Molten Venture PLC

Molten Ventures plc

Annual Report

for the financial year ended 31 March 2026

We are a leading Venture Capital firm

investing across Europe. Our purpose is

to advance society through technology

and innovation.

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

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

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

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

Overview

Financial highlights

Portfolio and operational highlights

Strategic Report

Our business at a glance

Our investment case

Chairman’s statement

CEO’s statement

Market overview

Business model

Our investment process

Portfolio review

Backing the Backers: Molten’s Fund

of Funds Strategy

Europe’s Secondary Opportunity

Our strategy

Our KPIs

Financial review

Stakeholder engagement and

Section 172 statement

Sustainability at Molten

Risk management

Our principal risks

Viability statement

Governance Report

Governance at a glance

Corporate governance statement

Board of Directors

Board leadership and corporate

governance

Division of responsibilities

Role, composition and evaluation

Nomination Committee Report

Sustainability Committee Report

Audit, Risk and Valuations

Committee Report

103

Directors’ Remuneration Report

128

Directors’ Report

131

Statement of Directors’ responsibilities

in respect of the financial statements

Financials

134

Independent Auditors’ report

141

Consolidated statement

of comprehensive income

142

Consolidated statement of financial

position

143

Consolidated statement of cash flows

144

Consolidated statement of changes

in equity

145

Notes to the consolidated financial

statements

182

Company statement of financial

position

183

Company statement of changes

in equity

184

Notes to the Company financial

statements

191

Board, management and

administration

192

Glossary

ANNUAL REPORT FY26

Contents

£1,525m

Gross Portfolio Value*

(31 March 2025: £1,367m)

13%

Gross Portfolio net fair value

movement*

(31 March 2025: 5%)

0.5%

Admin expenses (net of fee

income and exceptional items)

(31 March 2025: 0.6%) vs the

targeted 1% of year-end NAV*

£1,324m

Net Assets

(31 March 2025: £1,236m)

£89m

Invested

(31 March 2025: £73m)

in addition a further £22m from the managed

EIS/VCT funds (31 March 2025: £73m invested

and a further £34m from the managed EIS/

VCT funds)**

£120m

Cash proceeds from

realisations

(31 March 2025: £135m)

*The above figures contain alternative performance measures (“APMs”) – see Note 34 for reconciliation of APMs to IFRS measures.

**EIS and VCT funds are managed by Molten Ventures plc Group but are not consolidated. See accounting policies on page 146 to 157

and Glossary on page 192 to 193 for defined terms.

760p

NAV per share*

(31 March 2025: 671p)

£52m

Consolidated Group Cash

(31 March 2025: £89m)

CEO, Ben Wilkinson on

stage at Investor Day.

£38m

Share buybacks completed

during the year, with a

further £1m completed post

period-end

(31 March 2025: £17m)

MOLTENVENTURES.COM

OVERVIEW

Financial highlights

Fair value increase

in the year

£172 million Net Fair Value increase, exclusive of

the impact of FX.

Strong Core

average revenue

Average revenue of over $600 million in the

Core Portfolio, including those that are currently

earning over $1 billion a year in revenue.

Increased maturity

in the Core

7 of the Core Portfolio profitable.

Well funded

Core Portfolio

88% of Core Portfolio companies funded for at

least 12 months.

Strong Core gross

margin position

Core Portfolio companies average gross margin of

70% for 2025, excluding pre-revenue companies.

Strong funding in the

Core and Emerging

$3.75 billion raised from funding rounds.

Over $3.5 billion raised by Core companies and

over $200 million for Emerging companies.

ANNUAL REPORT FY26

Portfolio and operational highlights

£15m

Secondary

Total investments by type in FY26

Breakdown of £89m balance sheet investments.

£37m

Direct

£37m

Fund

investments

Our Sustainability Report will be published on 16 June 2026 and will be available on our website: investors.moltenventures.com/

sustainability

£18m

ICEYE

Total realisations in FY26

Breakdown of £120m balance sheet realisations

£50m

Revolut

£20m

Freetrade

£9m

Lyst

£5m

Terraview

£18m

Remaining

£89m

Grand Total

£120m

Grand Total

MOLTENVENTURES.COM

OVERVIEW

ANNUAL REPORT FY26

Strategic

Report

Contents

Strategic Report

Our business at a glance

Our investment case

Chairman’s statement

CEO’s statement

Market overview

Business model

Our investment process

Portfolio review

Backing the Backers: Molten’s Fund of

Fund’s Strategy

Europe’s Secondary Opportunity

Our strategy

Our KPIs

Financial review

Stakeholder engagement and

Section 172 statement

Sustainability at Molten

Risk management

Our principal risks

Viability statement

Co-Founder & Director, Stuart Chapman speaking at Investor Day.

