ANNUAL REPORT FY23
MOLTENVENTURES.COM
113
GOVERNANCE REPORT Directors’ remuneration report CONTINUED
Operation
Maximum opportunity
Performance targets
Purpose and
link to strategy
Annual bonus
Rewarding the year-
on-year achievement
of demanding annual
performance metrics.
Performance measures, weightings and
targets are reviewed annually by the
Committee and may be changed from time
to time.
Appropriately stretching targets are set by
reference to the operating plan and historical
and projected performance for the Company
and its sector.
Any bonus awarded to an Executive Director
in excess of 100% of basic salary earned
will be deferred in ordinary shares under
the Deferred Bonus Plan (“DBP”) for two
years. Participants may receive an additional
payment (in cash or shares) equal to the
dividends which would have been paid
during the deferral period on the number of
shares that vest.
Malus and clawback provisions apply.
The maximum bonus
opportunity is 200% of salary.
Target bonus opportunity will
be no greater than 60% of
the maximum annual bonus.
Threshold bonus opportunity
will be no greater than 40% of
the maximum annual bonus.
The target and maximum
pay-outs will be specified by
the Committee at the date of
award and disclosed in the
Annual Report.
Long-term incentive plan
To balance
performance
pay between the
achievement of
financial performance
objectives and
delivering superior
long-term returns to
our Shareholders.
In accordance with the rules of the LTIP,
annual awards are made over Shares in the
Company with vesting dependent on the
achievement of stretching performance
conditions over a three-year period.
A two-year holding period will apply to
Executives at the end of each relevant
performance period.
The maximum value of annual
awards made under the plan
was set at 250% of salary
for each of the Executive
Directors, with any awards
above 200% of salary only
being made for exceptional
performance.
The performance conditions will be
reviewed annually by the Committee for
each new award. Targets take into account
the internal strategic plan and external market
expectations for the Company and the sector
to ensure that such targets remain stretching
yet achievable. The targets may change from
time to time.
Participants may receive an additional
payment (or ordinary shares of equivalent
value) equal to the dividends which would
have been paid during the vesting period on
the number of ordinary shares that vest. Any
dividend equivalent payable to Executive
Directors will be made in the same form as
applicable for other participants.
Malus and clawback provisions apply.
The award of any bonus is
discretionary and subject to the
achievement of challenging
performance conditions, which
will be set by the Committee and
are expected to be linked to the
Company’s financial performance.
Performance measures will also
include an element linked to ESG
measures.
Annual incentive plan awards
are normally based 60%-100%
on financial measures which may
include, but are not limited to,
measures of fair value growth and
capital; and 0%-40% on strategic or
ESG measures or other objectives
aligned to Company strategy. The
Committee may amend the targets
and their weightings from time to
time.
LTIP awards are normally based
on financial measures which may
include, but are not limited to,
relative total Shareholder return
(TSR) compared to the FTSE 250 -
with a normal weighting between
50%-100%; and Assets under
Management (AUM) with a normal
weighting between 0%-50%.
The Committee can adjust the
weighting of the performance
conditions, and, if considered
appropriate, may introduce alternate
performance conditions from time
to time aligned to the Company’s
strategy, or remove a performance
condition set out above.
No more than 50% of the awards
will vest for achieving threshold
performance, increasing to 100%
vesting for achievement of stretching
performance targets.
Purpose and
link to strategy
Operation
Share ownership guidelines
To provide long-term
alignment between
Executive Directors
and Shareholders.
Executive Directors are encouraged to build
and maintain over time a shareholding in the
Company.
To the extent the shareholding guideline has
not been reached by the relevant vesting
dates, the Executive Directors have agreed
to retain 50% of the Shares that may be
delivered to each of them pursuant to the
LTIP and the DBP (save to permit the sale of
such number of Shares as may be required to
meet any tax liability arising on the vesting of
such awards).
Non-Executive Director fees
To attract and retain
Non-Executive
Directors of a high
calibre with relevant
commercial and other
experience.
Non-Executive Directors receive a basic
annual fee in respect of their Board duties.
Additional fees may be paid to Committee
Chairs and the Senior Independent Director
to reflect the additional responsibilities
associated to such roles. The Chair receives a
fixed annual fee.
Fees are typically reviewed annually,
taking into account the time commitment
requirements and responsibility of the
individual roles, and after reviewing practice
in other comparable companies.
The fee paid to the Chair is determined by
the Remuneration Committee, while the
fees for other Non-Executive Directors are
determined by the Board as a whole.
Each Non-Executive Director is entitled to
reimbursement of reasonable expenses
incurred in the performance of such Non-
Executive Director’s duties.
Maximum opportunity
Performance targets
Not applicable
Not applicable
Each Executive Director
is expected to achieve a
shareholding with a value of
equivalent to at least 250% of
annual basic salary.
The share ownership
requirements will remain
in place until the second
anniversary of termination of
employment of any Executive
Director and will apply to
the lower of 250% of such
Executive Director’s basic
salary or the number of Shares
held by the Executive Director
at the date of termination of
employment.
For the Non-Executive
Directors, there is no
prescribed maximum annual
increase.
The maximum cap for the total
aggregate remuneration paid
to the Chair of the Company
and the Non-Executive
Directors is set out within the
Company’s Articles.
Actual fee levels are disclosed
in the Annual Remuneration
Report for the relevant
financial year.
Performance measures and targets
Measures used under the Annual Bonus and LTIP are selected annually to reflect the Group’s main short, mid and long-term objectives and reflect
both financial and non-financial priorities, including ESG. The Committee selected the performance conditions above because they are central to the
Company’s strategy and are the key metrics used by the Executive Directors to oversee the operation of the business.
Further details of the performance measures under the annual incentive plan for the year ended 31 March 2023 as well as targets under the long-
term incentive plan for awards made in 2022, and how they are aligned with Company strategy and the creation of Shareholder value, are set out
in the annual report on remuneration, on pages 117-120. Annual incentive targets will be disclosed retrospectively in next year’s annual report on
remuneration. Performance targets are set to be stretching yet achievable, and take into account the Company’s strategic priorities and business
environment. The Committee sets targets based on a range of reference points including the Company strategy and broker forecasts for both the
Company and the market.
114
ANNUAL REPORT FY23
MOLTENVENTURES.COM
115
GOVERNANCE REPORT Directors’ remuneration report CONTINUED
Remuneration policy for other employees
The reward package for the wider employee group is based on the principle that it should enable the Company to attract and retain the best
talent, rewarding employees for their contribution to Company performance. It is driven by local market practice as well as level of seniority and
accountability of each role. With the exception of the carried interest scheme (which the Executive Directors are no longer eligible to participate in),
there is broad alignment in the pay structures for Executives and the wider workforce, in the way that remuneration principles are followed as well as
the mechanics of the salary review process and incentive plan design, which are broadly consistent throughout the organisation. Pension contribution
rates are also consistent for all employees. Employees below Board level may be eligible to participate in an annual bonus arrangement which has a
similar structure to that used for the Executives with award quantum reflective of seniority level and carry scheme participation. Long-term incentive
awards and/or discretionary share options may be awarded to certain other employees, for which the maximum opportunity and the performance
conditions may vary by organisational level. The Group also offers a range of benefits that are open to all employees.
Statement of consideration of employment conditions elsewhere in the Company
The Committee has responsibility for reviewing remuneration and related policies applicable to the wider workforce. To support this, the Committee
is periodically briefed on the structure and quantum of all-employee remuneration as well as being informed about the context, challenges and
opportunities related to wider workforce remuneration topics. This enables the Committee to take the wider workforce into account when setting the
policy for Executive remuneration. While there is no direct consultation with employees on Executive Director remuneration, the Committee receives
insights from the broader employee population via the DNED for employee engagement. Further, when considering salary increases for the Executive
Directors, the Committee considers the general level of salary increase across the Group and in the external market.
Recovery provisions and Committee discretion
The Remuneration Committee may exercise its discretion to adjust annual bonus outcomes or levels of vesting under the LTIP where it believes that it is
appropriate, including (but not limited to) where outcomes are not reflective of the underlying performance of the business or the experience of the
Company’s Shareholders, employees or other stakeholders. The Remuneration Committee may exercise malus on unvested awards and may also claw
back bonus payments or vested share awards up to three years from the date of payment/vesting (in part or in full) in the event of gross misconduct,
material misstatement in the Company’s annual financial statements, material failure of risk management, serious reputational damage to a member
of the Group or relevant business unit, the insolvency of the Group and/or an error in the calculation of any performance conditions resulting in an
overpayment or excess vesting.
Service Agreements and Letters of Appointment
Each of the Executive Directors’ service agreements is for a rolling term and may be terminated by the Company or the Executive Director by giving six
months’ notice.
The Remuneration Committee’s policy for setting notice periods is that a six-month period will apply for Executive Directors. The Remuneration
Committee may in exceptional circumstances arising on recruitment allow a longer period, which would in any event reduce to six months following
the first year of employment.
Name
Martin Davis
Stuart Chapman
Ben Wilkinson
Position
CEO
Director
CFO
Date of current service agreement
Notice period by
Company (months)
Notice period by
Director (months)
19 July 2021
19 July 2021
19 July 2021
6
6
6
6
6
6
The Non-Executive Directors of the Company do not have service contracts and are appointed by letters of appointment. Their terms are subject
to their re-election by the Company’s Shareholders at any AGM at which the Non-Executive Directors stand for re-election (in accordance with the
Company’s Articles of Association). The details of each Non-Executive Director’s current terms are set out below:
Name
Grahame Cook
Sarah Gentleman
Richard Pelly
Gervaise Slowey
Date of appointment
Commencement date of current term
Unexpired term as at 14 June 2023
15 June 2016
19 July 2021
8 September 2021
8 September 2021
15 June 2016
19 July 2021
19 July 2021
19 July 2021
Continuation of appointment
is subject to re-election by
Shareholders at each AGM.
Annual report on remuneration
The Annual Remuneration Report sets out how the Directors’ Remuneration Policy was put into practice during the year and how we intend to apply
the proposed policy in the year ending 31 March 2024. It is divided into three sections:
• Section 1: Single Figure Tables
• Section 2: Further information on remuneration for the year ended 31 March 2023
• Section 3: Implementation of the Remuneration Policy in the year ending 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 2023 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 2022 to 31 March 2023 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 2023:
£’000s
Year
Executive Directors
Martin
Davis
Stuart
Chapman
Ben
Wilkinson
FY23
FY22
FY23
FY22
FY23
FY22
Non-Executive Chair
Karen
Slatford6
FY23
FY22
Non-Executive Directors
Grahame
Cook6
Richard
Pelly
Gervaise
Slowey7
Sarah
Gentleman8
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
Basic
salary/
fees1
All
taxable
benefits2
Annual bonus3
Cash Deferred
Long-
term
incentive4
Pension-
related
benefits
Total fixed
remuneration
Total variable
remuneration
Total
remuneration
497
483
342
332
335
325
100
120
95
90
60
60
60
41
70
39
8
9
6
5
5
4
–
–
–
–
–
–
–
–
–
–
379
483
261
332
255
325
–
–
–
–
–
–
–
–
–
–
–
483
–
332
–
325
–
–
–
–
–
–
–
–
–
–
203
–
140
1,311
132
1,311
–
–
–
–
–
–
–
–
–
–
75
72
51
50
50
49
–
–
–
–
–
–
–
–
–
–
580
564
399
387
390
378
100
120
95
90
60
60
60
41
70
39
582
966
401
1,975
387
1,961
–
–
–
–
–
–
–
–
–
–
1,162
1,530
800
2,362
777
2,339
100
120
95
90
60
60
60
41
70
39
Carried
interest
(legacy
awards)5
–
–
1,119
2,334
110
230
–
–
–
–
–
–
–
–
–
–
Total
1,162
1,530
1,919
4,696
887
2,569
100
120
95
90
60
60
60
41
70
39
1
The salaries of Executives were set to £497k for Martin Davis, £342k for Stuart Chapman and £335k for Ben Wilkinson with effect from 1 April 2022. The Remuneration Committee approved a pay
increase of 4.0% of base salary for the Executive Directors, effective from 1 April 2023.
2 Benefits include private medical and critical illness cover.
3 Details of the bonus targets, their levels of achievement and the resulting level of award and deferrals of this bonus are detailed on pages 118-120. For FY22 50% of the bonus amount is deferred in
shares of the Company for each Executive Director. 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).
4 Values for the year ended 31 March 2023 relate to the vesting of options granted under the FY2021 Long Term Incentive Plan which were subject to the performance conditions listed on page 120.
Values for the vesting of the FY2021 award are calculated by reference to the number of shares vested multiplied by the average market value of the shares vesting in the last quarter of the financial
year, which was £3.61. No value of the FY2021 award is attributable to share price appreciation. Values for the year ended 31 March 2022 relate to the vesting of options granted under the Company
Share Option Plan (CSOP) in 2018 and 2019 (July 2018 and February 2019) which were subject to a performance condition of an 8% per annum share price hurdle, and the grant of options under the
CSOP to Stuart Chapman and Ben Wilkinson on 26 July 2021 with a face value of £15,000 each. Values for the vesting of the 2018 and 2019 CSOP awards are calculated by reference to the number of
shares vesting multiplied by the market value of shares on the vesting date (30 July 2021 - £10.02, February 2022 - £7.47) less the exercise price (30 July 2018 - £4.92 per share, 12 February 2019 - £5.30
per share). CSOP options that vested in FY2023 were not subject to performance conditions, had a nil intrinsic value at grant and are therefore not required to be disclosed in the single figure table.
Details of these options can be found in the table of Executive Directors’ share plan interest movements during FY2023 on page 123.
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 120.
5
6 Grahame Cook assumed responsibility as interim Chair from Jan-Mar 2022 in FY22, Apr-May 2022 in FY23 and following the resignation of Karen Slatford on 17 January 2023. These additional fees
were approved for this period as remuneration for these responsibilities.
7 Gervaise Slowey was appointed on 19 July 2021. The single figure includes remuneration since this appointment. This is converted from Euros at the year-end exchange rate of 1:1.1816 (2022: 1.738).
8
Sarah Gentleman was appointed on 8 September 2021. The single figure includes remuneration since this appointment.
116
ANNUAL REPORT FY23
MOLTENVENTURES.COM
117
GOVERNANCE REPORT Directors’ remuneration report CONTINUED
Commentary on Single Figure Table (audited)
Incentive outcomes for FY23
Annual bonus
The FY23 annual bonus for Executive Directors was assessed against performance conditions approved by the Committee. Bonuses are split across
four metrics, of which 90% are for corporate and financial measures, and 10% are for performance against ESG objectives. The Committee considers
the overall bonus outcome as determined by performance against the agreed measures to ensure that the bonus level is appropriate given the
Company’s performance 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 maximum bonus opportunity for FY23 was 200% of salary for each of the Executive Directors.
Corporate targets
Performance against the financial and strategic measures is set out below:
Performance targets1
Weighting
Threshold
(40% vesting)
On target
(60% vesting)
Maximum
(100% vesting)
60%
20%
10%
7.5%
£60m
6
15%
£120m
10
20%
£150m
12
Actual
-17%
£143m
15
% vesting
0%
90.7%
100%
100%
% of max
bonus
opportunity
0%
18.1%
10%
28.1%
Metric
Fair Value Growth2
Capital resources3
Number of deals4
Total
Notes:
1 Each of the Corporate performance conditions is subject to a straight-line payment scale between threshold, on-target and full vesting points.
2
Fair Value Growth: This is the opening gross value of the portfolio (GPV), plus investments, less any cash from realisations, plus fair value growth which gives the year-end Gross Portfolio Value.
The percentage changes from the opening GPV to the closing GPV is the fair value growth figure for the performance measure.
3 Capital resources includes capital raised and committed via third-party funds, capital raised via EIS and VCT entities for the tax year April 2022 to April 2023, capital raised via realisations and additional
capital raised from Shareholders via equity raises.
4 Number of deals is the number of investment transactions signed/completed by the Company between 1 April 2022 and 31 March 2023. 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.
ESG measures:
The ESG measures agreed by the Committee for FY23 were intended to further develop the Company’s ESG capability and progress towards more
quantitative measures compared to FY22, which was a transitional year for the Company and focused on qualitative measures. The measures, and the
Committee’s assessment of the Executive Directors’ performance against them, is summarised in the table below.
More detail on our performance is included in the Sustainability section on pages 46 and 47.
% of max
bonus
opportunity
Status %
100
FY23
ESG KPI
Completion update
Develop and formalise the Company’s
Corporate Purpose to articulate our core
reason for being, in alignment with the
Group’s ESG Policy.
• Completed with Board approval and
communicated to the wider team in April 2023.
Overarching
Track and report on the metrics used
by the Company to evaluate potential
investments in alignment with the
Company’s ESG Policy.
Deliver two portfolio engagement
events focussed on ESG-related risks and
opportunities.
• Our ESG Framework is completed as part of Due
Diligence and on an ongoing basis has been
completed by 78% of directly held portfolio
companies, with key highlights presented on
page 55.
• FairHQ delivered event on D&I in the recruitment
process in February 2023.
• Gowling WLG delivered event focused on best
practice in governance in March 2023.
FY23
ESG KPI
Completion update
% of max
bonus
opportunity
Status %
Implement a Climate Strategy which
defines the Group’s GHG reduction
targets, KPIs and roadmap to net zero.
Environment
Engage with the management teams of
at least 50% of direct primary investments
during the period to establish their Scope
1 and 2 GHG emissions and assist with
GHG reduction plans, footprint analysis
and offsetting schemes up to a level of
£10,000 per portfolio company.
• Formal engagement with Accenture began
in February 2023 on the development of our
Climate Strategy which is presented in this Annual
Report on pages 59-62. This Strategy is inclusive
of Scope 1 and 2 reduction targets and portfolio
engagement targets in alignment with best
practice.
• Engagement has taken place with 100% of new
investment management teams on the financial
support we offer towards GHG measurement,
management, and offsetting and 63% have since
utilised this opportunity.
Increase accuracy of Scope 3
measurements (upstream and
downstream) to report against the SECR
and TCFD frameworks.
• We have engaged with carbon emissions
management specialists at our new partners,
Altruistiq and Accenture. SECR and TCFD are
presented in the Annual Report on pages 63 to 71.
Undertake the Company’s first CDP
Climate Change disclosure.
• We submitted our disclosure in July 2022 for the
full version of the Climate Change Questionnaire.
Develop the Group’s D&I Recruitment
Policy to track and report on D&I-related
metrics through the hiring process.
• This policy is in place and HR has been tracking
key D&I metrics of new hires and active
recruitment during the period.
Achieve implementation by 80-100% of
directly held portfolio companies of a (i)
Parental Policy and (ii) Health & Wellbeing
Policy.
Social
Establish, track and report portfolio
progress across a range of core D&I
targets.
• Parental Policy – confirmed implementation by
84% of directly held portfolio companies.
• Health & Wellbeing Policy – confirmed
implementation by 81% of directly held portfolio
companies.
• The ESG Framework requests gender and
ethnicity data across the Board, senior
management/leadership and total workforce. This
has been completed by 45 portfolio companies.
Develop and publish a Group Human
Rights Policy.
• Policy has been developed, received Board
approval on 27 September 2022 and has been
published on the website.
100
100
100
100
100
100
100
100
100
10%
100
10%
Governance
Achieve implementation by 80-100% of
directly held portfolio companies of a (i)
Cyber Security Policy, (ii) Anti-Bribery and
Anti-Corruption Policy, (iii) Whistleblowing
Policy, and (iv) Anti-Harassment Policy.
100
• Cyber Security Policy – confirmed implementation
by 84% of directly held portfolio companies.
• Anti-Bribery/Corruption Policy – confirmed
implementation by 88% of directly held portfolio
companies.
• Whistleblowing Policy– confirmed
implementation by 83% of directly held portfolio
companies.
• Anti-Harassment Policy – confirmed
implementation by 88% of directly held portfolio
companies.