MOLTENVENTURES.COM

STRATEGIC REPORT

We seek exciting opportunities...

No. of companies by sector

No. of portfolio companies

100

120

31-Mar-26

31-Mar-25

31-Mar-23

31-Mar-22

31-Mar-21

Core

Core (indirectly managed)

Emerging

Emerging (indirectly managed)

118

109

101

18%

53%

13%

16%

Consumer tech

Deeptech & Hardware

Enterprise tech

Digital Health

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

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

£1,525

Gross Portfolio Value*

at 31 March 2026

£89

Balance sheet investments

during the year

£120

Cash proceeds from

realisations during the year

£172

Gross Portfolio fair value

increase (net of FX impact)*

*The above figures contain alternative performance measures (“APMs”) – see Note 34 for reconciliation of APMs to IFRS measures. See the Glossary on pages 192 to 193 for

defined terms.

For further information on our portfolio companies and sub-sectors, see our

portfolio review on pages 22 to 42.

Across four core sectors...

Consumer technology

New consumer-facing products, innovative business models,

and proven execution capabilities which bring exceptional

opportunities that are enabled by technology.

Enterprise technology

The software infrastructure, applications and services that

make enterprises more productive, cost-efficient, and

smoother to run.

Hardware & Deeptech

R&D-heavy technologies that emerge to become

commercially dominant, upending industries and enabling

entirely new ways of living and doing business.

Digital health

Using data, software and hardware to create new products

and services for the health and wellness market.

ANNUAL REPORT FY26

Our business at a glance

17%

14%

47%

18%

throughout Europe...

Where we deploy capital

Western Europe

UK & Ireland

Nordics

Spain

DACH

Graphic includes direct and indirect investments incl. via EarlyBird since the

2016 IPO.

Indicative only, not all locations are visually represented in the graphic

Providing investors with access to an actively managed

portfolio of high-potential companies

As our companies grow, we have the ability to provide follow-on capital to build our stake. As at 31 March 2026, 64% of Gross Portfolio Value

and 73% of our Net Asset Value is distributed across 17 companies, representing our Core Portfolio. By doubling down on the winners in our

portfolio, we manage the risk exposure of the portfolio and generate improved upside potential. Equally, our more flexible approach to capital

enables the companies themselves to grow over a longer period and create value for the benefit of our shareholders. When we exit companies,

cash is returned to the balance sheet and deployed in line with our balanced capital allocation policy.

What’s in a share

NAV breakdown

18%

Net other assets/

liabilities

Cash

Core Portfolio

Emerging portfolio

Total 100%

41%

73%

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

Cash

When we exit from companies,

the cash generated is returned

to the balance sheet and

deployed in line with our

balanced capital allocation

policy.

Core Portfolio

The companies in the portfolio

representing 64% of the Gross

Portfolio Value, which is 73% of the

NAV. Molten provides follow-

on capital, developing a more

significant stake in the business once

it has proven its business model.

Emerging portfolio

The Group continually invests in

exceptional entrepreneurial and fast-

growing tech businesses.

Net other assets and liabilities*

Other assets and liabilities of the

Group.

* To see more details on other

assets and liabilities, please see the

consolidated statement of financial

position on page 142.

MOLTENVENTURES.COM

STRATEGIC REPORT

Our investment case

Camilla Taylor, CFO of SatVU

presenting at Molten Investor Day 2026.

Exposure to a private

asset class via a FTSE

250 company

We provide access to the VC asset

class in a growing European market.

We have a diversified portfolio of

100+ companies actively managed

by an established portfolio team.

The top 17 comprise 64% of Gross

Portfolio Value across sectors and

stages, spanning the UK and Europe.

Capturing full

growth potential

Our evergreen balance sheet allows

Molten to take a long-term approach

to investing in and developing high-

growth technology companies across

the UK and Europe. We capture their

full growth potential by building

meaningful ownership stakes

over time.

Multiple and

growing sources of

capital to deploy

We combine multiple pools of

capital to invest in the best UK and

European technology companies.

We can deploy capital from across

investment strategies - Plc, EIS, VCT,

co-invest vehicles, FoF and strategic

partnerships.

Established track record of exits

Molten Ventures has deployed over £1.3 billion in capital,

and realised £780 million from successful exits since IPO, thus

demonstrating a strong track record of value creation for

investors.

Disciplined Capital Allocation

To deliver long-term value for our shareholders, we follow

our capital allocation policy, which outlines how the Company

intends to deploy capital resources across NAV per share

accretive opportunities.