118
ANNUAL REPORT FY23
MOLTENVENTURES.COM
119
GOVERNANCE REPORT Directors’ remuneration report CONTINUED
Total target
Based on the performance described above, the Remuneration Committee determined that the Executive Directors should be awarded bonuses as
shown below:
Total bonus outcomes for FY23
Martin Davis
Stuart Chapman
Ben Wilkinson
Long-term incentive plan vesting
Corporate
measures
(% of bonus
achieved, max
90%)
ESG Measures
(% of bonus
achieved, max
10%)
Total vesting
percentage
(%, max 100%)
Vesting amount
as % of salary
28.1%
28.1%
28.1%
10%
10%
10%
38.1%
38.1%
38.1%
76.3%
76.3%
76.3%
Bonus amount
(£’000s)
(shown in
Single Figure
Table)
379
261
255
Vesting of 2021 award
The LTIP award value included in the single total figure of remuneration table for FY23 relates to the vesting of the FY21 LTIP awards which had a
performance period from 1 April 2020 to 31 March 2023. Details of the performance targets attached to the awards, which were set prior to the Main
Market move, and the extent to which they were satisfied are shown in the table below. A one-year lock up period applies to the FY21 LTIP awards
following the end of the performance period.
Measure1
Absolute Total Shareholder Return (“TSR”)
Group realisations2
New third-party assets under management (“AUM”)
Total
Weighting
Threshold
(50% vesting)
Maximum
(100% vesting)
40%
40%
20%
£5.32
£90m
£300m
£7.25
£110m
£400m
Actual
£2.74
£380m
£412m
Assessment
Outcome
0%
100%
100%
0%
40%
20%
60%
1 Awards vest on a straight-line basis for performance between threshold and maximum levels of performance set out in this table.
2 Group realisations based on annual and aggregate realisations over the performance period. The table above shows the aggregate realisations over the period.
Annual realisations were: FY21: £206m (target: £40m); FY22: £126m (target: £30m); FY23: £48m (target: £40m).
Carried Interest (legacy awards)
The carried interest values included in the single total figure of remuneration table for FY23 and FY22 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.
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.
Section 2 – Further information on remuneration for the year ended 31 March 2023
Scheme interests awarded during the financial year (audited)
Deferred Bonus Plan
The FY22 bonus amounts included in the single total figure table on page 117 were paid in cash for an amount up to 100% of each Director’s salary.
The balance was paid in the form of a deferred share award over a number of shares calculated based on the volume weighted average price of
the Company’s shares over the five dealing days prior to the date of the Committee’s approval of the awards. The awards were made to all Executive
Directors on 17 June 2022 in the form of options with a nominal value exercise price of £0.01 per share as set out below:
Director
Martin Davis
Stuart Chapman
Ben Wilkinson
Position
CEO
Executive Director
CFO
Basis of award
100% of salary
100% of salary
100% of salary
Face value
£483,000
£332,000
£325,000
Options
awarded1
89,444
61,481
60,185
1 Due to an administrative error, an incorrect grant price was used to make these awards. Per the Deferred Bonus Plan Rules, the five-day average prior to the grant date of 17 June 2022 (£4.47) should
have been used, rather than the five-day average to the date of the Committee approving the awards on 7 June 2022 (£5.40). In line with the Plan Rules, the Committee intends to grant additional
shares to make up for the shortfall, which will be made shortly after publication of the Annual Report. Following the grant of additional awards, the options awarded to the Executive Directors under
the Deferred Bonus Plan will be as follows: Martin Davis (108,111); Stuart Chapman (74,312); and Ben Wilkinson (72,745).
The deferral period under the bonus scheme is two years from the date of the original award. Vesting is not subject to any further performance
conditions (other than continued employment at the date of vesting).
Long-Term Incentive Plan
Awards were made to all Executive Directors under the Company’s Long-Term Incentive Plan on 17 June 2022 as set out below. The number of options
awarded was calculated based on the volume weighted average price of the Company’s shares over the five dealing days prior to the date of the
Committee’s approval of the awards. The awards were made to all Executive Directors on 17 June 2022 in the form of options with a nominal value
exercise price of £0.01 per share as set out below:
Director
Martin Davis
Stuart Chapman
Ben Wilkinson
Position
CEO
Executive Director
CFO
Basis of award
250% of salary
250% of salary
250% of salary
Face value
£1,243,725
£854,900
£836,875
Options
awarded1
230,319
158,314
154,976
1 Due to an administrative error, an incorrect grant price was used to make these awards. Per the Long-Term Incentive Plan Rules, the five-day average prior to the grant date of 17 June 2022 (£4.47)
should have been used, rather than the five-day average to the date of the Committee approving the awards on 7 June 2022 (£5.40). In line with the Plan Rules, the Committee intends to grant
additional shares to make up for the shortfall, which will be made shortly after publication of the Annual Report. Following the grant of additional awards, the options awarded to the Executive
Directors under the Long-Term Incentive Plan will be as follows: Martin Davis (278,387); Stuart Chapman (191,355); and Ben Wilkinson (187,320).
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
2022 to 31 March 2025. The awards will vest on 17 June 2025 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)
TSR ranking vs FTSE 250
Vesting (% of salary)
Threshold
On target
Maximum
Median Upper quartile
Upper decile
20%
80%
130%
Assets Under Management (Balance Sheet NAV) (weighting – 48% of maximum opportunity)
Total AUM (FY25)
Vesting (% of salary)
Threshold
£2,607m
60%
On target
£2,690m
80%
Maximum
£2,774m
120%
No amounts vest below threshold. Vesting is on a straight-line basis between threshold, on-target and maximum performance points.
120
ANNUAL REPORT FY23
MOLTENVENTURES.COM
121
GOVERNANCE REPORT Directors’ remuneration report CONTINUED
Statement of Directors’ interests (audited)
The interests of the Directors who served in the year and who held an interest in the ordinary shares of the Company are as follows:
Outstanding scheme interests 31 March 2023
Beneficially owned shares4
Unvested
scheme
interests
subject to
performance
conditions1
Unvested
scheme
interests not
subject to
performance
conditions2
659,839
316,147
307,497
89,444
61,481
60,185
–
–
–
–
–
–
–
–
–
–
Vested but
unexercised
scheme
interests3
Total shares
subject to
outstanding
scheme
interests
As at
31 March 2022
As at
31 March 2023
Total of all
scheme
interests and
shareholdings
as at
31 March 2023)
–
749,283
21,132
50,080
799,363
819,276
356,534
–
–
–
–
–
1,196,904
1,054,756
1,054,756
2,251,660
724,216
16,923
–
–
–
–
–
–
–
380
–
–
29,126
34,258
–
380
753,342
34,258
–
380
10,000
10,000
–
–
Martin Davis
Stuart Chapman
Ben Wilkinson
Grahame Cook
Sarah Gentleman
Richard Pelly
Gervaise Slowey
Karen Slatford
1 CSOP options awarded in 2020 (Martin Davis only). LTIPs awarded to Martin Davis, Stuart Chapman and Ben Wilkinson from 2020 onwards.
2 Deferred bonus plan options from 2022.
3 CSOP options awarded to Stuart Chapman and Ben Wilkinson in 2016, 2017, 2018, 2019 and 2021.
4
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:
Director
Martin Davis
Stuart Chapman
Ben Wilkinson
Shares counting
to guidelines
31 March 2023
Shareholding
requirement
(% of salary)
Current
shareholding
(% of salary)1
Shareholding
requirement
met?
97,485
1,521,557
249,987
250
250
250
54
1,217
204
No
Yes
No
1
The share price of £2.736 as at 31 March 2023 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 FY23 (audited)
Vesting,
exercise of
release
date
Number of
options/
awards
held as at
1 April 2022
Date of
grant
Awarded
Exercised
Lapsed
Number of
options/
awards
held as at
31 March
2023
Share price
at date of
grant/award
(exercise
price for
CSOP)
Face value
of awarded
options (at
exercise
price for
CSOP)
Martin Davis
CSOP (Approved)
26/11/19
26/11/22
6,4241
CSOP (Unapproved)
26/11/19
26/11/22
193,5761
CSOP (Unapproved)
30/06/20
30/06/23
200,0001
LTIP
LTIP
LTIP2
DBP3
Stuart Chapman
29/06/20
29/06/23
16/07/21
16/07/24
17/06/22
17/06/25
17/06/22
17/06/24
93,541
135,979
-
-
230,319
89,444
CSOP (Unapproved)
28/11/16
28/11/19
CSOP (Unapproved)
28/11/17
28/11/20
226,385
234,835
CSOP (Unapproved)
30/07/18
30/07/21
178,1001
CSOP (Unapproved)
12/02/19
12/02/22
178,4341
CSOP (Unapproved)
26/07/21
26/07/22
LTIP
LTIP
LTIP2
DBP3
Ben Wilkinson
29/06/20
29/06/23
16/07/21
16/07/24
17/06/22
17/06/25
17/06/22
17/06/24
CSOP (Unapproved)
30/07/18
30/07/21
178,1001
CSOP (Unapproved)
12/02/19
12/02/22
178,4341
CSOP (Unapproved)
26/07/21
26/07/22
LTIP
LTIP
LTIP2
DBP3
29/06/20
29/06/23
16/07/21
16/07/24
17/06/22
17/06/25
17/06/22
17/06/24
–
–
154,976
60,185
–
–
158,314
61,481
1,522
64,365
93,468
1,522
61,024
91,497
–
–
–
–
-
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
-
-
–
–
–
–
–
–
–
–
–
–
–
1,5224
–
–
–
–
6,4241
193,5761
–
–
–
-
-
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
200,0001
93,541
135,979
230,319
89,444
226,385
234,835
178,1001
178,4341
1,522
64,365
93,468
158,314
61,481
178,1001
178,4341
–
61,024
91,497
154,976
60,185
£4.67
£4.67
£4.49
£4.49
£420,000
£8.88
£1,207,500
£5.40
£1,243,725
£5.40
£483,000
£3.55
£3.87
£4.92
£5.30
£9.85
£4.49
£8.88
£5.40
£5.40
£4.92
£5.30
£9.85
£4.49
£8.88
£5.40
£5.40
–
–
–
–
£15,000
£289,000
£823,000
£854,900
£332,000
–
–
£15,000
£274,000
£812,500
£836,875
£325,000
1 Options subject to a performance condition of an 8% per annum share price hurdle. The details of the CSOP are set out in Note 14 to the consolidated financial statements.
2 Due to an administrative error, an incorrect grant price was used to make these awards. Per the Long-Term Incentive Plan Rules, the five-day average prior to the grant date of 17 June 2022 (£4.47)
should have been used, rather than the five-day average to the date of the Committee approving the awards on 7 June 2022 (£5.40). In line with the Plan Rules, the Committee intends to grant
additional shares to make up for the shortfall, which will be made shortly after publication of the Annual Report. Following the grant of additional awards, the options awarded to the Executive
Directors under the Long-Term Incentive Plan will be as follows: Martin Davis (278,387); Stuart Chapman (191,355); and Ben Wilkinson (187,320).
3 Due to an administrative error, an incorrect grant price was used to make these deferred bonus awards. Per the Deferred Bonus Plan Rules, the five-day average prior to the grant date of 17 June
2022 (£4.47) should have been used, rather than the five-day average to the date of the Committee approving the awards on 7 June 2022 (£5.40). In line with the Plan Rules, the Committee intends to
grant additional shares to make up for the shortfall, which will be made shortly after publication of the Annual Report. Following the grant of additional awards, the options awarded to the Executive
Directors under the Deferred Bonus Plan will be as follows: Martin Davis (108,111); Stuart Chapman (74,312); and Ben Wilkinson (72,745).
4 Options exercised on 14 March 2023 with an exercise price of £0.01 per share and a market value of £3.30 per share.
122
ANNUAL REPORT FY23
MOLTENVENTURES.COM
123
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.
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 117) paid to each Director from FY21 to FY23. 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 Company employees excluding Directors is included below.
£300
£250
£200
£150
£100
£50
£0
31/03/2016
31/03/2017
31/03/2018
31/03/2019
31/03/2020
31/03/2021
31/03/2023
Molten Ventures Plc
FTSE 250
Historical remuneration of the Chief Executive Officer
The table below sets out the total remuneration delivered to the CEO over the last seven 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 seven most recent financial years:
Metric
FY23
FY221
FY21
FY20 (Martin Davis)2
FY20 (Simon Cook)3
FY19
FY18
FY17
Annual bonus
payment level
achieved
(% of max
opportunity)
LTIP vesting
(% of max
opportunity)
Total single
figure (£’000)
1,162
1,530
885
505
317
503
466
373
38%
100%
93%
100%
53%
75%
89%
94%
60%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1
From 1 April 2020 onwards, the Executive Directors are not eligible to participate in new carried interest plans, and instead will participate in the Long-Term Incentive Plan.
2 Martin Davis was appointed as CEO in November 2019. The total single figure above includes a contractual bonus which was paid in full.
3
Simon Cook served as CEO until Martin Davis’ appointment in November 2019, and CIO from that date until 1 July 2020. The single total figure has therefore been pro-rated to reflect Simon Cook’s
time spent in the role of CEO.
Executive Directors
Martin Davis
Stuart Chapman
Ben Wilkinson
Non-Executive Directors
Karen Slatford2
Grahame Cook2
Sarah Gentleman3
Richard Pelly
Gervaise Slowey3
All Group employees
% change in element between FY21 and FY22
% change in element between FY22 and FY23
Salary and fees Taxable benefits1
Annual bonus
Salary and fees Taxable benefits
Annual bonus
15.0
14.9
18.6
21.8
16.0
N/A
19.1
N/A
(5.7)
117.0
30.8
38.1
N/A
N/A
N/A
N/A
N/A
10.4
142.7
142.5
150.4
N/A
N/A
N/A
N/A
N/A
(27.6)
3
3
3
(18.2)
5.4
56.8
N/A
37.6
4%
(11)
20
25
N/A
N/A
N/A
N/A
N/A
31%
(61)
(61)
(61)
N/A
N/A
N/A
N/A
N/A
15
1
Taxable benefits in FY22 included critical illness cover which was introduced in October 2021 so is not included in FY21 comparatives.
2 Karen Slatford resigned on 17 January 2023 and Grahame Cook was appointed Interim Chair.
3 Appointed mid financial year in FY22.
CEO pay ratio
As the Group has fewer than 250 employees, the Company is not required to include a CEO pay ratio disclosure.
Relative importance of spend on pay
The table below sets out the relative importance of the spend on pay in FY22 and FY23 compared with other disbursements. All figures provided are
taken from the relevant Company accounts.
Distributions to Shareholders
Overall spend on pay including Executive Directors
FY22
£’000
–
11,879
FY23
£’000
–
12,293
Percentage
change
0%
3.4%
Payments to past Directors/payments for loss of office (audited)
Payments of £1,119,085 relating to carried interest plans were made in FY23 to past Director Simon Cook (FY22: £2.3 million). No payments were made
to Directors for loss of office (2022: nil).
Statement of voting at general meetings
The following votes were cast in respect of the Directors’ Remuneration Policy and Directors’ Remuneration Report at the Company’s 2022 AGM:
For (including discretionary)
Against
Withheld
For (including discretionary)
Against
Withheld
Approval of the Directors’
Remuneration Policy
No. of votes % of votes cast
82,692,926
20,802,605
12,189,373
79.9
20.1
–
Approval of the Directors’
Remuneration Report
No. of votes % of votes cast
82,832,052
21,451,703
11,401,149
79.43
20.57
–
As required by the UK Corporate Governance Code, Shareholders were consulted to understand the reasons behind a minority opting to vote against
the above resolutions. As set out in further detail in the cover letter from the Remuneration Committee Chair, we wrote to Shareholders that represent
approximately 80% of our issued share capital and to the major proxy advisory bodies, and in light of the feedback received and in order to align with
best practice guidance, the Remuneration Committee agreed the following changes to the implementation of the Directors’ Remuneration Policy for
the financial year ending 31 March 2024: (a) Reduce the level of pay-out for threshold and target performance under the annual bonus to 20% and
50% of maximum opportunity respectively; and (b) Reduce the level of pay-out for threshold performance for the Assets under Management metric
under the long-term incentive plan from 50% to 25% of maximum. Further detail is set out in the following section.
124
ANNUAL REPORT FY23
MOLTENVENTURES.COM
125
GOVERNANCE REPORT Directors’ remuneration report CONTINUED
Section 3 - Implementation of Remuneration Policy in FY24
This section sets out information on how the Remuneration Policy will be implemented in FY24.
Summary of planned implementation of Remuneration Policy during FY24
Salary
Given the broader economic context and inflationary and cost of living pressures for our employees, we targeted salary increases to our lower paid
people this year. All our employees (excluding Executive Directors) received a base pay increase of 7% and we made one-off payments of £2,000 to all
employees on salaries less than £100,000 to support them through these challenging times. Following an organisation-wide pay review, a significant
number of employees also received one-off pay adjustments to ensure we can continue to attract and retain the highest calibre of talent. Overall,
reflecting the decisions noted above, the average salary increase across the organisation, excluding Executive Directors was 11%.
The Remuneration Committee approved a pay increase of 4.0% of base salary for the Executive Directors, effective from 1 April 2023.
The Executive Director salaries for FY24 are set out below:
Name
Martin Davis
Stuart Chapman
Ben Wilkinson
Salary
FY23
£497,490
£341,960
£334,750
Salary
FY24
Percentage
change
£517,390
£355,638
£348,140
4%
4%
4%
Benefits and pension
No changes are proposed to benefits or pension, which will operate as described in the Remuneration Policy on page 113. Current pension
opportunities for the Executive Directors are aligned with those for all other full-time employees in the UK.
Annual bonus
As set out earlier in this report, following feedback from our Shareholders and the major proxy bodies, for FY24 the annual bonus will pay-out at 20%
of maximum opportunity for threshold performance and at 50% of maximum opportunity for target performance The maximum bonus opportunity
for the Executive Directors in FY24 will remain at 200% of salary. Any vested bonus above 100% of salary will be deferred in shares for a period of two
years. Annual bonus outcomes will be determined based on achievement of financial (70% weighting) and non-financial (30% weighting) measures,
broken down below:
Financial
Measure
Fair Value Growth
Capital Resources
Expense Management
Non-financial
ESG
Strategic Projects
Deals
Weighting
35%
25%
10%
10%
10%
10%
The Committee considers that the detailed performance targets for the FY24 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 FY24 Annual Report so that Shareholders can fully assess the basis for any pay-outs.
Performance targets related to ESG can be found on page 47.
Long-Term Incentive Plan
Awards of 250% of base salary will be made to the Executive Directors in FY24. The awards will vest three years from grant subject to the following
performance measures (weighted as shown) and an additional two-year post vesting holding period. As set out earlier in this report, in order to align
with best practice guidance, the pay-out level for threshold performance will be 25% of maximum opportunity for the Assets under Management
metric under the FY24 long-term incentive award.
The Committee debated at length whether the proposed award levels were appropriate reflecting on the change in share price of Molten Ventures
since the 2022 LTIP grant. While the Committee is mindful of external guidance on windfall gains, the Committee agreed that at this stage it would
not be appropriate to adjust award levels, but it would instead retain the discretion to review the vesting outcome where it considers that it is not
representative of business performance.
Relative Total Shareholder Return (TSR) v FTSE 250 (weighting – 52% of maximum opportunity)
Vesting (% of salary)
Threshold
On target
Maximum
Median Upper quartile
Upper decile
20%
80%
130%
Assets Under Management (Balance Sheet NAV) (weighting – 48% of maximum opportunity
Total AUM (FY26)
Vesting (% of salary)
Threshold
£1,665m
30%
On target
£1,742m
75%
Maximum
£1,829m
120%
No amounts vest below threshold. Vesting is on a straight-line basis between threshold, on-target and maximum performance points.
Chair and Non-Executive Directors’ Fees
For FY24, the Committee approved an increase of £20,000 in the per annum fees for the Chair of the Board, to reflect the time commitment expected
of the Chair and in order to start to close the gap between the current fee level for the Chair and the appropriate level for a company of our size and
complexity.
FY23 was the first year in which the ESG Committee was in operation, and no additional fees were paid to Gervaise Slowey as chair. For FY24, the Board
has approved the payment of an additional £10,000 for the chair of the ESG Committee, and this is reflected in the table below.
There are no other changes to the fees for Non-Executive Directors in FY24. A breakdown of the fee components for the Chair and Non-Executive
Directors in FY24 is as follows:
Role
Chair
Non-Executive Director base fee
Senior Independent Director
Audit, Risk & Valuations Committee Chair
Remuneration Committee Chair
ESG Committee Chair
Fee
(per annum)
£140,000
£60,000
£10,000
£10,000
£10,000
£10,000
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 our website - investors.moltenventures.com. The Remuneration Committee receives assistance from the Chair of the Board, CEO,
CFO, Company Secretary (who 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.
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, succeeding Mercer, who had been the Committee’s advisers since 2019. 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 FY23 were £98,600 on a time and materials basis, which covered
supporting the Committee with the Shareholder consultation, benchmarking of pay levels for Executive and Non-Executive Directors, monitoring the
performance of the annual bonus and inflight LTIP awards. The fees paid to Mercer for advising the Committee from April to October 2022 were £56,175.
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. No non-remuneration related advice was provided by Deloitte or Mercer to the Group in the year.
On behalf of the Board
Sarah Gentleman
Chair of the Remuneration Committee
14 June 2023
126
ANNUAL REPORT FY23
MOLTENVENTURES.COM
127
GOVERNANCE REPORT Directors’ report
The Directors present their report and audited consolidated financial statements for the year ended 31 March 2023. The Strategic Report on pages 4 to
91, the Corporate Governance Statement on pages 95 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 6 to 43
Research and development activities
We do not perform any research and development activities
Greenhouse gas emissions
Sustainability – pages 56 to 71
People, culture and employee engagement
Sustainability – pages 72 to 74
Financial risk management objectives and policies
(including hedging policy and use of financial instruments)
Exposure to price risk, credit risk, liquidity risk and cash flow risk
Note 29 to the Financial Statements – pages 173 to 175
Details can be found on pages 80 to 90 of the Strategic Report and
Note 29 to the Financial Statements
Details of long-term incentive schemes
Directors’ Remuneration Report – pages 111 to 127
Statement of Directors’ responsibilities
Details can be found on page 131
Directors’ interests
s172 Statement
Details can be found on page 122 of the Directors’ Remuneration
Report
Details can be found on page 79 of the Strategic Report
Stakeholder engagement in key decisions
Details can be found on pages 76-78
Corporate Governance Statement
Details can be found starting on page 95
Directors
The Directors of the Company who held office during the year are:
• Grahame Cook (Interim Chair and Senior Independent Director)
• Martin Davis (Chief Executive Officer)
• Stuart Chapman (Chief Portfolio Officer)
• Ben Wilkinson (Chief Financial Officer)
• Sarah Gentleman (Independent Non-Executive Director)
• Richard Pelly (Independent Non-Executive Director)
• Gervaise Slowey (Independent Non-Executive Director)
• Karen Slatford (Chair) (resigned on 17 January 2023)
The roles and biographies of the Directors in office as at the date of this report are set out on pages 96 and 97. The appointment and replacement of
Directors is governed by the Company’s Articles of Association, the UK Corporate Governance Code and the Companies Act 2006.
Regulation
The Company has three wholly owned subsidiaries which are authorised and regulated by the UK Financial Conduct Authority: (1) Esprit Capital
Partners LLP (FRN: 451191) a full-scope AIFM and investment manager of Molten Ventures plc; (2) Encore Ventures LLP (FRN: 510101) a small authorised
AIFM and investment manager of the EIS Funds; and (3) Elderstreet Investments Limited (FRN: 148527) a small authorised AIFM and, via Elderstreet
Holdings Limited, manager to Molten Ventures VCT plc. Esprit Capital Partners LLP does not employ any staff. Most employees are employed by
Molten Ventures plc and provide regulated services to the regulated entities named above via services agreements as named on the FCA Register
(register.fca.org.uk/s/firm?id=001b000000Mfb37AAB), with Elderstreet Investments Limited employing two people.
Investment objective and investing policy
The investment objective of the Group is to generate capital growth for Shareholders by the creation, funding, incubation and development of high-
growth technology businesses.
The Group intends to meet its investment objective by: (i) providing early-stage businesses with initial smaller rounds of seed and series A primary
investments, co-investments and commitments to third-party seed funds; (ii) making larger series B+ and later series C+ primary investments and co-
investments for scaling technology companies; and (iii) undertaking secondary transactions.
The Group will seek exposure to early-stage companies which combine technology and service provision, are able to generate strong margins
through significant intellectual property or strong barriers to entry, are scalable and require relatively modest investment. The 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 and deeptech and digital health and wellness.
The Group’s main focus is on making investments in the UK and Europe. No investment will be made if its costs exceed 15% 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% of the Gross Portfolio Value.
Dividends
The Group’s loss for the year was £243 million (year ended 31 March 2022: profit of £301 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 2023.
Articles of Association
The rules governing the appointment and replacement of Directors are set out in the Company’s Articles of Association. The Articles of Association may
be amended by a special resolution of the Company’s Shareholders. A copy of the Articles of Association can be found on the Company’s website:
investors.moltenventures.com/investor-relations/plc/documents.
Directors’ indemnity provisions
As permitted by the Articles of Association, the Directors have the benefit of an indemnity, which is a qualifying third-party indemnity provision as
defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the financial period and at the date of approval of the
financial statements.
The Company has purchased and maintained throughout the financial period Directors’ and Officers’ liability insurance in respect of itself and its
Directors.
Compensation for loss of office
The Company does not have any agreements with any Executive Director or employee that would provide compensation for loss of office or
employment resulting from a takeover except that provisions of the Company share schemes may cause options and awards outstanding under such
schemes to vest on a takeover.
Political donations
The Company made no political donations during the year up to 31 March 2023.
Branches
The Company has established a branch in the Republic of Ireland.
Share capital
At 31 March 2023, the Company’s issued share capital consisted of 152,999,853 (2022: 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 24 to the financial statements.
Ordinary Shareholders are entitled to receive notice of, and to attend and speak at, any general meeting of the Company. On a show of hands, every
Shareholder present in person or by proxy (or being a corporation represented by a duly authorised representative) shall have one vote, and on a
poll every Shareholder who is present in person or by proxy shall have one vote for every share of which he or she is the holder. The Notice of Annual
General Meeting specifies deadlines for exercising voting rights and appointing a proxy or proxies.
The holders of ordinary shares are entitled to one vote per share at meetings of the Company. There are no restrictions on the transfer of shares.
No Shareholder holds securities carrying any special rights or control over the Company’s share capital.
The Directors are not aware of any agreements between holders of the Company’s shares that may result in the restriction of the transfer of securities
or of voting rights. Shares held by the Company’s Employee Benefit Trust rank pari passu with the shares in issue and have no special rights, but voting
rights and rights of acceptance of any offer relating to the shares rest with the plan’s Trustees and are not exercisable by employees.
Authority for the Company to issue and make market purchases of ordinary shares
At the Company’s AGM held on 3 August 2022, 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 £153,000. Any shares which have been 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 26 July
2023 and renewal of the authorities will be sought at that AGM. New ordinary shares will not be allotted and issued at below the Net Asset Value.
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.
128
ANNUAL REPORT FY23
MOLTENVENTURES.COM
129
GOVERNANCE REPORT Directors’ report CONTINUED
Statement of directors’ responsibilities
Substantial shareholdings
The table below shows the interests in shares (whether directly or indirectly held) known to the Company as at 31 March 2023. There have been no
changes in major interests in shares disclosed to the Company under DTR5 as at 9 June 2023 (being the latest practicable date prior to publication of
the Annual Report):
Name of Shareholder
Baillie Gifford
National Treasury Management Agency
T Rowe Price Global Investments
Schroders plc
BlackRock, Inc.
Border to Coast Pensions Partnership Ltd
Canaccord Genuity Group Inc
British Business Bank
Ticketridge Limited
AVI Global Trust plc
At 31 March 2023
At 9 June 2023
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
17,504,490
14,004,502
10,040,461
8,927,199
9,335,526
n/a
7,615,956
7,142,857
n/a
4,658,924
11.44%
17,504,490
11.44%
9.15%
6.56%
5.83%
4.68%
n/a
4.98%
4.67%
n/a
3.04%
14,004,502
7,648,567
8,927,199
7,862,154
7,722,374
7,615,956
7,142,857
5,578,000
4,658,924
9.15%
4.99%
5.83%
5.13%
5.05%
4.98%
4.67%
3.65%
3.04%
Going concern
The Directors confirm that they have a reasonable expectation that the Group will have adequate resources to continue in operational existence for at
least the next 12 months from the date of the approval of the financial statements and accordingly they continue to adopt the going concern basis in
preparing the financial statements. A viability statement, as required by the Code, can be found on page 91.
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 Review on pages 24 to 27 and in Note 35 of the financial statements on page 178.
Annual General Meeting
The 2023 AGM of the Company will be held on 26 July 2023 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.
On behalf of the Board
Ben Wilkinson
Chief Financial Officer
14 June 2023
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, International Financial Reporting Standards as adopted by
the European Union, and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority, and the
Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and the Central Bank of Ireland (Investment Market Conduct) Rules 2019. The
Company financial statements are prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101).
Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs
of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to:
•
•
select suitable accounting policies and then apply them consistently;
state whether applicable UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 have
been followed for the Group financial statements, and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the
Company financial statements, subject to any material departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in
business.
The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions
and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial
statements and the Annual Report on Remuneration comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors are responsible for presenting and marking up the consolidated financial statements in compliance with the requirements set out in the
Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”).
Responsibility statement of the Directors in respect of the annual financial report
Each of the Directors, whose names and functions are listed on the Board of Directors section on pages 96 and 97 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 as adopted by the European Union, and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom’s Financial Conduct Authority, and the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and the Central Bank of
Ireland (Investment Market Conduct) Rules 2019, give a true and fair view of the assets, liabilities, financial position and profit of the Group;
the Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law), give a true and fair view of the
assets, liabilities, financial position and profit of the Group and financial position of the Company; and
the Directors’ Report includes a fair review of the development and performance of the business and the position of the Group and Company,
together with a description of the principal risks and uncertainties that it faces.
We consider that the Annual Report and Financial Statements taken as a whole, is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Group and Company’s position and performance, business model and strategy.
By order of the Board
Ben Wilkinson
Chief Financial Officer
14 June 2023
130
ANNUAL REPORT FY23
MOLTENVENTURES.COM
131
GOVERNANCE REPORT Financials
Contents
Financials
134 Independent auditors’ report
141 Consolidated statement of comprehensive income
142 Consolidated statement of financial position
143 Consolidated statement of cash flows
144 Consolidated statement of changes in equity
145 Notes to the consolidated financial statements
179 Company statement of financial position
180 Company statement of changes in equity
181 Notes to the company financial statements
187 Board, management and administration
188 Glossary
132
132
ANNUAL REPORT FY23
ANNUAL REPORT FY23
MOLTENVENTURES.COM
MOLTENVENTURES.COM
133
133
FINANCIALS Independent Auditors’ report
to the members of Molten Ventures plc
Report on the audit of the financial statements
Opinion
In our opinion:
• Molten Ventures plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of the state
of the Group’s and of the Company’s affairs as at 31 March 2023 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 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 2023; the Consolidated statement of comprehensive income, the Consolidated statement of cash flows, and the Consolidated
and Company statements of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the
significant accounting policies.
Our opinion is consistent with our reporting to the Audit, Risk and Valuations Committee.
Separate opinion in relation to international financial reporting standards adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union
As explained in note 4 to the financial statements, the Group, in addition to applying UK-adopted international accounting standards, has also applied
international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
In our opinion, the Group financial statements have been properly prepared in accordance with international financial reporting standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”), International Standards on Auditing issued by the
International Auditing and Assurance Standards Board (“ISAs”) and applicable law. Our responsibilities under ISAs (UK) and ISAs are further described
in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in
the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and the International Code of Ethics for Professional
Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and
we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by either the FRC’s Ethical Standard or Article 5(1) of Regulation
(EU) No 537/2014 were not provided.
Other than those disclosed in Note 10, we have provided no non-audit services to the Company or its controlled undertakings in the period under
audit.
Our audit approach
Overview
Audit scope
• As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular,
we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override
of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due
to fraud.
Key audit matters
• Valuation of unquoted investments (Group and Company).
Materiality
• Overall Group materiality: £23,882,000 (2022: £28,676,000) based on 2% of net assets.
• Overall Company materiality: £22,687,900 (2022: £27,242,000) based on 2% of net assets, capped at 95% of Group materiality.
• Performance materiality: £17,911,000 (2022: £21,507,000) (Group) and £17,015,925 (2022: £20,431,000) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors,
including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit
of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year
Key audit matter
How our audit addressed the key audit matter
Valuation of unquoted investments
(Group and Company)
Refer to Audit, Risk and Valuations Committee
Report, Note 4 (Significant accounting policies),
Note 5 (Critical accounting estimates and
judgements), Note 16 (Financial assets held at
fair value through profit and loss), Note 28 (Fair
value measurements). The fair value of unquoted
investments is an area of focus due to the fact that
unquoted investments (“portfolio company” or
“investment”) do not have readily determinable
prices and involve a number of estimates and
unobservable inputs. As detailed in Note 29 to
the financial statements the risk in estimation
uncertainty can produce a valuation range.
The fair value of investments is established in
accordance with IFRS and with reference to the
International Private Equity and Venture Capital
Valuation Guidelines 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 28 to the financial statements. Whilst the
underlying investments are held within funds or
other investment entities such as Molten Ventures
(Ireland) Limited, which are valued by the Group at
Net Asset Value, management look through these
vehicles to value the underlying investments.
We understood and evaluated the valuation methodologies applied, by reference to industry
practice, guidelines and applicable accounting standards, and tested the techniques used by
management in determining the fair value of the investments. For a sample of investments, we
performed the following, where applicable:
•
Agreed the recent transaction price to supporting documentation such as purchase
agreements, funding drawdown requests or bank statements;
• Obtained management’s calibration analysis to evaluate post transaction performance
against relevant milestones and comparable public companies;
• Obtained management information, board reports and external market data to validate
management’s calibration analysis and adjustments made, if any, to the recent transaction
price and challenged assumptions made, where appropriate;
• Observed that alternative assumptions had been considered and evaluated by
management, before determining the final valuation.
• For those investments valued using the revenue-multiple approach we held discussions
with management to understand the performance of the portfolio company and
challenged estimates used in the valuations of the investments. These included but were
not restricted to review of the comparable companies, rationale and consistency of
discounts or premiums applied and basis for budgeted revenue figures used;
• We evaluated the range of comparable companies used in the valuation and verified
revenue multiples to independent sources; and
• Agreed inputs into the valuation model to financial information and board papers from the
portfolio companies and publicly available information.
Where the Group has invested capital into a separately managed fund (“a Fund”), the
engagement team:
• Confirmed the commitments and capital drawn down with the Fund;
• Reviewed the latest investor reports of the Fund; and
• Reviewed the look-through valuation performed by management on individually material
investments to the Group held in the Fund and any subsequent adjustments made.
Furthermore, for a sample of investments, we confirmed the capital structure with the portfolio
company and reviewed the allocation of value between the capital structure to ensure the
amount attributable to the Group entities was appropriate.
We considered the appropriateness and adequacy of the disclosures around the estimation
uncertainty and sensitivities on the accounting estimates.
Overall, based on our procedures, we found that management’s valuation of investments and
the assumptions used were supported by the audit evidence obtained and appropriately
disclosed in the financial statements.
134
ANNUAL REPORT FY23
MOLTENVENTURES.COM
135
FINANCIALS
Independent Auditors’ report
to the members of Molten Ventures plc CONTINUED
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole,
taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.
In establishing the overall approach to our audit, we assessed the risk of material misstatement, taking into account the nature, likelihood and potential
magnitude of any misstatement. Following this assessment, we applied professional judgement to determine the extent of testing required over each
balance in the financial statements. The financial statements are produced using a single consolidation spreadsheet that takes information from the
general ledger. The Group audit team performed all audit procedures over the consolidated Group. This allowed us to adequately address the key
audit matters for the audit and, together with procedures performed over the consolidation, gave us sufficient appropriate audit evidence for our
opinion on the Group financial statements as a whole.
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:
Overall materiality
£23,882,000 (2022: £28,676,000).
Financial statements – Group
Financial statements –Company
£22,687,900 (2022: £27,242,000).
How we determined it
2% of net assets
2% of net assets, capped at 95% of Group materiality.
Rationale for benchmark
applied
Net assets is the primary measure used by the
shareholders in assessing the performance of the Group,
and is a generally accepted auditing benchmark for
a business such as the Group, which invests in other
businesses for capital appreciation.
Net assets is the primary measure used by the shareholders
in assessing the performance of the Company, and is a
generally accepted auditing benchmark for a business
such as the Company, which invests in other businesses for
capital appreciation.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality
allocated across components was the lower of 95% of the Group materiality and the component materiality as calculated based on 2% of its net assets.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and
extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality
was 75% (2022: 75%) of overall materiality, amounting to £17,911,000 (2022: £21,507,000) for the Group financial statements and £17,015,925 (2022:
£20,431,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk
and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit, Risk and Valuations Committee that we would report to them misstatements identified during our audit above £1,194,000
(Group audit) (2022: £1,434,000) and £1,183,000 (Company audit) (2022: £1,362,000) as well as misstatements below those amounts that, in our view,
warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of accounting
included:
• Obtained the Directors’ going concern assessment, attended the Audit, Risk and Valuations Committee meeting where the assessment was
discussed and corroborated key assumptions to underlying documentation and ensured this was consistent with our audit work in these areas;
• Assessed the appropriateness of the key assumptions used both in the base case and in the downside scenarios, including assessing whether we
considered the downside sensitivities to be appropriately severe;
• Tested the integrity of the underlying formulae and calculations within the going concern and cash flow models;
• Considered the appropriateness of the mitigating actions available to management in the event of the downside scenario materialising. Specifically,
we focused on whether these actions are within the Group’s control and are achievable;
• Evaluated access to credit facilities through review of the facility agreements; and
• Reviewed the disclosures provided relating to the going concern basis of preparation and found that these provided an explanation of the
Directors’ assessment that was consistent with the evidence we obtained.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the Company’s ability
to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The
Directors are responsible for the other information, which includes reporting based on the Task Force on Climate-related Financial Disclosures (TCFD)
recommendations. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion
or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether
there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report
based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have
been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described
below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ Report for the year
ended 31 March 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
136
ANNUAL REPORT FY23
MOLTENVENTURES.COM
137
FINANCIALS
Independent Auditors’ report
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 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 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;
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to
UK regulatory principles, such as those governed by the Financial Conduct Authority, and we considered the extent to which non-compliance might
have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements
such as Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries and the
potential for manipulation of financial data or management bias in accounting estimates in the financial statements such as the valuation of financial
assets held at fair value through profit or loss. Audit procedures performed by the engagement team included:
• Challenging assumptions and judgements made by management in their significant areas of estimation such as procedures relating to the valuation
of unquoted investments described in the related key audit matter above;
• Reviewing financial statement disclosures to underlying supporting documentation;
• Reviewing correspondence with the Financial Conduct Authority in relation to compliance with laws and regulations;
• Enquiring with management as to any actual or suspected instances of fraud or non compliance with laws and regulations;
• Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
•
Identifying and testing journal entries with unusual characteristics such as unexpected account combinations and words; and
• The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and why the period is
• Reviewing relevant meeting minutes,including those of the Board of Directors, for additional matters relevant to the audit
appropriate; and
• The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its
liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or
assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Company was substantially less in scope than an audit and
only consisted of making inquiries and considering the Directors’ process supporting their statement; checking that the statement is in alignment with
the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and
our knowledge and understanding of the Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information
necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
• The section of the Annual Report describing the work of the Audit, Risk and Valuations Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s compliance with the Code
does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial statements in
accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal
control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due
to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) 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.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws
and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it
typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items
for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements in accordance with ISAs (UK) is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Group’s and Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report. However, future events or conditions may cause the Group to cease to
continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and Company
to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group
and Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ 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.
138
ANNUAL REPORT FY23
MOLTENVENTURES.COM
139
FINANCIALS Independent Auditors’ report
to the members of Molten Ventures plc CONTINUED
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of
the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not
visited by us; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
•
the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting
records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were appointed by the Directors on 25 September 2018 to audit the financial statements for the year ended 31 March 2019 and subsequent
financial periods. The period of total uninterrupted engagement is five years, covering the years ended 31 March 2019 to 31 March 2023.