ANNUAL REPORT FY26

Key

Returns

Multiple

% of

Invested

Capital

Return

Proceeds

14%

–

33%

£51m

< 1x

Fully

realised

Partially realised

Accessed via strategic relationships

with Earlybird or Seedcamp

25%

£134m

1x < 3x

13%

£355m

5x+

3x < 5x

15%

£184m

This was a strong year for exits, realising £120 million which further adds to our track record of realising assets and redeploying capital into further

exciting value creation opportunities.

Returns track record 2016 IPO to 31 March 2026

A proven track record

MOLTENVENTURES.COM

world

stores

Note: Figures displayed are subject to rounding. Past performance is not a reliable indicator of future performance. This presentation includes larger realisations only and does not

reflect certain realisations through underlying funds and relating to the Fund of Funds programme

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

**Pertains to “Returns” deals only as appear on this presentation and includes exits and interest payments on debt

*** Loss ratio as a percentage of invested capital is 8% which is calculated as the realised loss over the total cash invested since IPO

MOLTENVENTURES.COM

STRATEGIC REPORT

Dear Shareholders,

FY26 has been a year of meaningful strategic progress for Molten

Ventures. Against a challenging macroeconomic and geopolitical

backdrop that has tested capital markets globally, your Company has

demonstrated resilience, discipline and a determination to build long-

term value for shareholders and, importantly, has delivered against the

strategy it set out.

This was the first full financial year under Ben Wilkinson’s leadership as

Chief Executive, and marks ten years since Molten’s IPO and twenty since

the business was founded. Over that period Molten has built a distinctive

long-term track record as a leading European venture investor, and it is

that pedigree, together with the progress made this year, that underpins

the Board’s confidence in the direction of the business.

The strategic refocus Ben set out: concentrating capital at Series A and B,

building out our secondaries capability, and scaling third-party capital

alongside our evergreen balance sheet, is now well underway and, as

the results demonstrate, is delivering. The Board is firmly supportive of

this direction and encouraged by the pace of execution. The securing

of a cornerstone commitment for our new Growth Fund is a significant

milestone and, in the Board’s view, an important external endorsement

of the scaling strategy. The detail of how this strategy is being executed

across the portfolio is set out in the Chief Executive’s Review.

The policy environment is also moving in a constructive direction. The

growing recognition of European technology sovereignty, the Mansion

House Accord, and wider efforts to unlock domestic institutional capital

into growth companies all create structural opportunities that Molten is

well placed to capture.

Portfolio and performance

Our portfolio companies have continued to demonstrate encouraging

fundamentals, and these metrics give the Board confidence that the

underlying quality of our investments is strong, even where the broader

market environment has constrained some valuations and exit activity.

The team has made good progress on realisations during the year

and has taken a proactive approach to exit preparation and portfolio

management, ensuring that the portfolio is well positioned to benefit as

market conditions improve.

Our share buyback programme formed part of a clear, Board-endorsed

capital allocation discipline that prioritises NAV per share accretive uses

of capital, with returns to shareholders through buybacks where they are

accretive to NAV per share. As part of this, the Board resolved to allocate

an additional £38 million to the programme during the financial year. A

fuller discussion of investment deployment, the buyback programme

and capital allocation priorities can be found in the Chief Executive

Officer’s and Chief Financial Officer’s Reviews.

People and culture

Our people are the foundation of our success, and I am pleased with

the progress made during FY26 to strengthen the team and embed a

strong, values-driven culture. The investment team has seen thoughtful

evolution, with new joiners at Investment Manager and Associate level

complementing the experience of the existing team.

We welcomed

Franco Danesi as Senior Partner and furthered our secondaries capability

by establishing a dedicated Secondaries team.

Laurence Hollingworth

Chairman

ANNUAL REPORT FY26

Chairman’s statement

The appointment of Chantal Cantle as Chief People Officer in June

2025 has provided renewed impetus to our people strategy, with a

focus on structured career pathways, development programmes and

the articulation of the Company’s values. The Board is mindful of the

importance of succession planning at all levels of the business, and

structured pathways to promotion for high-performing team members

have been established. Employee engagement feedback has been

positive, with strong support for the business direction, leadership, and

the balance between autonomy and structure. Further detail on these

initiatives can be found in the Sustainability Report and Governance

Reports.

Board and governance

The Board has continued to evolve its governance framework in line

with best practice. During the year, we undertook preparatory work for

compliance with the 2024 UK Corporate Governance Code, including the

addition of new sections addressing board leadership, purpose, culture

and values. We have also enhanced our approach to risk management and

internal controls in line with the updated Code’s requirements.