Richard McGuire (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
14 June 2023
Consolidated statement of comprehensive
income
For the year ended 31 March 2023
Movements on investments held at fair value through profit or loss
Fee income
Total investment (loss)/income
Operating expenses
General administrative expenses
Depreciation and amortisation
Share-based payments – resulting from Company share option scheme
Investment and acquisition costs
Exceptional items
Total operating expenses
(Loss)/profit from operations
Finance income
Finance expense
(Loss)/profit before tax
Income taxes
(Loss)/profit for the year
Other comprehensive income
Total comprehensive (loss)/income for the year
(Loss)/earnings per share attributable to owners of the parent:
Basic (loss)/earnings per weighted average shares (pence)
Diluted (loss)/earnings per weighted average shares (pence)
The consolidated financial statements should be read in conjunction with the accompanying notes.
Notes
6
7
8
15, 18
14
34
11
11
12
Year ended
31 March 2023
Year ended
31 March 2022
£m
(240.1)
22.7
(217.4)
(18.7)
(0.7)
(4.4)
(0.1)
–
(23.9)
£m
329.4
21.8
351.2
(19.5)
(0.8)
(3.7)
(0.2)
(2.4)
(26.6)
(241.3)
324.6
1.7
(7.1)
(246.7)
3.3
(243.4)
–
(243.4)
1.8
(1.4)
325.0
(24.3)
300.7
–
300.7
13
13
(159)
(158)
200
198
140
ANNUAL REPORT FY23
MOLTENVENTURES.COM
141
FINANCIALS
Consolidated statement of financial position
As at 31 March 2023
Consolidated statement of cash flows
For the year ended 31 March 2023
Non-current assets
Intangible assets
Financial assets held at fair value through profit or loss
Deferred tax
Property, plant and equipment
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Restricted cash
Total current assets
Current liabilities
Trade and other payables
Financial liabilities
Total current liabilities
Non-current liabilities
Deferred tax
Provisions
Financial liabilities
Total non-current liabilities
Net assets
Equity
Share capital
Share premium account
Own shares reserve
Other reserves
Retained earnings
Total equity
31 March 2023
31 March 2022
Notes
£m
£m
15
16
23
18
20
22(i)
21
22
23
22
24
24
25
25
10.5
1,277.0
–
0.4
10.7
1,410.8
1.6
0.9
1,287.9
1,424.0
5.0
22.9
–
27.9
(9.6)
(0.3)
(9.9)
(22.5)
(0.3)
(89.0)
(111.8)
1,194.1
1.5
615.9
(8.9)
33.3
552.3
2.8
75.8
2.3
80.9
(14.3)
(0.4)
(14.7)
(26.1)
(0.3)
(30.0)
(56.4)
1,433.8
1.5
615.9
(8.2)
28.9
795.7
1,194.1
1,433.8
Net assets per share (pence)
13
780
937
The consolidated financial statements should be read in conjunction with the accompanying notes. The consolidated financial statements on pages 141
to 178 were authorised for issue by the Board of Directors on 14 June 2023 and were signed on its behalf by:
Ben Wilkinson
Chief Financial Officer
Molten Ventures plc registered number 09799594
Cash flows from operating activities
(Loss)/profit after tax
Adjustments to reconcile (loss)/profit to net cash outflow in operating activities
Purchase of investments
Proceeds from disposals in underlying investment vehicles
Net loans made to underlying investment vehicles and Group companies
Share options exercised and paid to employees
Tax paid
Net cash (outflow) from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Net cash (outflow) from investing activities
Cash flows from financing activities
Loan repayments
Loan proceeds
Fees paid on issuance of loan
Interest paid
Interest received
Acquisition of own shares
Repayments of leasing liabilities
Gross proceeds from issue of share capital
Equity issuance costs
Net cash inflow from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange differences on cash and cash equivalents
Cash and cash equivalents at end of year
Restricted cash at year-end
Total cash and cash equivalents and restricted cash at year-end
The consolidated financial statements should be read in conjunction with the accompanying notes.
Year ended
31 March 2023
Year ended
31 March 2022
Notes
£m
£m
26
16
16
16
18
22(i)
22(i)
22(i)
25
22
24
24
11
(243.4)
241.7
(138.2)
48.1
(16.2)
–
–
(108.0)
300.7
(294.8)
(311.2)
126.3
(29.4)
(3.4)
(0.4)
(212.2)
–
–
(0.1)
(0.1)
(65.0)
125.0
(1.0)
(6.9)
–
(0.6)
(0.4)
–
–
51.1
(56.9)
78.1
1.7
22.9
–
22.9
–
30.0
(0.3)
(1.0)
0.2
(8.0)
(0.4)
111.2
(3.6)
128.1
(84.2)
160.7
1.6
75.8
2.3
78.1
142
ANNUAL REPORT FY23
MOLTENVENTURES.COM
143
FINANCIALS
Consolidated statement of changes in equity
For the year ended 31 March 2023
Year ended 31 March 2023
£m
Note
Share capital
Share
premium
Own shares
reserve
Brought forward as at 1 April 2022
1.5
615.9
(8.2)
Other
reserves
28.9
Retained
earnings
795.7
Total equity
1,433.8
Comprehensive expense
for the year
Loss for the year
Total comprehensive expense
for the year
Contributions by and distributions
to the owners:
Contributions of equity, net of
transaction costs and tax
Options granted and awards
exercised
Acquisition of treasury shares
Total contributions by and
distributions to the owners
Balance as at 31 March 2023
24
14, 25
25
Year ended 31 March 2022
–
–
–
–
–
–
1.5
–
–
–
–
–
–
615.9
–
–
–
(0.1)
(0.6)
(0.7)
(8.9)
–
–
–
4.4
–
4.4
33.3
(243.4)
(243.4)
(243.4)
(243.4)
–
–
–
–
–
4.3
(0.6)
3.7
552.3
1,194.1
£m
Note
Share capital
Share
premium
Own shares
reserve Other reserves
Retained
earnings
Total equity
Brought forward as at 1 April 2021
1.4
508.3
(0.3)
26.2
497.5
1,033.1
Comprehensive income
for the year
Profit for the year
Total comprehensive income
for the year
Contributions by and distributions
to the owners:
Contributions of equity, net of
transaction costs
Options granted and awards
exercised
Acquisition of treasury shares
Total contributions by and
distributions to the owners
Balance as at 31 March 2022
–
–
–
–
24
0.1
107.6
14, 25
25
–
–
0.1
1.5
–
–
107.6
615.9
–
–
–
0.1
(8.0)
(7.9)
(8.2)
–
–
–
2.7
–
2.7
28.9
300.7
300.7
–
(2.5)
–
(2.5)
795.7
300.7
300.7
107.7
0.3
(8.0)
100.0
1,433.8
The consolidated financial statements should be read in conjunction with the accompanying notes.
Notes to the consolidated financial
statements
1. General information
Name of the Company
LEI code of the Company
Domicile of Company
Legal form of the Company
Country of incorporation
Molten Ventures plc
213800IPCR3SAYJWSW10
United Kingdom
Public limited company
United Kingdom
Address of Company’s registered office
Principal place of business
20 Garrick Street, London WC2E 9BT
20 Garrick Street, London WC2E 9BT
Description of nature of entity’s operations and principal activities
Venture capital firm
Name of parent entity
Name of ultimate parent of Group
Molten Ventures plc
Molten Ventures plc
Explanation of change in name of reporting entity or other means of
identification from end of preceding reporting period
Molten Ventures plc was formerly known as Draper Esprit plc
Period covered by financial statements
1 April 2022–31 March 2023
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 2023 and for the comparative year ended 31 March 2022 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 scenarios to assess the potential impact on the
Group’s operations and portfolio companies. These downside scenarios include (i) unpredictability of exit timing, being no realisations throughout
the Going Concern period; (ii) portfolio company valuations subject to change, being a 20% 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 7.5%. 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 22(i) for further details). In order
to assess forecast covenant compliance, management have performed an assessment to identify the level at which covenants would be breached.
This is based on the current portfolio and assuming no intervention to manage a breach. For a breach to occur under these circumstances, a 33%
decrease in gross asset value would need to occur which would trigger debt repayment. The Directors do not consider this to be plausible based
on the performance in the year and the current outlook. Remedial 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 108 to 110 and the Directors’ Report on
pages 128 to 130.
Principal risks
The Group has reviewed its exposure to its principal risks and concluded that these did not have a significant impact on the financial performance
and/or position of the Group for the year and as at 31 March 2023, 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.
144
ANNUAL REPORT FY23
MOLTENVENTURES.COM
145
FINANCIALS
3. Adoption of new and revised standards
i. Adoption of new and revised standards
No changes to IFRS have impacted this year’s financial statements.
ii. Impact of standards issued not yet applied
No upcoming changes under IFRS are likely to have a material effect on the reported results or financial position. Management will continue to monitor
upcoming changes.
4. Significant accounting policies
a) Basis of preparation
The financial statements have been prepared in accordance with UK-adopted International Accounting Standards (“IAS”) and the requirements of the
Companies Act 2006 as applicable to companies reporting under those standards and International Financial Reporting Standards (“IFRS”) adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
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 14 June 2023.
The financial reporting framework that has been applied in the preparation of the Company’s financial statements (beginning on page 179) 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 108 to 110), in the Directors’ Report (pages 128 to 130) and in Note 2.
In preparing the financial statements we have considered the impact of climate change, particularly in the context of the disclosures included in the
Strategic Report this year. There has not been a material impact on the financial reporting judgements and estimates arising from our considerations.
Specifically, we note the following:
• For the fourth 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 56).
• We continue to engage ESG Consulting Partners to support us with respect to our ESG roadmap. During the year, we worked with Altruistiq and
Accenture to support us with our Climate Strategy, GHG Verification and TCFD Report for the year.
• As stated in Note 28, based on work performed so far, management have considered climate-related risks and consider these to be currently
immaterial to the value of our portfolio for FY23 (FY22: 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
Esprit Capital Partners LLP^
Nature of business
Country of incorporation
% ownership
AIFM to the Company, Molten Ventures FoF I LP and
the Esprit Funds
England and Wales
100%
Elderstreet Holdings Limited^
Intermediate holding company
Elderstreet Investments Limited^
AIFM to Molten Ventures VCT plc (formerly Draper
Esprit plc) and Molten SP I LLP
England and Wales
England and Wales
Grow Trustees Limited^
Trustee of the Group’s employment benefit trust
England and Wales
Molten Ventures Advisors Ltd^
Investment Adviser to the Growth Fund
Molten Ventures (Nominee) Limited^
Dormant
Encore Ventures LLP^
AIFM to the Encore Funds
Esprit Capital I (GP) Limited^
General Partner and co-invest vehicle
Esprit Capital I General Partner^
Esprit Capital II GP Limited†
General Partner
General Partner
Esprit Capital III Founder GP Limited*
General Partner
Esprit Capital III GP LP*
Encore I Founder GP Limited†
General Partner
General Partner
Encore I GP Limited†
Intermediate holding company
Esprit Capital Holdings Limited^
Dormant
Esprit Nominees Limited^
Nominee company
Esprit Capital I (CIP) Limited^
Dormant
Esprit Capital III MLP LLP^
Intermediate holding company
Esprit Capital III GP Limited^
General Partner (dormant)
Molten Ventures Growth Fund I GP S.a.r.l‡
General Partner (dormant)
Molten Ventures Growth SP GP LLP^
General Partner (dormant)
Molten Ventures FoF I GP LLP^
General Partner
Molten Ventures Investments GP LLP^
General Partner
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
Cayman Islands
Scotland
Scotland
Cayman Islands
Cayman Islands
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
Luxembourg
England and Wales
England and Wales
England and Wales
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
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.
146
ANNUAL REPORT FY23
MOLTENVENTURES.COM
147
FINANCIALSNotes to the consolidated financial statements CONTINUED
4. Significant accounting policies 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 15. 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 include the sale of the investment via private placement or in a
public market, IPO, trade sale of a company, and distributions to investors from funds invested into. All exits are approved by a sub-committee of
the Investment Committee, following a similar approval process to any approval of a new investment, requiring a majority vote. Although Molten
Ventures plc holds these investments indirectly, it has been deemed appropriate to directly consider the investment strategies for the portfolio as the
intermediary investment vehicles discussed below were formed to hold investments on behalf of Molten Ventures plc. Molten Ventures plc evaluates
its investments on a fair value basis and reports this financial information to its Shareholders.
The Directors have also satisfied themselves that Molten Ventures plc’s wholly owned subsidiary, Molten Ventures (Ireland) Limited, as well as certain
partnerships listed below, meet the characteristics of an investment entity. Although they have one or two investors, in substance these partnerships
and companies are investing funds on behalf of the Shareholders of Molten Ventures plc. They have obtained funds for the purpose of acquiring
equity interests in high-growth technology businesses with the purpose of capital appreciation over the life of the investments for the benefit of
Shareholders of Molten Ventures plc and this has been communicated directly to the Shareholders. Exit strategies for investments (directly or indirectly)
are 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.
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
Molten Ventures (Ireland) Limited1
Investment entity
Esprit Capital III LP2
Esprit Capital III (B) LP2
Esprit Capital IV LP2
DFJ Europe X LP3
Esprit Investments (1) LP2
Esprit Investments (2) LP2
Esprit Investments (1) (B) LP2
Seedcamp Holdings LLP2
Seedcamp Investments LLP4
Seedcamp Investments II LLP4
Esprit Investments (2) (B) LP2
SC_4_OF1 LP5
Limited partnership pursuant to which the Group makes
certain investments
Limited partnership pursuant to which the Group makes
certain investments
Limited partnership pursuant to which the Group makes
certain investments
Limited partnership pursuant to which the Group makes
certain investments
Limited partnership pursuant to which the Group makes
certain investments
Limited partnership pursuant to which the Group makes
certain investments
Limited partnership pursuant to which the Group and
Molten Ventures FoF I LP hold Fund of Fund investments
Limited liability partnership which holds investments
acquired from Seedcamp
Limited liability partnership which holds investments
acquired from Seedcamp
Limited liability partnership which holds investments
acquired from Seedcamp
Country of incorporation
% ownership
Republic of Ireland
England and Wales
100%
100%
England and Wales
100%
England and Wales
100%
Cayman Islands
100%
England and Wales
100%
England and Wales
100%
England and Wales
89%7
England and Wales
100%
England and Wales
100%
England and Wales
100%
Limited partnership pursuant to which the Group and
Molten Ventures FoF I LP hold Fund of Fund investments
England and Wales
89%7
Limited partnership pursuant to which the
Group holds certain investments
England and Wales
100%
Molten Ventures Investments LP2
Limited partnership pursuant to which the Group makes
certain investments
England and Wales
100%
Molten Ventures Growth Fund I SCSp6 Limited partnership pursuant to which the Group makes
Luxembourg
100%
Molten Ventures Holdings Limited2
Esprit Investments (2)(B)(i) LP2
Esprit Investments 2(B)(ii) LP2
Molten Ventures FoF I LP2
certain investments (dormant)
Intermediate Company and Qualifying Asset Holding
Company (“QAHC”)
Limited partnership pursuant to which the Group makes
certain investments
Limited partnership pursuant to which the Group makes
certain investments
England and Wales
100%
England and Wales
100%
England and Wales
100%
Limited partnership under the Group’s management which
makes Fund of Fund investments
England and Wales
50%
1
2
3
4
5
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.
6 412F, Route d’Esch, Grand Duchy of Luxembourg, 1471, Luxembourg.
7
22% is held by Molten Ventures FoF I LP of which Molten and a third party are both 50% LPs
148
ANNUAL REPORT FY23
MOLTENVENTURES.COM
149
FINANCIALSNotes to the consolidated financial statements CONTINUED
4. Significant accounting policies continued
Limited partnerships (co-invest and carried interest)
Carried interest vehicles/co-investment limited partnerships (“CIPs”) – the Group’s general partners are members of these limited partnerships.
These vehicles are set up with two purposes: 1) to facilitate payments of carried interest from the fund to carried interest participants; and 2) in certain
circumstances to facilitate co-investment into the funds. Carried interest and co-investment partnerships are investment entities and are measured at
FVTPL with reference to the performance conditions described in Note 4(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:
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.
Country of incorporation
The EIS/VCT funds have the following details:
Name of undertaking
Encore I GP LP^
Esprit Capital II Founder LP^
Esprit Capital II Founder 2 LP^
Encore I Founder LP^
Encore I Founder 2014 LP^
Encore I Founder 2014-A LP^
Esprit Capital III Founder LP*
Principal activity
General partner
Co-investment limited partnership
Co-investment limited partnership
Co-investment limited partnership
Co-investment limited partnership
Co-investment limited partnership
Co-investment limited partnership/carry partner
Esprit Investments (2) (Carried Interest) LP*
Esprit Capital III (Carried Interest) LP*
Esprit Investments (1) (Carried Interest) LP*
Molten Ventures Growth I Special Partner LP*
Carry vehicle
Carry vehicle
Carry vehicle
Carry vehicle
Molten Ventures Investments (Carried Interest) LP*
Carry vehicle
Molten Ventures FoF I (Special Partner) LP*
Carry vehicle
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Cayman Islands
Scotland
Scotland
Scotland
Scotland
Scotland
Scotland
Scotland
Molten SP I LLP †
Third Party Capital Investment vehicle structured as a limited
liability partnership
England and Wales
^ c/o Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1–1104, Cayman Islands.
* 50 Lothian Road, Festival Square, Edinburgh, Scotland EH3 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, 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. Within the current financial year, the Group has acquired assets within Esprit Fund 2 with a fair
value of £1.9 million as of 31 March 2023.
Other than Esprit Fund 2, 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.
EIS funds : DFJ Esprit Angels’ EIS Co-Investment Fund, DFJ Esprit Angels’ EIS Co-Investment II, DFJ Esprit EIS III, DFJ Esprit EIS IV, Draper Esprit EIS 5, and
Molten Ventures EIS.
VCT funds : Molten Ventures VCT plc – 6th Floor St Magnus House, 3 Lower Thames Street, London, England EC3R 6HD.
Audit exemption for members of the Group
The following entities are included in the parent’s consolidated accounts. As a result of section 479A of the Companies Act 2006, these subsidiaries are
exempt from the requirements of the Companies Act 2006 relating to the audit of accounts under section 475 of the Companies Act 2006.
Esprit Capital Holdings Limited, Esprit Capital I (CIP) Limited, Molten Ventures (Nominee) Limited, Esprit Nominees Limited, Grow Trustees Limited,
Esprit Capital III MLP LLP, Esprit Capital III GP Limited, Esprit Capital I (GP) Limited, Esprit Capital III Founder GP Limited, Elderstreet Holdings Limited,
Encore I GP Limited, Encore I Founder GP Limited, Esprit Capital I General Partner, Esprit Capital III GP LP, 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, there has not yet been any grant-making activity. No activity took place in the year ended 31 March 2022. Charitable
Incorporated Organisation status was entered onto the Register of Charities with the Registered Charity Number 1198436 on 30 March 2022. Stuart
Chapman is one of the three Trustees of the Esprit Foundation and is also an Executive Director on the Board of Molten Ventures plc.
c) Operating segment
IFRS 8, ‘Operating Segments’, defines operating segments as those activities of an entity about which separate financial information is available and
which are evaluated by the Chief Operating Decision Maker to assess performance and determine the allocation of 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 £1.0 million). Although
the managers of our EIS funds, VCT funds and plc funds have a management committee, the majority of those sitting on the committees are consistent
across all. Taking into account the above points, and in line with IFRS 8, the investment portfolio (across all funds) has been aggregated into one single
operating segment.
Legacy funds – the legacy funds (Esprit Capital I Fund No 1 LP, Esprit Capital Fund No 2 LP, Esprit Capital II LP, Esprit Capital Fund III (i) LP and Esprit
Capital Fund III (i) A 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 the Chief Operating Decision Maker does not primarily rely on net interest revenue to
assess the performance of the Group and make decisions about resource allocation. Therefore, the Group reports interest revenue separately from
interest expense.
The Group’s management considers the Group’s investment portfolio represents a coherent and diversified portfolio with similar economic
characteristics and as a result these individual investments have been aggregated into a single operating segment. In the view of the Directors, there is
accordingly one reportable segment under the provisions of IFRS 8.
150
ANNUAL REPORT FY23
MOLTENVENTURES.COM
151
FINANCIALSNotes to the consolidated financial statements CONTINUED
4. Significant accounting policies 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 when the timing can be measured and amount reliably determined, measured at the fair value of the consideration received
or receivable. This represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales-related
taxes.
All revenue from services is generated within the UK and is stated exclusive of value added tax.
Revenue 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.
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.
152
ANNUAL REPORT FY23
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.
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.
MOLTENVENTURES.COM
153
FINANCIALSNotes to the consolidated financial statements CONTINUED
4. Significant accounting policies continued
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 28, 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 22(i) for further detail regarding the debt facility entered into during the year.
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.
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.
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 on hand and deposits held at call with financial institutions.
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.
154
ANNUAL REPORT FY23
MOLTENVENTURES.COM
155
FINANCIALSNotes to the consolidated financial statements CONTINUED 4. Significant accounting policies continued
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)).
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 2023.
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 German or seed investments. These
investments are considered to be “Fund of Fund investments” for the Group and are recognised at their NAV at the year-end date. These Fund of Fund
investments are not controlled by the Group and some do not have coterminous year-ends with the Group. To value these investments, management
obtains the latest audited financial statements or partner reports of the investments and discusses further movements with the management of the
funds following consideration of whether the funds follow the International Private Equity and Venture Capital Guidelines (“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.
The estimates required to determine the appropriate valuation methodology of investments means there is a risk of material adjustment to the carrying
amounts of assets and liabilities. These estimates include whether to increase or decrease investment valuations and require the use of assumptions
about the carrying amounts of assets and liabilities that are not readily available or observable.
The fair value of investments is established with reference to the International Private Equity and Venture Capital Valuation Guidelines. 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 2023 and 31 March 2022 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 28 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.
6. Changes in (losses)/gains on investments held at fair value through profit or loss
Year ended
31 March 2022
Year ended
31 March 2023
Changes in unrealised (losses)/gains on investments held at fair value through profit or loss
Changes in realised gains on investments held at fair value through profit or loss
Net foreign exchange gain on investments held at fair value through profit or loss
Total movements on investments held at fair value through profit or loss
£m
(305.3)
22.8
42.4
(240.1)
£m
217.6
95.9
15.9
329.4
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:
Management fees
Performance fees
Promoter’s fees
Directors’ and other fees
Total fee income
Year ended
31 March 2023
Year ended
31 March 2022
£m
21.6
–
0.9
0.2
22.7
£m
17.8
2.5
1.4
0.1
21.8
156
ANNUAL REPORT FY23
MOLTENVENTURES.COM
157
FINANCIALSNotes to the consolidated financial statements CONTINUED
8. General administrative expenses
Administrative expenses comprise:
Employee and employee-related expenses (Note 9)
Legal and professional
Performance fees payable
Marketing expenses
Building costs and rates
Travel expenses
IT expenses
Listing fees
Other administrative costs
Total administrative expenses
9. Employee and employee-related expenses
Employee benefit expenses (including Directors) comprise:
Wages and salaries
Defined contribution pension costs
Benefits (healthcare and life assurance)
Recruitment costs
Social security contributions and similar taxes
General employee and employee-related expenses
Share-based payment expense arising from Company share option scheme
Total employee benefit expenses
Year ended
31 March 2023
£m
12.3
3.6
–
0.6
0.5
0.5
0.5
0.1
0.6
18.7
Year ended
31 March 2022
£m
11.9
2.5
2.0
1.1
0.4
0.3
0.3
0.2
0.8
19.5
Year ended
31 March 2023
£m
9.6
0.9
0.3
0.2
1.3
12.3
4.4
16.7
Year ended
31 March 2022
£m
9.0
0.8
0.3
0.2
1.6
11.9
3.7
15.6
10. Auditor’s remuneration
The (loss)/profit for the year has been arrived at after charging:
Fees paid to the Company’s Auditors for the audit of the Company and Group consolidated financial statements
Fees payable to the Company’s Auditors and associates for other services:
Audit of the financial statements of the subsidiaries and related undertakings
Audit-related assurance services
Non-audit services
Total fees payable to the Company’s Auditors
Year ended
31 March 2023
£m
0.4
0.2
0.1
–
0.7
Year ended
31 March 2022
£m
0.3
0.1
0.1
0.3
0.8
Audit-related assurance services paid to the Company’s Auditors in the year were £25k related to CASS reporting to the FCA in respect of certain
subsidiaries (for the year ended 31 March 2022: £18k), £61k in respect of the review of the Group’s interim financial statements (for the year ended
31 March 2022: £46k).
Non-audit services paid to the Company’s Auditors in the year were £Nil in respect of reporting accountant services (for the year ended 31 March 2022:
£305k).
11. Net finance expense
Interest on leases
Interest and expenses on loans and borrowings
Finance expense
Interest income on cash and cash equivalents
Net foreign exchange gain
Finance income
Net finance expense
Year ended
31 March 2023
Year ended
31 March 2022
£m
–
(7.1)
(7.1)
–
1.7
1.7
(5.4)
£m
(0.1)
(1.3)
(1.4)
0.2
1.6
1.8
(0.4)
12. Income taxes
The charge to tax, which arises in the Group and the corporate subsidiaries included within these financial statements, is:
The monthly average number of persons (including Executive and Non-Executive Directors) employed by the Group during the year was:
Executive Directors
Non-Executive Directors
Investment
Infrastructure
Total
Year ended
31 March 2023
Number
Year ended
31 March 2022
Number
3
5
22
28
58
3
4
16
25
48
At 31 March 2023, there were four Non-Executive Directors (31 March 2022: five). See Nomination Committee report for further details of changes in the
year.
Infrastructure comprises finance, marketing, human resources, legal, IT, and administration.
Current tax expense
Current tax on profits for the year
Adjustments for under/(over) provision in prior years
Total current tax expense
Deferred tax (expense)/benefit
Prior year correction on deferred tax
Movement on deferred tax
Total deferred tax benefit/(expense)
Income tax benefit/(expense)
Year ended
31 March 2023
Year ended
31 March 2022
£m
–
–
–
–
–
3.3
3.3
3.3
£m
–
(0.1)
(0.1)
(20.5)
(3.7)
(24.2)
(24.3)
158
ANNUAL REPORT FY23
MOLTENVENTURES.COM
159
FINANCIALSNotes to the consolidated financial statements CONTINUED
12. Income taxes continued
The UK standard rate of corporation tax is 19% as at year-end (for the year ended 31 March 2022: 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)/profit for the year before tax are as follows:
(Loss)/profit for the year before tax
Tax at the UK tax rate of 19% (31 March 2022: 19%)
Taxable gains
Losses/(gains) on investments
Prior year correction on deferred tax
Movement on deferred tax
Other
Income tax expense
Year ended
31 March 2023
Year ended
31 March 2022
£m
(243.4)
(46.2)
–
45.6
–
3.3
0.6
3.3
£m
325.0
61.8
1.1
(62.6)
20.5
3.7
(0.2)
24.4
The standard rate of corporation tax will increase to 25% from 1 April 2023.
13. (Loss)/earnings per share and net asset value
The calculation of basic earnings per weighted average shares is based on the profit attributable to Shareholders and the weighted average number
of shares. When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effect of all dilutive
share options and awards.
Basic (loss)/earnings per ordinary share
For the year ended 31 March 2023
For the year ended 31 March 2022
Diluted (loss)/earnings per ordinary share
For the year ended 31 March 2023
For the year ended 31 March 2022
(Loss)/profit
after tax
No. of shares
£m
(243.4)
300.7
m
153.0
150.1
(Loss)/profit
after tax
No. of shares1
£m
(243.4)
300.7
m
153.7
151.9
Pence
per share
(159)
200
Pence
per share
(158)
198
1
The basic number of shares is 153.0 million (FY22: 150.1 million). This has been adjusted to calculate the diluted number of shares by accounting for options of 0.7 million in the year (FY22: 1.8 million)
to get to the diluted number of shares of 153.7 million (FY22: 151.9 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
As at 31 March 2023
At at 31 March 2022
Diluted net asset value per ordinary share
As at 31 March 2023
As at 31 March 2022
Net assets
No. of shares
£m
1,194.1
1,433.8
m
153.0
153.0
Net assets
No. of shares1
£m
1,194.1
1,433.8
m
153.7
154.9
Pence
per share
780
937
Pence
per share
777
926
1
The basic number of shares is 153.0 million (FY22: 153.0 million). This has been adjusted to calculate the diluted weighted average number of shares by accounting for options of 0.7 million in the year
(FY22: 1.9 million) to get to the diluted weighted average number of shares of 153.7 million (FY22: 154.9 million).
14. Share-based payments
Date of
Grant
b/f
1 April 2022
(No.)
Granted in
the year
(No.)
28–Nov–16
522,419
11–Nov–17
28–Nov–17
30–Jul–18
120,000
306,384
664,450
12–Feb–19
556,868
–
–
–
–
–
Lapsed in
the year
(No.)
(23,099)
–
–
(13,700)
(10,000)
26–Nov–19
200,000
–
(200,000)
29–Jun–20
200,000
26–Jul–21
53,270
29–Jun–20
561,577
560,887
16–Jul–21
17–Jul–22
17–Jul–22
–
–
–
–
–
(14,337)
–
–
–
479,587
(9,586)
543,609
–
Exercised
in the year
(No.)
c/f
31 Mar
2023
(No.)
Vesting
period
Exercise
price
(pence)
Fair value
per granted
instrument
(pence)
–
–
–
–
–
–
–
499,320
3 years
120,000
3 years
306,384
3 years
650,750
3 years
546,868
3 years
–
3 years
200,000
3 years
(16,906)
36,364
1 year
–
–
–
–
547,240
3 years
560,887
1 year
470,001
3 years
543,609
5 years*
355
359
387
492
530
467
449
1
1
1
1
1
64.1
89.8
70.9
152.9
67.8
71.5
81.2
986.0
449.0
940.0
540.0
540.0
17–Jun–22
–
211,110
–
–
255,168
2 years
1
540.0
3,745,855
1,234,306
(270,722)
(16,906)
4,692,533
Molten Ventures
plc 2016 Company
Share Option Scheme
(“CSOP”)
Molten Ventures plc
Long-Term Incentive
Plan (“LTIP”)
Molten Ventures plc
Deferred Benefit
Plan (“DBP”)
Total
* 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
As at 1 April
Granted during the year
Lapsed in the year
Exercised during the year
As at 31 March
Year ended
31 March 2023
Year ended
31 March 2022
3,745,855
4,056,293
1,234,306
(270,722)
(16,906)
637,526
(43,488)
(904,476)
4,692,533
3,745,855
Both the CSOP and LTIP are, as of 31 March 2023, partly administered by the Molten Ventures Employee Benefit Trust (“Trust”). The Trust is consolidated
in these consolidated financial statements. The Trust may purchase shares from the market and, from time to time, when the options are exercised, the
Trust transfers the appropriate number of shares to the employee or sells these as agent for the employee. The proceeds received, net of any directly
attributable transaction costs, are credited directly to equity. Shares held by the Trust at the end of the reporting period are shown as own shares in the
consolidated financial statements (see Note 25(i)). Of the 16,906 options exercised during the year, none were satisfied with new ordinary shares issued
by Molten Ventures plc (FY22: 0.9 million options exercised with no new ordinary shares issued) (see Note 24). All outstanding options have been
assessed to be reportable as equity-settled.
For share options granted under the CSOP, the Black-Scholes Option Pricing Model has been used for valuation purposes. All options are settled in
shares. Volatility is expected to be in the range of 20–30% based on an analysis of the Company’s and peer group’s share price. The risk-free rates
used were taken from zero coupon United Kingdom government bonds on a term consistent with the vesting period. There are no non-market
performance conditions attached to the share options granted under the CSOP.
Share options granted during the 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 2023, the best estimate for expected vesting of unvested share options is 81%.
In the year ended 31 March 2023, it was agreed that 0% (31 March 2022: 50%) of the Executive Team’s bonus for that financial year would be deferred
in shares of Molten Ventures plc. FY23 bonus amounts were paid in cash for an amount up to 100% (FY22: 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 £4.4 million (year ended 31 March 2022: £3.7 million).
160
ANNUAL REPORT FY23
MOLTENVENTURES.COM
161
FINANCIALSNotes to the consolidated financial statements CONTINUED
15. Intangible assets
As at 31 March 2023
Cost
Cost carried forward as at 1 April 2022
Additions during the period
Cost as at 31 March 2023
Accumulated amortisation
Amortisation carried forward as at 1 April 2022
Charge for the period
Accumulated amortisation as at 31 March 2023
Net book value:
As at 31 March 2023
As at 31 March 2022
Cost
Cost carried forward as at 1 April 2021
Acquisition of business
Cost as at 31 March 2022
Accumulated amortisation
Amortisation carried forward as at 1 April 2021
Charge for the year
Accumulated amortisation as at 31 March 2022
Net book value:
As at 31 March 2022
Goodwill
£m
Customer
contracts
£m
10.4
–
10.4
–
–
–
1.1
–
1.1
(0.8)
(0.2)
(1.0)
Total
£m
11.5
–
11.5
(0.8)
(0.2)
(1.0)
10.4
0.1
10.5
Goodwill
£m
Customer
contracts
£m
10.4
–
10.4
–
–
–
1.1
–
1.1
(0.6)
(0.2)
(0.8)
Total
£m
11.5
–
11.5
(0.6)
(0.2)
(0.8)
10.4
0.3
10.7
The amortisation charge for the year is shown in the “depreciation and amortisation” line of the consolidated statement of comprehensive income.
16. Financial assets held at fair value through profit or loss
The Group holds investments through investment vehicles it manages. The investments are carried at fair value through profit or loss. The Group’s
valuation policies are set out in Note 5(a) and Note 28. The table below sets out the movement in the balance sheet value of investments from the start
to the end of the year, showing investments made, cash receipts and fair value movements.
As at 1 April
Investments made in the period1
Loans repaid from underlying investment vehicles
Carry external
Non-investment cash movement
Unrealised gains on the revaluation of investments
As at 31 March
Year ended
31 March 2023
Year ended
31 March 2022
£m
1,410.8
138.2
(48.1)
2.1
14.1
(240.1)
1,277.0
£m
867.1
311.2
(126.3)
13.5
15.9
329.4
1,410.8
1
Investments and loans made in the year are amounts the Group has invested in underlying investment vehicles. This is not the equivalent to the total amount invested in portfolio companies as
existing cash balances from the investment vehicles are reinvested.
17. Related undertakings
For further details of other related undertakings within the Group, see Note 4(b).
Please see below details of investments held by the Group’s investment companies, where the ownership percentage or partnership interest exceeds
20%. These are held at fair value through the profit or loss in the statement of financial position.
Name
Address
RavenPack Holding AG Churerstrasse 135,
Principal activity
Trading company
CH-8808 Pfäffikon, Switzerland
FinalCAD
4, rue Jules Lefebvre 75009 Paris
Trading company
Type of shareholding
Ordinary shares
Preference shares
Ordinary shares
Preference shares
Earlybird GmbH & Co.
Beteiligungs-KG IV
c/o Earlybird Venture Capital,
Maximilianstr. 14, 80539, München
Limited partnership pursuant to which
the Group holds certain investments
Partnership interest
Earlybird Special
Opportunities LP
c/o Earlybird Venture Capital,
Maximilianstr. 14, 80539, München
Limited partnership pursuant to which
the Group holds certain investments
Partnership interest
Earlybird DWES Fund VI
GmbH & Co. KG
c/o Earlybird Venture Capital,
Maximilianstr. 14, 80539, München
Limited partnership pursuant to which
the Group holds certain investments
Partnership interest
* 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 27.
18. Property, plant and equipment
Interest FD category*
at reporting date/
partnership interest
D
D
26%
34%
56%
As at 31 March 2023
Cost
Cost carried forward as at 1 April 2022
Additions during the period
Disposals during the year
Cost as at 31 March 2023
Accumulated depreciation
Depreciation carried forward as at 1 April 2022
Charge for the period
Disposals during the year
Accumulated depreciation as at 31 March 2023
Net book value:
As at 31 March 2023
Right-of-use
assets
Leasehold
improvements
Computer
equipment
£m
1.6
–
–
1.6
(1.0)
(0.3)
–
(1.3)
£m
0.8
–
–
0.8
(0.6)
(0.1)
–
(0.7)
£m
0.2
–
–
0.2
(0.1)
(0.1)
–
(0.2)
0.3
0.1
Nil
Total
£m
2.6
–
–
2.6
(1.7)
(0.5)
–
(2.2)
0.4
162
ANNUAL REPORT FY23
MOLTENVENTURES.COM
163
FINANCIALSNotes to the consolidated financial statements CONTINUED
18. Property, plant and equipment continued
21. Trade and other payables
As at 31 March 2022
Cost
Cost carried forward as at 1 April 2021
Additions during the period
Disposals during the year
Cost as at 31 March 2022
Accumulated depreciation
Depreciation carried forward as at 1 April 2021
Charge for the period
Disposals during the year
Accumulated depreciation as at 31 March 2022
Net book value:
As at 31 March 2022
Right-of-use
assets
Leasehold
improvements
Computer
equipment
£m
1.6
–
–
1.6
(0.7)
(0.3)
–
(1.0)
£m
0.8
–
–
0.8
(0.4)
(0.2)
–
(0.6)
£m
0.1
0.1
–
0.2
–
(0.1)
–
(0.1)
Total
£m
2.5
0.1
–
2.6
(1.1)
(0.6)
–
(1.7)
0.6
0.2
0.1
0.9
The depreciation charge for the year is shown in the “depreciation and amortisation” line of the consolidated statement of comprehensive income.
19. Operating segments
The Group follows the accounting policy on operating segments laid out in Note 4(c).
20. Trade and other receivables
Trade receivables
Other receivables and prepayments
Total
Expected credit losses for these receivables are expected to be immaterial.
The ageing of trade receivables at reporting date is as follows:
Not past due
Past due 1–30 days
Past due 31–60 days
More than 60 days
Total
31 March 2023
31 March 2022
£m
3.1
1.9
5.0
£m
1.1
1.7
2.8
31 March 2023
31 March 2022
£’m
2.9
0.1
–
0.1
3.1
£m
1.0
–
–
0.1
1.1
Trade receivables are held at amortised cost. The maximum exposure to credit risk of the receivables at the reporting date is the fair value of each
class of receivable mentioned above, which is as shown above due to the short-term nature of the trade receivables. The Group does not hold any
collateral as security.
Trade payables
Other taxation and social security
Other payables
Accruals and deferred income
Accrued tax expense
Total
All trade and other payables are short term.
22. Financial liabilities
Current liabilities
Leases
Loans and borrowings
Total current financial liabilities
Non-current liabilities
Leases
Loans and borrowings
Total non-current financial liabilities
Total
The below table shows the changes in liabilities from financing activities.
At 1 April 2021
Capitalisation of costs
Amortisation of costs
Drawdowns
Repayment of debt
Other changes – Interest payments (presented as cash flows)
Repayment of lease liabilities
At 31 March 2022
Capitalisation of costs
Amortisation of costs
Drawdowns
Repayment of debt
Other changes – Interest payments (presented as cash flows)
Repayment of lease liabilities
At 31 March 2023
31 March 2023
31 March 2022
£m
(0.8)
(0.2)
(2.4)
(6.2)
–
(9.6)
£m
(0.5)
(0.5)
(1.9)
(11.1)
(0.3)
(14.3)
31 March 2023
31 March 2022
£m
(0.3)
–
(0.3)
–
(89.0)
(89.0)
(89.3)
Borrowings
£m
0.4
0.3
(0.4)
(30.0)
–
–
–
(29.7)
1.0
(0.3)
(125.0)
65.0
–
–
(89.0)
£m
(0.4)
–
(0.4)
(0.3)
(29.7)
(30.0)
(30.4)
Leases
£m
(1.0)
–
–
–
–
(0.1)
0.4
(0.7)
–
–
–
–
–
0.4
(0.3)
164
ANNUAL REPORT FY23
MOLTENVENTURES.COM
165
FINANCIALSNotes to the consolidated financial statements CONTINUED
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.