Grahame Cook will stand for re-election at this year’s Annual General

Meeting for a final term before retiring from the Board. Grahame has

served as a Non-Executive Director since the Company’s IPO and has

made an invaluable contribution to the Board, including as Chair of the

Audit, Risk and Valuations Committee and as interim Chairman in the

period before my appointment. On behalf of the Board, I would like to

thank Grahame for his dedicated service over many years, including for

standing in as interim Chairman during the leadership transition. Further

details of the planned succession arrangements can be found in the

Nomination Committee Report on page 95.

Shareholder engagement

During the year, the Board undertook a thorough review of the

Company’s available strategic opportunities. Having considered each

rigorously, the Board unanimously concluded that the current strategy

of disciplined primary investment, proactive portfolio management and

development, and selective capital return, remains the most compelling

path to long-term value creation. I have personally engaged directly with

all our large institutional shareholders, and the overwhelming majority

expressed clear support for this direction. These conversations have been

encouraging and candid, and I remain committed to maintaining an open

dialogue with all our shareholders.

Separately, our Senior Independent Director and Chair of the

Remuneration Committee, Sarah Gentleman, has conducted a thorough

consultation with shareholders on the Company’s remuneration policy.

The feedback has been positive, with shareholders supportive of the

proposed approach. The strong operational performance delivered

during FY26 is reflected in the corporate KPI outcomes disclosed in the

Directors’ Remuneration Report on page 108.

Outlook

Exit markets remain in recovery, and the Board is conscious that the

pace of improvement is not yet fully predictable. Against that backdrop,

the Board takes confidence from the foundations established during

FY26: a focused investment strategy, a strengthened team, and a

capital allocation framework that has delivered meaningful NAV per

share growth. The work underway to scale Molten’s third-party capital

platform, which Ben describes in detail in his review, represents in the

Board’s view the most significant medium-term opportunity for the

business. We enter FY27 with clear priorities, a cohesive team, and a

Board that is fully supportive of the direction being taken. I look forward

to reporting on further progress.

I would like to thank our shareholders, portfolio company founders and

my fellow Directors for their continued support. I am particularly grateful

to the entire Molten Ventures team for their dedication during what

has been a demanding but genuinely exciting year for Molten. I look

forward to reporting on further progress next year.

Laurence Hollingworth

Chairman

9 June 2026

MOLTENVENTURES.COM

STRATEGIC REPORT

Twenty years of Molten

FY26 marks two milestone anniversaries for Molten Ventures: twenty

years since we were founded as a venture investor in European

technology, and ten years since our IPO in June 2016. During that

period, we have deployed over £1.3 billion, realised more than

£780 million, and delivered average portfolio returns of 26% per

annum against a 20% target. Those numbers are not just a function of

picking well at the outset. They reflect our ability to curate and actively

manage the portfolio over many years supporting founders through

initial investments, follow-on rounds, pivots, and exits which is a

distinct VC skillset and where value compounds across cycles. Venture

matters because it is how the next generation of companies are built

and with them the innovation, skilled jobs, IP and resilience that flow

through the wider economy.

Venture returns are defined by the power-law, where

a small number

of category-winning companies drive the bulk of returns, and the

discipline lies in identifying those companies early, backing them

with conviction, and doubling down as they scale. Venture delivers

the strongest long-term returns of any private capital strategy. The

UK Private Capital (‘UKPC’) 2025 Performance Measurement Survey

shows UK venture funds generating since-inception returns ahead of

small and mid private equity over the long run, with exposure to the

structural growth themes such as AI, space, fintech, energy transition,

digital health and quantum, that are reshaping the global economy.

Molten gives institutional and public market investors scaled, liquid

access to that opportunity in Europe through a platform: a listed

evergreen balance sheet providing liquid exposure, alongside

managed EIS and VCT funds, and a growing third-party capital

business, run by an experienced team with reach across the European

ecosystem.

We are committed to delivering shareholder returns, underpinned by

our strategic priorities: driving NAV growth through our core investing

strength at Series A and B, scaling our third-party asset management

platform, putting capital to NAV-accretive use, and narrowing the

share price discount to NAV. Our FY26 performance, together with the

progress we have made since the period-end, demonstrates strong

execution against each of these priorities.

FY26 Performance Overview

FY26 was a year of meaningful progress. NAV per share grew 13% to

760p, and Gross Portfolio Value rose 13% to around £1,525 million.