Issue of share capital during the year for cash
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:
As at 31 March
22. Financial liabilities continued
22(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 SVB UK Limited (“SVB”), 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; listed shares; 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 10%
(1.10:1.00). The lenders may commission quarterly independent valuations of the investment portfolio.
The Debt Facility replaced the Company’s previous revolving credit facility with SVB and Investec Bank plc of £65.0 million, which was repaid in full. In
addition to repaying the previous facility, the Debt Facility may be used for general working capital purposes and to finance the purchase of portfolio
companies, but cannot be used to fund share buybacks. The Group incurred transaction fees of £1.0 million, which are presented within loans and
borrowings on the statement of financial position and are amortised over the life of the facility, and to date professional fees of £0.4 million have been
accrued arising from the negotiation of the Debt Facility Agreement, which have been presented in general administrative expenses. Interest-related
charges are reported in the consolidated statement of comprehensive income as finance costs (see Note 11).
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.
• Maintain a value to cost ratio of investments of at least 10% (1.10:1.00).
• Total financial indebtedness not to exceed 20% (10% 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).
Bank loan senior facility amount
Interest rate
Drawn at balance sheet date
Arrangement fees
Loan liability balance
Undrawn facilities at balance sheet date
£m
150
£m
65.0
SONIA + 5.5% BOE base rate + 6.25%
(90.0)
1.0
(89.0)
60.0
(30.0)
0.3
(29.7)
35.0
The Company was amortising costs relating to the inception, increase and extension over the life of the previous facility. On extinguishment of this
liability, the costs were recognised in full in the condensed consolidated interim statement of comprehensive income. The interest reserve account
previously held with SVB no longer forms part of the security package (balance on consolidated statement of financial position as at 31 March 2022:
£2.3 million).
23. Deferred tax
Deferred tax is calculated in full on temporary differences under the balance sheet liability method using the tax rate expected to apply when the
temporary differences reverse. See breakdown below:
31 March 2023
31 March 2022
Arising on share-based payments
Deferred tax asset
Arising on share-based payments
Arising on business combination
Arising on co-invest and carried interest
Arising on the investment portfolio
Other timing differences
Deferred tax liability
24. Share capital and share premium
Ordinary share capital
Year ended 31 March 2023 – Allotted and fully paid
As at 1 April
£m
–
–
(1.0)
–
(0.3)
(20.9)
(0.3)
(22.5)
Number
Pence
152,999,853
–
152,999,853
1
–
1
£m
1.6
1.6
–
(0.1)
(0.3)
(25.6)
(0.1)
(26.1)
£m
1.5
–
1.5
£’m
1.4
0.1
1.5
31 Mar 2023
31 Mar 2022
£m
615.9
–
–
615.9
£m
508.3
111.2
(3.6)
615.9
Year ended 31 March 2022 – Allotted and fully paid
Number
Pence
As at 1 April
Issue of share capital during the year for cash¹
As at 31 March
139,097,075
13,902,778
152,999,853
1
1
1
1
In June 2021, the Company raised gross proceeds of £111.2 million at a placing price of 800 pence per share by way of a placing of 13,902,778 new ordinary shares.
31 Mar 2023
31 Mar 2022
Premium arising on the issue of ordinary shares
Share premium
Allotted and fully paid
As at 1 April
Equity issuance costs
As at 31 March
25. Own shares and other reserves
i. Own shares reserve
Own shares are shares held in Molten Ventures plc that are held by Molten Ventures Employee Benefit Trust (“Trust”) for the purpose of issuing shares
under the Molten Ventures plc 2016 Company Share Options Plan and Long-Term Incentive Plan. Shares issued to employees are recognised on a
weighted average cost basis. The Trust holds 0.72% of the issued share capital at 31 March 2023.
As at 1 April
Acquisition of shares by the Trust
Disposal or transfer of shares by the Trust*
As at 31 March
31 Mar 2023
31 Mar 2022
No. of shares
No. of shares
m
(0.9)
(0.2)
–
(1.1)
£’m
(8.2)
(0.6)
(0.1)
(8.9)
m
(0.1)
(0.8)
–
(0.9)
£’m
(0.3)
(8.0)
0.1
(8.2)
* 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 2023 were £Nil (year ended 31 March 2022: £Nil).
166
ANNUAL REPORT FY23
MOLTENVENTURES.COM
167
FINANCIALSNotes to the consolidated financial statements CONTINUED
25. Own shares and other reserves CONTINUED
ii. Other reserves
The following table shows a breakdown of the “other reserves” line in the consolidated interim statement of financial position and the movements in
those reserves during the period. A description of the nature and purpose of each reserve is provided below the table.
Year ended 31 March 2023
As at 1 April
Share-based payments
Share-based payments – exercised during the year
As at 31 March
Year ended 31 March 2022
As at 1 April
Share-based payments
Share-based payments – exercised during the year
As at 31 March
Share-based
payments
reserve
resulting from
Company share
option scheme
Share-based
payments
reserve
resulting from
acquisition of
subsidiary
£m
5.0
4.4
–
9.4
£m
10.8
–
–
10.8
Merger relief
reserve
£m
13.1
–
–
13.1
Share-based
payments
reserve
resulting from
Company share
option scheme
Share-based
payments
reserve
resulting from
acquisition of
subsidiary
£m
2.3
3.7
(1.0)
5.0
£m
10.8
–
–
10.8
Merger relief
reserve
£m
13.1
–
–
13.1
Total other
reserves
£m
28.9
4.4
–
33.3
Total other
reserves
£m
26.2
3.7
(1.0)
28.9
Merger relief reserve
In accordance with the Companies Act 2006, a Merger Relief Reserve of £13.1 million (net of the cost of share capital issued of £80k) was created on
the issue of 4,392,332 ordinary shares for 300 pence each in Molten Ventures plc as consideration for the acquisition of 100% of the capital interests in
Esprit Capital Partners LLP on 15 June 2016.
Share-based payment reserve
Where the Group engages in equity-settled share-based payment transactions, the fair value at the date of grant is recognised as an expense over the
vesting period of the options. The corresponding credit is recognised in the share-based payment reserve. Please see Note 14 for further details on
how the fair value at the date of grant is recognised.
26. Adjustments to reconcile operating (loss)/profit to net cash outflow in
operating activities
Adjustments to reconcile operating (loss)/profit to net cash outflow in operating activities:
Revaluation of investments held at fair value through profit or loss
Depreciation and amortisation
Share-based payments – resulting from Company share option scheme
Finance income
Finance expense
(Decrease)/increase in deferred tax
Decrease/(increase) in trade and other receivables and other working capital movements
(Decrease)/increase in trade and other payables
Year ended
31 March 2023
Year ended
31 March 2022
Notes
£m
£m
6
15, 18
14
11
11
23
240.1
(329.4)
0.7
4.4
(1.7)
7.1
(5.2)
(1.0)
(2.7)
0.8
3.7
(1.8)
1.4
25.6
(0.6)
5.5
Adjustments to reconcile operating (loss)/profit to net cash outflow in operating activities
241.7
(294.8)
Please see Note 22 for the changes in liabilities from financing activities.
27. Retirement benefits
The Molten Ventures Group makes contributions to personal pension schemes set up to benefit its employees. The Group has no interest in the
assets of these schemes and there are no liabilities arising from them beyond the agreed monthly contribution for each employee or member that is
included in employment costs in the profit and loss account as appropriate.
28. Fair value measurements
i. Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at
fair value in the financial statements. This section should be read with reference to Note 5 and Note 16. As 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 FY23 owing to the
nature of the underlying investments (FY22: 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 2023. 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 sections of the Strategic Report.
The Group classifies financial instruments measured at fair value through profit or loss (“FVTPL”) according to the following fair value hierarchy
prescribed under the accounting standards:
• Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date
(31 March 2023; and 31 March 2022 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 FY22 and FY23 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 FY22 and FY23. For details of the reconciliation of those amounts please refer
to Note 16. The additional disclosures below are made on a look-through basis and are based on the Gross Portfolio Value (“GPV”). In order to arrive
at the Net Portfolio Value (“NPV”), which is the value recognised as investments held at FVTPL in the statement of financial position, the GPV is subject
to deductions for the fair value of carry liabilities and adjustments for Irish deferred tax. UK deferred tax is recognised in the consolidated statement of
financial position as a liability to align the recognition of deferred tax to the location in which it will likely become payable on realisation of the assets.
For details of the GPV and its reconciliation to the investment balance in the financial statements, please refer to the extract of the Gross Portfolio Value
table below:
Investments
Total Portfolio
Co-invest
Gross Portfolio Value
Carry external
Portfolio deferred tax
Trading carry and
co-invest
Non-investment cash
movement
Fair Value of
Investments
31-Mar-22
£m
Investments
£m
Realisations
£m
1,529.7
138.2
(48.1)
1.8
1,531.5
(121.5)
0.5
0.3
–
–
–
138.2
(48.1)
–
–
–
–
2.1
–
–
–
Net Portfolio Value
1,410.8
138.2
(46.0)
Non-
investment
cash
movement
£m
Movement
in Foreign
Exchange
£m
Movement in
Fair Value
£m
Fair Value
movement
31-Mar-23
£m
Fair Value of
Investments
31-Mar-23
£m
–
–
–
–
–
–
14.1
14.1
42.4
–
42.4
–
–
–
–
42.4
(292.6)
(0.7)
(293.3)
25.4
(0.5)
(250.2)
1,369.6
(0.7)
1.1
(250.9)
1,370.7
25.4
(0.5)
(94.0)
–
–
–
0.3
(14.1)
(282.5)
(14.1)
(240.1)
–
1,277.0
168
ANNUAL REPORT FY23
MOLTENVENTURES.COM
169
FINANCIALSNotes to the consolidated financial statements CONTINUED
28. Fair value measurements continued
Investments
Total Portfolio
Co-invest
Gross Portfolio Value
Carry external
Portfolio deferred tax
Trading carry and
co-invest
Non-investment cash
movement
Fair Value of
Investments
31-Mar-21
£m
981.2
2.6
983.8
(97.0)
(20.0)
0.3
–
Investments
£m
Realisations
£m
311.2
(126.3)
–
–
311.2
(126.3)
–
–
–
–
13.5
–
–
–
Net Portfolio Value
867.1
311.2
(112.8)
Non-
investment
cash
movement
£m
Movement
in Foreign
Exchange
£m
Movement in
Fair Value
£m
Fair Value
movement
31-Mar-22
£m
Fair Value of
Investments
31-Mar-22
£m
–
–
–
–
–
–
15.9
15.9
15.9
–
15.9
–
–
–
–
15.9
347.7
(0.8)
346.9
(38.0)
20.5
363.6
(0.8)
362.8
(38.0)
20.5
1,529.7
1.8
1,531.5
(121.5)
0.5
–
–
0.3
(15.9)
313.5
(15.9)
329.4
–
1,410.8
Carry external – this relates to accrued carry that is due to former and current employees or managers external to the Group. These values are
calculated based on the reported fair value, applying the provisions of the limited partnership agreements to determine the value that would be
payable by the Group’s investment entities to 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 2023, there were no transfers between levels (year to 31 March 2022: transfers out of Level 3 and into Level
1 following the listing of two investments, one is held directly and one of which is held via our partnership with Earlybird) – see below for the
breakdown of investments by fair value hierarchy and (iii) 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.
Fair value measurements
At 31 March 2023
Financial assets at fair value through profit or loss
Quoted investments
Unquoted investments being made up of:
Unquoted investments – enterprise technology
Unquoted investments – consumer technology
Unquoted investments – hardware and deeptech
Unquoted investments – digital health and wellness
Unquoted investments – other*
Total financial assets
Fair value measurements
At 31 March 2022
Financial assets at fair value through profit or loss
Quoted investments
Unquoted investments being made up of:
Unquoted investments – enterprise technology
Unquoted investments – consumer technology
Unquoted investments – hardware and deeptech
Unquoted investments – digital health and wellness
Unquoted investments – other*
Total financial assets
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
11.9
–
–
–
–
–
–
11.9
Level 1
£m
64.0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,357.7
587.9
144.7
357.3
75.7
192.1
11.9
1,357.7
587.9
144.7
357.3
75.7
192.1
1,357.7
1,369.6
Level 2
£m
Level 3
£m
Total
£m
–
–
–
–
–
–
–
–
1,465.7
464.1
262.3
434.9
63.6
240.8
64.0
1,465.7
464.1
262.3
434.9
63.6
240.8
64.0
–
1,465.7
1,529.7
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 is 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. They are also adjusted to represent our
longer-term view of performance through the cycle of our existing assumption.
Where the Group invests in Fund of Fund investments, the value of the portfolio will be reported by the fund to the Group. The Group will ensure that
the valuations comply with the Group policy and that they are adjusted with any cash and known valuation movements where reporting periods do
not align.
See also Note 5(a) where valuation policies are discussed in more detail.
iii. Fair value measurements using significant unobservable inputs (Level 3)
The table below presents the changes in Level 3 items for the years ending 31 March 2022 and 31 March 2023.
Level 3 valuations
Opening balance at 1 April 2021
Investments
Gains
Realisations
Unadjusted closing balance at 31 March 2022
Transfer to Level 1
Closing balance at 31 March 2022
Investments
Losses
Realisations
Unadjusted closing balance at 31 March 2023
Transfer to Level 1
Closing balance at 31 March 2023
£m
895.7
309.1
435.7
(86.2)
1,554.3
(88.6)
1,465.7
138.2
(224.6)
(21.6)
1,357.7
–
1,357.7
*”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.
170
ANNUAL REPORT FY23
MOLTENVENTURES.COM
171
FINANCIALSNotes to the consolidated financial statements CONTINUED
28. 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:
Significant input*
Calibrated round enterprise value – Pre
and post year-end round enterprise
values have been calibrated with
appropriate discounts taken to reflect
movements in publicly listed peer
multiples, future revenue projections
and timing risk. Discounts were applied
to 65% (2022: 52%) of the fair value of
investments measured at calibrated
price of recent investment. The range
of discounts taken is between 6%-79%
(2022: 15-89%). The weighted average
discount taken is 35% (2022: 25%).
More discounts have been applied in
the current year, reflecting calibration to
the market.
Revenue-multiples are applied to the
revenue of our portfolio companies to
determine their enterprise value.
Implied revenue-multiple – the portfolio
we have is diversified across sectors and
geographies and the companies which
have valuations based on revenue-
multiples have a range of multiples of
between 1.0x-13.4x (2022: 0.9-13.8x) and
a weighted average multiple of 8.4x
(2022: 7.8x).
Revenue – we select forward revenues
from our portfolio companies mostly
with reference to financial updates
in their board packs, adjusted where
required in the event we do not have
forward-looking information. Our core
portfolio makes up 62% (2022: 68%) of
the GPV and revenue growth in the core
portfolio for 2023 is 68% (2022: 77%).
The multiple range has remained
consistent with the prior financial
year March 2022 but there has been
an increase to the weighted average
multiple reflecting the more significant
weighting of larger assets.
NAV of funds, adjusted where required
– net asset values of underlying funds
reported by the manager. These are
reviewed for compliance with our
policies and are calibrated for any cash
and known valuation movements where
reporting periods do not align.
Valuation
technique
Calibrated
price of
recent
investment
Sector
All
Enterprise
tech
Consumer
tech
Hardware &
Deeptech
Digital
health &
wellness
Market
comparables
All
Enterprise
tech
Consumer
tech
Hardware &
Deeptech
Digital
health &
wellness
All
Enterprise
tech
Consumer
tech
Hardware &
Deeptech
Digital
health &
wellness
Other
NAV of
underlying
fund
Fair value at
31 Mar 2023
Sensitivity on significant
input
10% sensitivity applied
to the discount to last
round price.
668.0
(FY22: 806.7)
279.2
(FY22: 388.5)
34.1
(FY22: 68.4)
313.0
(FY22: 310.9)
41.7
(FY22: 38.9)
462.2
(FY22: 418.2)
10% sensitivity applied
to the revenue–multiple
10% sensitivity applied
to the revenue of the
portfolio company
281.9
(FY22: 75.6)
10% sensitivity applied
to the revenue–multiple
10% sensitivity applied
to the revenue of the
portfolio company
110.6
(FY22: 193.9)
10% sensitivity applied
to the revenue–multiple
10% sensitivity applied
to the revenue of the
portfolio company
35.7
(FY22: 124.0)
10% sensitivity applied
to the revenue–multiple
10% sensitivity applied
to the revenue of the
portfolio company
34.0
(FY22: 24.7)
10% sensitivity applied
to the revenue–multiple
10% sensitivity applied
to the revenue of the
portfolio company
10% sensitivity applied
to the adjusted NAV of
funds
227.5
(FY22: 240.8)
26.8
(FY22: –)
–
(FY22: –)
8.6
(FY22: –)
–
(FY22: –)
192.1
(FY22: 240.8)
Fair value
impact of
sensitivities
(£m) +10%
Fair value
impact of
sensitivities
(£m) -10%
573.8
(FY22: 881.0)
242.7
(FY22: 424.4)
25.9
(FY22: 73.7)
731.5
(FY22: 739.6)
293.6
(FY22:357.0)
38.5
(FY22: 64.2)
265.9
(FY22: 342.0)
355.9
(FY22: 282.8)
39.3
(FY22:40.9)
43.5
(FY22: 35.6)
505.1
(FY22: 458.1)
505.1
(FY22: 458.1)
417.5
(FY22: 378.3)
417.5
(FY22: 378.3)
308.6
(FY22: 83.3)
308.6
(FY22: 83.3)
253.2
(FY22: 67.8)
253.2
(FY22: 67.8)
121.4
(FY22: 212.5)
121.4
(FY22: 212.5)
100.0
(FY22: 175.4)
100.0
(FY22: 175.4)
38.1
(FY22: 135.6)
38.1
(FY22: 135.6)
33.2
(FY22: 112.4)
33.2
(FY22: 112.4)
37.0
(FY22: 26.7)
37.0
(FY22: 26.7)
31.1
(FY22: 22.7)
31.1
(FY22: 22.7)
250.3
(FY22: 264.9)
204.8
(FY22: 216.8)
29.5
(FY22: –)
–
(FY22: –)
9.5
(FY22: –)
–
(FY22: –)
24.1
(FY22: –)
–
(FY22: –)
7.8
(FY22: –)
–
(FY22: –)
211.3
(FY22: 264.9)
172.9
(FY22: 216.8)
*There were no significant inter-relationships between unobservable inputs that materially affect fair values.
172
ANNUAL REPORT FY23
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.
29. Financial instruments risk
Financial risk management
Financial risks are usually grouped by risk type: market, liquidity and credit risk. These risks are discussed in turn below.
Market risk – Foreign currency
A significant portion of the Group’s investments and cash deposits are denominated in a currency other than Sterling. The principal currency exposure
risk is to changes in the exchange rate between GBP and USD/EUR. Presented below is an analysis of the theoretical impact of 10% volatility in the
exchange rate on Shareholder equity.
Theoretical impact of a change in the exchange rate of +/-10% between GBP and USD/EUR would be as follows:
Foreign currency exposures – Investments
Investments – exposures in EUR
10% decrease in GBP
10% increase in GBP
Investments – exposures in USD
10% decrease in GBP
10% increase in GBP
31 Mar 2023
31 Mar 2022
£m
672.3
747.0
611.2
303.1
336.7
275.5
£m
614.3
682.6
558.5
484.5
538.3
440.5
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:
Foreign currency exposures – Cash
Cash denominated in EUR
10% decrease in EUR: GBP
10% increase in EUR: GBP
Cash denominated in USD
10% decrease in USD: GBP
10% increase in USD: GBP
31 March 2023
31 March 2022
£m
0.5
0.5
0.6
0.9
0.8
1.0
£m
24.5
22.0
26.9
32.5
29.3
35.8
The combined theoretical impact on Shareholders’ equity of the changes to revenues, investments and cash and cash equivalents of a change in the
exchange rate of +/- 10% between GBP and USD/EUR would be as follows:
Foreign currency exposures – Equity
Shareholders’ Equity
10% decrease in EUR: GBP/USD: GBP
10% increase in EUR: GBP/USD: GBP
31 March 2023
31 March 2022
£m
1,194.1
1,085.6
1,326.8
£m
1,433.8
1,290.5
1,577.3
Market risk – Price risk
Market price risk arises from the uncertainty about the future prices of financial instruments held in accordance with the Group’s investment objectives.
It represents the potential loss that the Group might suffer through holding market positions in the face of market movements. As stated in Note 5
and Note 28, valuation of unquoted equity investments at fair value through profit or loss is a critical accounting estimate and actuals may differ
from estimates.
The Group is exposed to equity price risk in respect of equity rights and investments held by the Group and classified on the balance sheet as financial
assets at fair value through profit or loss (Note 28). These equity rights are held mostly in unquoted high-growth technology companies and are valued
by reference to revenue or earnings multiples of quoted comparable companies (taken as at the year-end date), last round price (calibrated against
market comparables), or NAV of underlying fund, and also in certain quoted high-growth technology companies – as discussed more fully in Note
5(a). These valuations are subject to market movements.
The Group seeks to manage this risk by routinely monitoring the performance of these investments, employing stringent investment appraisal processes.
MOLTENVENTURES.COM
173
FINANCIALSNotes to the consolidated financial statements CONTINUED
29. Financial instruments risk continued
Theoretical impact of a fluctuation in equity prices of +/-10% would be as follows:
Quoted equity £m
Revenue-multiple £m
NAV of underlying fund £m
Calibrated price of
recent investment £m
Valuation methodology
As at 31 March 2023
As at 31 March 2022
–10%
+10%
(1.2)
(6.4)
1.2
6.4
–10%
(43.6)
(39.8)
+10%
–10%
+10%
41.7
39.9
(22.8)
(24.1)
22.8
24.1
–10%
(54.4)
(67.2)
+10%
53.6
74.3
Given the impact on both private and public markets from current market volatility, which could impact the valuation of our unquoted and quoted
equity investments, we further flexed by 20% in order to analyse the impact on our portfolio of larger market movements. Theoretical impact of a
fluctuation of +/- 20% would have the following impact:
Quoted equity £m
Revenue-multiple £m
NAV of underlying fund £m
Calibrated price of
recent investment £m
Valuation methodology
As at 31 March 2023
As at 31 March 2022
–20%
+20%
(2.4)
(12.8)
2.4
12.8
–20%
(86.9)
(80.2)
+20%
82.5
79.7
–20%
(45.5)
(48.2)
+20%
45.5
48.2
–20%
(109.2)
(132.2)
+20%
106.8
151.4
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 2023 (restricted cash as at 31 March 2022 included £2.3 million of collateral for interest
payments on the revolving credit facility (see Note 22 (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
at 31 March 2023 (£m)
Trade and other payables
Fees on facility
Facility
Provisions
Current lease liabilities
Non-current lease liabilities
Total shown in the statement of
financial position
Contractual maturities of liabilities
at 31 March 2022 (£m)
Trade and other payables
Fees on facility
Facility
Provisions
Current lease liabilities
Non-current lease liabilities
Total shown in the statement of
financial position
Less than
6 months
6–12 months
Between
1–2 years
Between
2–5 years
(9.1)
–
(4.4)
–
(0.3)
–
(13.8)
(0.5)
–
(4.4)
(0.3)
–
–
(5.2)
Total
contractual
cash flows
(9.6)
1.0
–
–
(116.5)
(134.1)
–
–
–
(0.3)
(0.3)
–
Carrying
amount
(9.6)
1.0
(90.0)
(0.3)
(0.3)
–
–
–
(8.8)
–
–
–
(8.8)
(116.5)
(143.3)
(99.2)
Less than
6 months
6–12 months
Between
1–2 years
Between
2–5 years
Total
contractual
cash flows
Carrying
amount
(13.3)
–
(1.2)
–
(0.2)
–
(14.7)
(1.0)
–
(1.2)
–
(0.2)
–
(2.4)
–
–
(2.3)
(0.2)
–
(0.3)
(2.8)
–
–
(30.3)
–
–
–
(14.3)
0.3
(35.0)
(0.2)
(0.4)
(0.3)
(14.3)
0.3
(35.0)
(0.2)
(0.4)
(0.3)
(30.3)
(49.9)
(49.9)
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:
Classes of financial assets impacted by credit risk, carrying amounts
Trade and other receivables
Cash at bank and on hand
Restricted cash
Total
31 March 2023
31 March 2022
£m
5.0
22.9
–
27.9
£m
2.78
75.8
2.3
80.9
The Directors consider that expected credit losses relating to the above financial assets are immaterial for each of the reporting dates under review as
they are of good credit quality. In respect of trade and other receivables, the Group is not exposed to significant risk as the principal customers are the
investment funds managed by the Group, and in these the Group has control of the banking as part of its management responsibilities. Investments
in unlisted securities are held within limited partnerships for which Esprit Capital Partners LLP acts as manager, and, consequently, the Group has
responsibility itself for collecting and distributing cash associated with these investments. The credit risk of amounts held on deposit is limited by the
use of reputable banks with high-quality external credit ratings and, as such, is considered negligible. The Group has an agreed list of authorised
counterparties. Authorised counterparties and counterparty credit limits are established within the parameters of the Group Treasury Policy to ensure
that the Group deals with creditworthy counterparties and that counterparty concentration risk is addressed. Any changes to the list of authorised
counterparties are proposed by the CFO after carrying out appropriate credit worthiness checks and any other appropriate information, and the
changes require approval from the Board. Cash at 31 March 2023 is held with the following institutions (and their respective Moody’s credit rating): (1)
Barclays Bank plc (Baa2); (2) SVB UK Limited (Ba1); (3) Investec Bank plc (Baa1); and at 31 March 2022, also EFG Private Bank Limited.
Capital management
The Group’s objectives when managing capital are to:
•
safeguard their ability to continue as a going concern, so that they can continue to provide returns for Shareholders and benefits for other
stakeholders; and
• maintain an optimal capital structure.
The Group is funded through equity and debt at the balance sheet date. During the period, the Group has repaid a revolving credit facility and
replaced with a term loan (as well as an undrawn revolving credit facility). During the year, the previous credit facility of £65.0 million was repaid with a
term loan of £90.0 million. Please refer to Note 22(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 £90.0 million loan facility with JPM and SVB, which was entered into in September 2022
and the fully repaid £65.0 million loan facility with SVB and Investec (31 March 2022: £30.0 million drawn). The Group’s borrowings are denominated in
GBP and are carried at amortised cost. The fair value of the debt is deemed to be the same as the carrying amount.
Drawdowns of £90.0 million were made during the year to 31 March 2023 at an interest rate of SONIA (prior debt facility LIBOR) plus 5.50% on the
loan facility with JPM and SVB. This balance remains outstanding at the period end. There was an additional drawdown from the previous debt facility
with SVB and Investec of £35.0 million in the period (total borrowings post drawdown of £65.0 million) at an interest rate of LIBOR plus 6.25%. The
£65.0 million debt facility was fully repaid in the year ended 31 March 2023. (31 March 2022: £30.0 million had been drawn down from the previous
facility, which has now been repaid). The Debt Facility agreement has an interest rate calculated with reference to the SONIA with a margin of 5.50%.
The interest charged on future drawdowns will fluctuate with the movements on SONIA.
If the base rate (SONIA or LIBOR) rate had been 2.5% higher during the year to 31 March 2023, the difference to the consolidated statement of
comprehensive income would have been an increase in finance costs of £1.5 million.
Lease liabilities fall due over the term of the lease. The debt facility has a term of three years – for further details, see Note 22(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 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. For further details, see Note 31.
174
ANNUAL REPORT FY23
MOLTENVENTURES.COM
175
FINANCIALSNotes to the consolidated financial statements CONTINUED
30. Related party transactions
The Group has various related parties stemming from relationships with Limited Partnerships managed by the Group, its investment portfolio, its
advisory arrangements/Directors’ fees (Board seats) and its key management personnel.
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 96 and 97.
Wages and salaries
Defined contribution pension costs
Social security contributions and similar taxes
Carried interest paid
Total
Year ended
31 March 2023
Year ended
31 March 2022
£m
2.1
0.2
0.3
1.2
3.8
£m
2.6
0.2
0.4
2.6
5.8
The details of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Directors’ Remuneration Report on
page 117, form part of these consolidated financial statements.
Unconsolidated structured entities
The Group has exposure to a number of unconsolidated structured entities as a result of its venture capital investment activities.
The Group ultimately invests all funds via a number of limited partnerships and some via Molten Ventures plc’s wholly owned subsidiary, Molten
Ventures (Ireland) Limited. These are controlled by the Group and not consolidated, but they are held as investments at fair value through profit or loss
on the consolidated statement of financial position in line with IFRS 10 (see Note 4(b) for further details and for the list of these investment companies
and limited partnerships). The material assets and liabilities within these investment companies are the investments, which are held at FVTPL in the
consolidated accounts. Please see further details in the table below.
Within the current financial year, the Group has acquired assets within Esprit Fund 2 at a fair value of £1.9 million as at 31 March 2023. 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.
Name of undertaking
Registered office
Activity
Holding
Country
Esprit Investments (1) (B) LP
Esprit Investments (2) (B) LP
20 Garrick Street,
London WC2E 9BT
20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group and Molten Ventures FoF 1
LP hold Fund of Fund investments
Limited Partnership pursuant to which
the Group and Molten Ventures FoF 1
LP hold Fund of Fund investments
31 March
2023
31 March
2022
£m
14.2
£m
18.0
89%
England
89%
England
47.5
240.0
During the year, employees of Molten Ventures plc, including key management personnel were granted and exercised share options – see Note 14
for further details.
Esprit Investments (2) (B) (i) LP 20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
100%
England
–
–
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 £0.1 million have been recognised in relation to the services and £Nil remains outstanding at 31 March 2023 (31 March
2022: £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.
Management fees recognised in the statement of comprehensive income resulting from related party transactions
Management fees from unconsolidated structured entities
Management fees from EIS and VCT funds
Year ended
31 March 2023
Year ended
31 March 2022
£m
16.8
5.9
£m
12.7
5.1
Directors’ fees
Administration fees for the provision of Director services are received where this has been agreed with the portfolio companies. These amounts are
immaterial. At times, expenses incurred relating to Director services can be recharged to portfolio companies – these are also immaterial. Molten
Ventures does not exercise control or management through any of these Non-Executive positions.
Carry payments
Carry was paid to 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 FY22 and FY23. Please see the Directors’ Remuneration Report for further details.
Carry payments
Year ended
31 March 2023
Year ended
31 March 2022
£m
1.2
£m
2.6
Performance fees
Performance fees have not been paid during the year by the EIS and VCT funds to Encore Ventures LLP. At 31 March 2023, £Nil was unpaid (31 March
2022: £0.8 million).
Performance fees
176
ANNUAL REPORT FY23
Year ended
31 March 2023
Year ended
31 March 2022
£m
–
£m
2.5
Molten Ventures (Ireland)
Limited
32 Molesworth Street,
Dublin 2, Ireland
Investment entity
Esprit Capital III LP
Esprit Capital IV LP
DFJ Europe X LP
20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
Limited Partnership pursuant to which
the Group makes certain investments
c/o Maples Corporate
Services Limited at
PO Box 309, Ugland
House, Grand
Cayman, KY1–1104,
Cayman Islands
Esprit Investments (1) LP
Esprit Investments (2) LP
20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
Molten Ventures Holdings
Limited
20 Garrick Street,
London WC2E 9BT
Intermediate Company and
Qualifying Asset Holding Company
(“QAHC”)
100%
Ireland
1,041.7
1,121.7
100%
England
33.6
50.8
100%
England
15.5
100%
Cayman
Islands
5.8
34.8
15.8
100%
England
169.9
248.3
100%
England
822.2
787.2
100%
England
51.9
Molten Ventures
Investments LP
20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
100%
England
2.5
Molten Ventures FoF I LP 20 Garrick Street,
London WC2E 9BT
Limited partnership under the
Group’s management which makes
Fund of Fund investments
50%
England
12.4
Esprit Investments (2) (B)
(ii) LP
20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
100%
England
153.2
–
–
–
–
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 via the following limited partnerships: Molten Ventures Investments LP, Molten Ventures FoF I LP, and Esprit
Investments (2)(B)(ii) 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).
MOLTENVENTURES.COM
177
FINANCIALSNotes to the consolidated financial statements CONTINUED
31. Capital commitments
The Group makes commitments to seed funds (including funds invested in as part of our partnership with Earlybird) as part of its investment activity,
which will be drawn down as required by the funds over their investment period. Contractual commitments for the following amounts have been
made as at 31 March 2023 but are not recognised as a liability on the consolidated statement of financial position:
Undrawn capital commitments
Total capital commitments
31 March 2023
31 March 2022
£m
87.9
316.0
£m
74.2
263.5
Total fair value to the Group of these seed funds (including Earlybird) is £331.5 million of total investments (31 March 2022: £399.5 million).
32. Ultimate controlling party
The Directors of Molten Ventures plc do not consider there to be a single ultimate controlling party of the Group.
33. Alternative Performance Measures (“APM”)
The Group has included the APMs listed below in this report as they highlight key value drivers for the Group and, as such, have been deemed by
the Group’s management to provide useful additional information to readers of this report. These measures are not defined by IFRS and should be
considered in addition to IFRS measures.
Gross Portfolio Value (“GPV”)
The GPV is the gross fair value of the Group’s investment holdings before deductions for the fair value of carry liabilities and any deferred tax.
The GPV is subject to deductions for the fair value of carry liabilities and deferred tax to generate the net investment value, which is reflected on the
consolidated statement of financial position as financial assets held at FVTPL. Please see Note 28 for a reconciliation to the net investment balance.
This table also shows the Gross to Net movement, which is 93% in the current year calculated as the net investment value (£1,277.0 million) divided by
the GPV (£1,370.7 million). The table reflects a Gross fair value movement of £(250.9 million), on an opening balance of £1,531.5 million, which is a (16)%
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. Please see
further details relating to the calculation of the Net Portfolio Value in Note 28.
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.
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.
Platform AuM
The latest available fair value of investments held at FVTPL and cash managed by the Group, including funds managed by Elderstreet Investments
Limited, Encore Ventures LLP, and Esprit Capital Partners LLP. This includes a deduction for Molten Ventures plc operating costs budget for the year.
We also refer to the EIS and VCT fund AUM separately within the report.
34. Exceptional items
Exceptional costs related to the Company’s Main Market move were £Nil for the year ended 31 March 2023 (year ended 31 March 2022: £2.4 million).
The majority of these costs related to brokers fees, legal advisory, listing, reporting accountant, NED recruitment, remuneration advisory,
IT consultancy, and PR services.
35. Subsequent events
As part of our portfolio management and to generate additional liquidity, we have agreed a secondary sale for 10% of our Earlybird Fund VI
investment on 28 April 2023, realising €14 million (£13 million).
There are no further post balance sheet events requiring comment.
Company statement of financial position
As at 31 March 2023
Non-current assets
Financial assets held at fair value through profit or loss
Investments in subsidiary undertakings
Deferred tax
Property, plant and equipment
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Restricted cash
Total current assets
Current liabilities
Trade and other payables
Lease liabilities
Total current liabilities
Non-current liabilities
Deferred tax
Provisions
Loans and borrowings
Lease liabilities
Total non-current liabilities
Net assets
Equity
Share capital
Share premium account
Other reserves
Retained earnings
31 March 2023
31 March 2022
Notes
£m
£m
6
7
4
8
10
15
9
11
11
12
1,271.5
1,379.7
13.6
–
0.4
14.2
1.6
0.9
1,285.5
1,396.4
13.1
20.5
–
33.6
(19.1)
(0.3)
(19.4)
(22.2)
(0.3)
(89.0)
–
(111.5)
1,188.2
1.5
615.9
33.3
537.5
11.8
61.9
2.3
76.0
(8.2)
(0.4)
(8.6)
(25.7)
(0.3)
(29.7)
(0.3)
(56.0)
1,407.8
1.5
615.9
28.9
761.5
Equity attributable to owners of Molten Ventures plc
1,188.2
1,407.8
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and have not presented a statement of
comprehensive income for the Company. The Company’s loss for the year ended 31 March 2023 was £224.0 million (year ended 31 March 2022: profit
of £296.3 million).
The Company financial statements should be read in conjunction with the accompanying notes. The Company financial statements on pages 179 to 186
were authorised for issue by the Board of Directors on 14 June 2023 and were signed on its behalf by:
Ben Wilkinson
Chief Financial Officer
Molten Ventures plc registered number 09799594
178
ANNUAL REPORT FY23
MOLTENVENTURES.COM
179
FINANCIALSNotes to the consolidated financial statements CONTINUED
Company statement of changes in equity
For the year ended 31 March 2023
Notes to the company financial statements
Balance as at 31 March 2023
1.5
615.9
31 March 2023
£m
Brought forward as at 1 April 2022
Comprehensive income/(expense) for the year
Loss for the year
Total comprehensive income/(expense) for the year
Contributions by and distributions to the owners:
Issue of share capital
Share premium
Options granted and awards exercised
Total contributions by and distributions to the owners
31 March 2022
£m
Brought forward as at 1 April 2021
Comprehensive income for the year
Profit for the year
Total comprehensive income for the year
Contributions by and distributions to the owners:
Issue of share capital
Share premium
Options granted and awards exercised
Total contributions by and distributions to the owners
Balance as at 31 March 2022
12
12
13
Note
Share
capital
Share
premium
1.5
615.9
Other
reserves
28.9
Retained
earnings
761.5
Total
equity
1,407.8
–
–
–
–
–
–
–
–
–
–
–
–
12
12
13
–
–
–
–
4.4
4.4
33.3
(224.0)
(224.0)
(224.0)
(224.0)
–
–
–
–
–
–
–
4.4
527.7
1,118.2
Note
Share
capital
Share
premium
1.4
508.3
Other
reserves
26.2
Retained
earnings
Total
equity
467.7
1,003.6
–
–
0.1
–
–
0.1
1.5
–
–
–
107.6
–
107.6
615.9
–
–
–
–
2.7
2.7
296.3
296.3
–
–
(2.5)
(2.5)
296.3
296.3
0.1
107.6
0.2
107.9
28.9
761.5
1,407.8
The Company 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
following notes.
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 ended 31 March 2023 or in the prior financial year ended 31 March 2022.
2. Critical accounting estimates and judgements
The Directors have made judgements and estimates with respect to those items that have made the most significant effect on the carrying amounts
of the assets and liabilities in the financial statements. The Directors have concluded that the critical judgements and estimates in the Company
financial statements are consistent with those applied in the consolidated financial statements, further details of which can be found in Note 5 of the
consolidated financial statements.
3. Investments in subsidiary undertakings
Unlisted investments are held at cost less any provision for impairment with the exception of unconsolidated investment entity subsidiaries that are held
at fair value.
4. Property, plant and equipment
Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised to write off
the cost or valuation of assets less their residual values over their useful lives, using the straight-line method, on the following basis:
Leasehold improvements – over the term of the lease
Fixtures and equipment – 33% 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 year, with the effect of any changes in
estimate accounted for on a prospective basis.
As at 31 March 2023
Cost
Cost carried forward as at 1 April 2022
Additions during the year
Disposals during the year
Cost as at 31 March 2023
Accumulated depreciation
Depreciation carried forward as at 1 April 2022
Charge for the year
Disposals during the year
Accumulated depreciation as at 31 March 2023
Net book value
As at 31 March 2023
As at 31 March 2022
Right-of-use
assets
Leasehold
improvements
Computer
equipment
£m
£m
£m
1.6
–
–
1.6
(1.0)
(0.4)
–
(1.4)
0.2
0.6
0.8
–
–
0.8
(0.6)
(0.1)
–
(0.7)
0.1
0.2
0.2
–
–
0.2
(0.1)
–
–
(0.1)
0.1
0.1
Total
£m
2.6
–
–
2.6
(1.7)
(0.5)
–
(2.2)
0.4
0.9
180
ANNUAL REPORT FY23
MOLTENVENTURES.COM
181
FINANCIALS
Notes to the company financial statements CONTINUED
4. Property, plant and equipment continued
As at 31 March 2022
Cost
Cost carried forward as at 1 April 2021
Additions during the year
Disposals during the year
Cost as at 31 March 2022
Accumulated depreciation
Depreciation carried forward as at 1 April 2021
Charge for the year
Disposals during the year
Accumulated depreciation as at 31 March 2022
Net book value
As at 31 March 2022
As at 31 March 2021
Right-of-use
assets
Leasehold
improvements
Computer
equipment
£m
£m
£m
1.6
–
–
1.6
(0.7)
(0.3)
–
(1.0)
0.6
1.0
0.8
–
–
0.8
(0.4)
(0.2)
–
(0.6)
0.2
0.3
0.1
0.1
–
0.2
–
(0.1)
–
(0.1)
0.1
0.1
Total
£m
2.5
0.1
–
2.6
(1.1)
(0.6)
–
(1.7)
0.9
1.4
No “fixtures and equipment” are held by the Company.
5. Results for the parent company
The auditor’s 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
Esprit Investments (1) (B) LP 20 Garrick Street,
London WC2E 9BT
Esprit Investments (2) (B) LP 20 Garrick Street,
London WC2E 9BT
Limited partnership pursuant to which
the Company and Molten Ventures FoF
I LP hold Fund of Fund investments
Limited partnership pursuant to which
the Company and Molten Ventures FoF
I LP hold Fund of Fund investments
31 March
2023
31 March
2022
Holding
Country
78%
England
£m
14.2
£m
18.0
78%
England
47.5
240.0
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 2023 (31 March 2022: £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 was 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 2023, the total investment in subsidiary undertaking is £1.05 million made up of initial ownership and the cash
consideration (31 March 2022: £1.05 million).
On 27 November 2020, Molten Ventures Employee Benefit Trust (the “Trust”) was set up to operate as part of the employee share option schemes.
The Trust is funded via a loan from Molten Ventures plc, which is included in trade and other receivables on the Company statement of financial position.
8. Trade and other receivables
Trade receivables
Other receivables and prepayments
Loans made to Group companies¹
Intercompany debtors
Total
31 March
2023
31 March
2022
£m
0.8
1.9
9.5
0.9
13.1
£m
0.3
1.0
9.5
1.0
11.8
1
Loans made to Group companies relate to the loan to Grow Trustees Limited, see Note 18 for further details.
All trade and other receivables amounts are short term. The net carrying value of all financial assets is considered a reasonable approximation of fair value.
9. Loans and borrowings
During the period, Molten Ventures agreed a new £150.0 million net asset value facility with J.P. Morgan Chase Bank N.A. (“JPM”) and Silicon Valley
Bank (“SVB”) (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 a
three-year tenure, 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. For more information, see Note 22(i) in the Group consolidated financial statements.
Molten Ventures (Ireland)
Limited
32 Molesworth
Street, Dublin 2,
Ireland
Investment entity
100%
Ireland
1,041.7
1,121.7
10. Trade and other payables
Trade payables
Other taxation and social security
Intragroup creditors
Other payables
Accruals and deferred income
Total
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.
31 March
2023
31 March
2022
£m
(0.4)
(0.2)
(11.2)
(2.4)
(4.9)
(19.1)
£m
(0.4)
(0.4)
(0.3)
–
(7.1)
(8.2)
Molten Ventures Holdings
Limited¹
20 Garrick Street,
London WC2E 9BT
Intermediate Company and Qualifying
Asset Holding Company (“QAHC”)
100%
England
51.9
Esprit Investments 2(B)(i) LP 20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
Esprit Investments 2(B)(ii) LP 20 Garrick Street,
London WC2E 9BT
Limited Partnership pursuant to which
the Group makes certain investments
100%
England
–
100%
England
116.2
–
–
–
Totals
As at 1 April
Investments made in the year
Loans repaid from underlying investment vehicles1
Changes on (losses)/gains on investments held at fair value through profit or loss
Totals
1,271.5
1,379.7
Year ended
31 March
2023
Year ended
31 March
2022
£m
1,379.7
138.2
(48.1)
(198.3)
1,271.5
£m
840.2
311.2
(90.1)
318.4
1,379.7
1
Investments and loans made in the year are amounts the Company has invested in underlying investment vehicles. This is not the equivalent to the total amount invested in portfolio companies, as
existing cash balances from the investment vehicles are reinvested.
See Note 4(b) in the consolidated financial statements for the accounting policies in respect of investments held at fair value through profit or loss.
182
ANNUAL REPORT FY23
MOLTENVENTURES.COM
183
FINANCIALS
Notes to the company financial statements CONTINUED
11. Share capital and share premium
Year ended 31 March 2023 – Allotted and fully paid
At the beginning of the year
Issue of share capital during the year1
At the end of the year
Number
Pence
152,999,853
–
152,999,853
1
–
1
Year ended 31 March 2022 – Allotted and fully paid
Number
Pence
At the beginning of the year
Issue of share capital during the year1
At the end of the year
139,097,075
13,902,778
152,999,853
1
1
1
1
In June 2021, the Company raised gross proceeds of £111.2 million at a placing price of 800 pence per share by way of a placing of 13,902,778 new ordinary shares.
Movements in share premium in the statement of changes in equity are shown net of directly attributable costs relating to the share issuance.
Movements in share capital and share premium are explained in Note 24 of the consolidated financial statements.
12. Other reserves
Movements in other reserves are explained in Note 25(ii) of the consolidated financial statements.
£’m
1.5
–
1.5
£’m
1.4
0.1
1.5
13. Share-based payments
The Company operates a share option scheme that is explained in Note 14 of the consolidated financial statements. The Company operates the share
option scheme within the Group, therefore, the details provided in Note 14 are also applicable to the Company.
14. Employee information
Employee benefit expenses (including Directors) comprise:
Wages and salaries
Defined contribution pension costs
Benefits (healthcare and life assurance)
Recruitment costs
Social security contributions and similar taxes
General employee and employee-related expenses
Share-based payment expense arising from Company share option scheme
Total employee benefit expenses
Year ended
31 March 2023
Year ended
31 March 2022
£’m
8.3
0.8
0.3
0.2
1.2
10.8
4.4
15.2
£’m
8.7
0.8
0.2
0.2
1.5
11.4
3.6
15.0
The monthly average number of persons (including Executive and Non-Executive Directors) employed by the Company during the year was:
Executive Directors
Non-Executive Directors
Investment
Infrastructure
Total
Year ended
31 March 2023
Number
Year ended
31 March 2022
Number
3
5
22
26
56
3
4
16
23
46
15. 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:
Arising on share-based payments
Deferred tax asset
Arising on the investment portfolio
Arising on share-based payments
Other timing differences
Deferred tax liability
At the end of the period
31 March 2023
31 March 2022
£’m
–
–
(20.9)
(1.0)
(0.3)
(22.2)
(22.2)
£’m
1.6
1.6
(25.6)
(0.1)
–
(25.7)
(24.1)
16. Subsidiary undertakings
The Company has a number of subsidiary undertakings. For a breakdown of the subsidiaries and related undertakings of the Group, of which Molten
Ventures plc is the ultimate parent entity, see Note 4(b) and Note 17 of the consolidated financial statements. See below the list of direct subsidiaries of
Molten Ventures plc.
Name of subsidiary undertaking
Activity
Esprit Capital Partners LLP
AIFM to the Company and Esprit Funds
Molten Ventures (Nominee) Limited1
Nominee company
Elderstreet Holdings Limited2
Intermediate holding company
Molten Ventures (Ireland) Limited
Investment entity
Esprit Investments (1) (B) LP3
Esprit Investments (2) (B) LP3
Limited partnership pursuant to which the
Company and Molten Ventures FoF I LP hold
Fund of Fund investments
Limited partnership pursuant to which the
Company and Molten Ventures FoF I LP hold
Fund of Fund investments
Holding
100%
100%
100%
100%
78%
78%
Grow Trustees Limited
Trustee of the Group’s employment benefit trust 100%
Molten Ventures Advisors Ltd4
Investment Adviser to the Growth Fund
100%
Molten Ventures Holdings Limited5
Esprit Investments (2) (B) (i) LP6
Esprit Investments (2) (B) (ii) LP6
Intermediate Company and Qualifying Asset
Holding Company (“QAHC”)
100%
Limited Partnership pursuant to which the Group
makes certain investments
100%
Limited Partnership pursuant to which the Group
makes certain investments
100%
Registered office
20 Garrick Street, London
WC2E 9BT United Kingdom
20 Garrick Street, London
WC2E 9BT United Kingdom
20 Garrick Street, London
WC2E 9BT United Kingdom
32 Molesworth Street,
Dublin 2, Ireland
20 Garrick Street, London
WC2E 9BT United Kingdom
20 Garrick Street, London
WC2E 9BT United Kingdom
20 Garrick Street, London
WC2E 9BT United Kingdom
20 Garrick Street, London
WC2E 9BT United Kingdom
20 Garrick Street, London
WC2E 9BT United Kingdom
20 Garrick Street, London
WC2E 9BT United Kingdom
20 Garrick Street, London
WC2E 9BT United Kingdom
1 Molten Ventures (Nominee) Limited is held at cost £Nil (2022: £Nil) on the Company’s balance sheet.
2
The remaining interest in Elderstreet Holdings Limited, holding company of Elderstreet Investments Limited, was purchased by Molten Ventures plc on 9 February 2021. For further details, see
Note 18 of the FY21 consolidated financial statements.
3 A minority holding in Esprit Investments (1) (B) LP & Esprit Investments (2) (B) LP was sold within the financial year ended 31 March 2023 to external parties (31 March 2022: 100% holdings in both
Infrastructure comprises finance, marketing, human resources, legal, IT, and administration.
At 31 March 2023, there were four Non-Executive Directors (31 March 2022: five). See Nomination Committee report for further details of changes in the
year.
subsidiaries).
4 Molten Ventures Advisors Ltd was incorporated on 24 January 2022.
5 Molten Ventures Holdings Ltd was incorporated on 27 July 2022.
6 Esprit Investments (2) (B) (i) LP and Esprit Investments (2) (B) (ii) LP were incorporated on 23 November 2022.
184
ANNUAL REPORT FY23
MOLTENVENTURES.COM
185
FINANCIALS
Notes to the company financial statements CONTINUED
Board, management and administration
16. Subsidiary undertakings continued
The investments are held through the investment companies as set out in Note 28 in the consolidated financial statements at their respective net asset
values, and as such, are all noted to be Level 3 for FY23 and FY22. The difference between investments disclosed in Note 28 of the consolidated
financial statements and the Company investments relate to interests in unvested carried interest held by subsidiaries of Molten Ventures plc, which
are included in the consolidated financial statements at FVTPL but are not included in the Company financial statements. Unvested carried interest is
carried interest, which is yet to vest, but would be due on realisation of assets based on measurement date fair values of investments. See table below
for a reconciliation to the investment figure in Note 28 of the consolidated financial statements and the investments figure on the Company statement
of financial position.
Molten Ventures plc investments held at fair value through profit or loss
Fair value of investments held in other Group entities*
Total
Year ended
31 March 2023
Year ended
31 March 2022
£’m
1,271.5
5.5
1,277.0
£’m
1,379.7
31.1
1,410.8
*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 28 for the Group’s policies with respect to fair value measurements and Note 2 of the
Company financial statements.
17. Financial instruments risk
In the normal course of business, the Company uses certain financial instruments including cash, trade and other receivables and investments. The
Company is exposed to a number of risks through the performance of its normal operations. Refer to Note 29 of the consolidated financial statements.
18. 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 96 and 97.
Wages and salaries
Defined contribution pension costs
Social security contributions and similar taxes
Carried interest paid
Total
31 March 2023
31 March 2022
£’m
2.1
0.2
0.3
1.2
3.8
£’m
2.6
0.2
0.4
2.6
5.8
The details of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Directors’ Remuneration Report on
page 117, form part of these financial statements.
Other related party transactions
Please refer to Note 30 in the consolidated financial statements for further details on related party transactions. In addition to the transactions
referenced in Note 30, the below transactions eliminate on consolidation but are relevant for the Company:
As at 31 March 2023, 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 2022: £9.5 million).
During the year, £2.0 million (year ended 31 March 2022: £2.3 million) was invoiced from Molten Ventures plc to Encore Ventures LLP for overheads,
including use of office space at 20 Garrick Street, staff, and fixed assets. At year-end a balance of £0.2 million (31 March 2022: £0.1 million) remained
outstanding. Encore Ventures LLP is a subsidiary of Molten Ventures plc and has a management contract with the EIS funds.
During the year, the Company invoiced Elderstreet Investments Limited, previously an associate and now a subsidiary, £0.4 million (year to 31 March 2022:
£0.3 million), with a balance outstanding at year-end of £Nil (31 March 2022: £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 £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.
19. Subsequent events
Please refer to Note 35 of the consolidated financial statements.
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
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
Silicon Valley Bank
Alphabeta
14–18 Finsbury Square
London
EC2A 1BR
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
United Kingdom
Company Secretary
Gareth Faith
Directors
Grahame Cook (Interim Chair)
Martin Davis (Chief Executive Officer)
Stuart Chapman (Chief Portfolio Officer)
Ben Wilkinson (Chief Financial Officer)
Gervaise Slowey (Non-Executive Director)
Richard Pelly (Non-Executive Director)
Sarah Gentleman (Non-Executive Director)
Registered office
20 Garrick Street
London
England
WC2E 9BT
United Kingdom
Website
www.moltenventures.com
investors.moltenventures.com/investor-relations/plc
Broker and Joint Financial Adviser
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
United Kingdom
Broker and Euronext Dublin Sponsor
Goodbody Stockbrokers UC
Ballsbridge Park
Ballsbridge
Dublin 4
Ireland
Legal Advisers to the Company
(as to English law)
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
United Kingdom
Legal Advisers to the Company
(as to Irish law)
Maples and Calder
75 St. Stephen’s Green
Dublin 2
Ireland
Depositary
Langham Hall UK Depositary LLP
1 Fleet Place
8th Floor
London
EC4M 7RA
United Kingdom
186
ANNUAL REPORT FY23
MOLTENVENTURES.COM
187
FINANCIALS
Glossary
In this document, where the context permits, the expressions set out below shall bear the following meaning:
“Act”
the UK Companies Act 2006.
“AIM”
AIM, the market of that name operated by the London Stock Exchange.
“Audit, Risk and Valuations Committee”
the Audit, Risk and Valuations Committee of the Board.
“AUM”
“BoE”
“BVCA”
assets under management.
Bank of England.
British Private Equity and Venture Capital Association.
“Company” or “Molten” or “Molten
Ventures” or “plc”
Molten Ventures plc, a company incorporated in England and Wales with registered number 09799594
and having its registered office at 20 Garrick Street, London WC2E 9BT.
“Core Portfolio”, “Core Portfolio
Companies”, “Core Companies” or “Core”
the companies that generally represent highest fair value to Molten, which account for approximately
62% of the Gross Portfolio Value based on fair values as at 31 March 2023.
“DEF” or “Digital East Fund”
Digital East Fund 2013 SCA SICAR.
“Directors” or “Board”
the Directors of the Company from time to time.
“EB GO”/“Earlybird Growth
Opportunities fund”
Earlybird Growth Opportunities Fund I GmbH & Co. KG.
“EB IV”/“Earlybird Fund IV”
Earlybird GmbH & Co. Beteiligungs-KG IV.
“EB VI”/“Earlybird Fund VI”
Earlybird DWES Fund VI GmbH & Co. KG.
“EB VII”/“Earlybird Fund VII”
Earlybird DWES Fund VII GmbH & Co. KG.
“EIS”
“Elderstreet”
The EIS funds managed by Encore Ventures LLP. EIS funds being Enterprise Investment Scheme under
the provisions of Part 5 of the Income Tax Act 2007.
Elderstreet Investments Limited, a private company limited by shares incorporated in England and
Wales under registration number 01825358 with its registered office at 20 Garrick Street, London WC2E
9BT.
“Encore Funds”/“EIS funds”
DFJ Esprit Angels’ EIS Co–Investment Fund, DFJ Esprit Angels’ EIS Co–Investment II, DFJ Esprit EIS III,
DFJ Esprit EIS IV, Draper Esprit EIS 5, and Molten Ventures EIS and each an “Encore Fund”.
“Encore Ventures”
Encore Ventures LLP, a limited liability partnership incorporated in England and Wales under the
registration number OC347590 with its registered office at 20 Garrick Street, London WC2E 9BT.
“ESG”
Environmental, Social and Governance.
“Esprit Capital”/“ECP”
“Esprit funds”
“Euronext Dublin”
“Exclusion list”
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
holding vehicle of the Group immediately prior to IPO.
Esprit Capital I Fund No.1 Limited Partners and Esprit Capital I Fund No.2 Limited Partnership, Esprit
Capital II LP, Esprit Capital Fund III(I) LP and Esprit Capital Fund III(i) A LP and each an “Esprit Fund”.
the trading name of the Irish Stock Exchange plc.
the Group’s exclusion list setting out the sectors, businesses and activities in which the Group will
not invest due to having as their objective or direct impact any of the following: 1. Slavery, human
trafficking, forced or compulsory labour, or unlawful/harmful child labour. 2. Production or sale of
illegal or banned products, or involvement in illegal activities. 3. Activities that compromise endangered
or protected wildlife or wildlife products. 4. Production or sale of hazardous chemicals, pesticides and
wastes. 5. Mining of fossil fuels. 6. Manufacture, distribution or sale of arms or ammunitions, which
are not systems or services generally regarded as having defensive/non-offensive objectives as their
core focus. 7. Manufacture of, or trade in, tobacco or alcohol. 8. Manufacture or sale of pornography.
9. Trade in human body parts or organs. 10. Animal testing other than for the satisfaction of medical
regulatory requirements. 11. Production or other trade related to unbonded asbestos fibres.
“FCA”
the UK Financial Conduct Authority.
“Fund of Funds”
seed 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”
“HMRC”
“IAS” or “IASs”
“IFRS” or “IFRSs”
“International Private Equity and
Venture Capital Valuation Guidelines”/
“IPEV Guidelines”
“IPO”
the Company and its subsidiaries from time to time and, for the purposes of this document, including
Esprit Capital LLP and its subsidiaries and subsidiary undertakings.
HM Revenue & Customs.
International Accounting Standards, as adopted for use in the United Kingdom.
International Financial Reporting Standards, as adopted for use in the European Union.
the International Private Equity and Venture Capital Valuation Guidelines, as amended from time to
time.
initial public offering, which in the context of Molten Ventures means the Admission of the enlarged
share capital to trading on AIM and Euronext Growth (formerly the Enterprise Securities Market
operated and regulated by the Irish Stock Exchange) on 15 June 2016 and such admission becoming
effective in accordance with the AIM Rules and the Euronext Growth Rules respectively. The IPO
included the acquisition of Esprit Capital Partners LLP and Molten Ventures (Ireland) Limited.
“IRR”
the internal rate of return.
“Investment Committee”
voting members of the Investment Committee of ECP.
“Investment Team”
The Partnership Team and Platform Team as described on the Company’s website.
“JPM”
J.P. Morgan Chase Bank N.A.
“Main Market move”
Molten Ventures plc’s admission to the premium listing segment of the Official List of the Financial
Conduct Authority and the secondary listing segment of the Official List of the Irish Stock Exchange plc,
trading as Euronext Dublin and to trading on the London Stock Exchange plc’s main market for listed
securities and the regulated market of Euronext Dublin.
“Main Market”
the London Stock Exchange plc’s main market for listed securities.
“NAV”/“Net Asset Value”
“Net Portfolio Value”
the value, as at any date, of the assets of the Company after deduction of all liabilities determined in
accordance with the accounting policies adopted by the Company from time to time.
the value of the portfolio of investee companies held by funds controlled by the Company after
accounting for deferred tax, external carried interest and amounts co-invested and recognised on the
statement of financial position.
“Ordinary Shares”
ordinary shares of £0.01 pence each in the capital of the Company.
“PricewaterhouseCoopers” or “PwC”
PricewaterhouseCoopers LLP, a limited liability partnership registered in England and Wales with
registered number OC303525 and having its registered office at 1 Embankment Place, London
WC2N 6RH.
“SECR”
“SMCR”
“SONIA”
“SVB”
“TCFD”
“VC”
Streamlined Energy and Carbon Reporting.
the Senior Managers and Certification Regime.
is the Sterling Overnight Index Average, an interest benchmark administered by the Bank of England.
Silicon Valley Bank UK Limited.
Task Force on Climate-Related Financial Disclosures.
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.
188
ANNUAL REPORT FY23
MOLTENVENTURES.COM
189
FINANCIALS