Fair value growth, excluding foreign exchange, in the portfolio

was £172 million, or 13%. Realisations remained strong, generating

£120 million of cash proceeds at an average 3x multiple on invested

capital. We deployed £89 million into new and follow-on investments

and returned £38 million to shareholders through the share buyback

programme, a NAV per share accretive use of capital that contributed

21p to the total 89p NAV per share uplift. We held operating costs

well below our 1% of NAV target. We grew the team with new hires,

including a dedicated secondaries team to support our scaling

ambitions. The portfolio is balanced with strong operational delivery

and funding rounds at ICEYE, Revolut, Ledger and Riverlane more than

offset pressure in some listed comparables. Two portfolio companies,

Modo Energy and Manna, moved into the Core during the year

following successful Series B rounds.

Realisations and Investments

The £120 million returned in FY26 builds on £135 million in FY25, taking

the trailing two-year total to £255 million. Partial realisations of Revolut

at 21.0x and ICEYE at 12.9x, alongside full realisations of Freetrade at

1.5x and Lyst at 0.7x, all at or above holding value, reaffirm the maturity

of the portfolio and our disciplined approach to valuation.

Our direct investments included the leading of rounds in Modo Energy

and Manna at the Growth stage, and earlier stage deals in Polymodels

Hub, General Index, Duel and MAIA. These growth investments are an

example of where

our differentiated deal flow, brand and ability to

lead create the most value, and they sit in the persistent funding gap

European growth-stage companies face.

On secondaries, we acquired a stake in Speedinvest Continuation

Fund I, building on Molten’s long track record in this market. We’ve

realised over £200 million from earlier secondaries positions, with a

distribution-to-paid-in multiple of over 1.7x and a TVPI of over 2.3x.

The logic is compelling, shorter duration, better visibility on exit,

attractive entry pricing in a constrained liquidity environment, and a

market where our European network is genuinely differentiated.

European Technology

The case for European technology has never been more compelling.

Category-defining companies are emerging across artificial

intelligence (‘AI’), space, fintech, energy transition, digital health,

cyber and quantum. The growing case for European technological

sovereignty and the recognition that critical infrastructure like defence

applications, payments rails and frontier compute can’t depend wholly

on capital outside the region is further compounding strategic interest

in European champions. This plays directly to Molten’s positioning

as a pan-European Series A and B investor. Capital is being recycled,

CEO’s statement

Ben Wilkinson

Chief Executive Officer

ANNUAL REPORT FY26

entrepreneurial talent is starting new businesses, the investor

ecosystem is deepening and the European flywheel is turning.

Our thesis is consistent, we back the enabling layers, the infrastructure,

middleware, data, and governance rails on which whole sectors are

built. It is a less crowded part of the market, the unit economics are

more durable, and it is where European founders have a genuine

right to win. Europe’s strengths play directly into this layer, regulatory

proximity to the world’s most demanding customers, a deep open-

source and engineering heritage, sovereign procurement tailwinds,

and an unrivalled density of technical talent coming out of our

universities and research clusters.

Our portfolio is well diversified, with a pipeline of investment, growth

and realisation (both full and partial) opportunities, reflecting exposure

to areas of tangible demand and commercial traction. Two areas of

particular focus, both for the wider market and for Molten, have been

AI and Space.

AI is the most significant generational shift in technology since the

internet. We’re in the sixth wave of technology, and our primary area

of focus is the enabling middleware layer, security and governance,

workload intelligence, agentic commerce infrastructure, and the data

infrastructure for AI memory, rather than the foundational models or

the application layer. We continue to invest with discipline and are

not chasing the hyped-up applications at stretched valuations; instead

we aim to back businesses where AI compounds an existing data,

distribution or workflow advantage, and where European founders

have a genuine right to win. Thought Machine, the cloud-native

core banking provider, sit in the technology infrastructure layer that

customers increasingly rely on as the foundation for AI deployment.

Aircall, our cloud-based phone platform, has embedded AI into

its product and was a standout fair-value contributor in the period.

RavenPack supplies AI-driven analytics to financial markets clients.

Among our newer FY26 positions, we led a $10 million Series A

extension in General Index, a London-based provider of transparent,

technology-driven energy and commodity pricing benchmarks, and

a £7 million Series A in Polymodels Hub, which applies modelling,

simulation and AI to pharmaceutical process development.

Space has moved from speculative thesis to commercial reality

faster than most anticipated. ICEYE, our largest space holding and

operator of the world’s largest synthetic-aperture radar satellite

constellation, delivered revenues of $250 million and backlog contracts

of $1.7 billion, secured a series of major government and defence

contracts during the year, including programmes with the Polish

Armed Forces, the Finnish Defence Forces and the Portuguese Air

Force, alongside a multi-billion-euro contract with Germany through

its Rheinmetall joint venture. The maturity of the business is reflected in

the £17 million partial realisation we completed during the year as part

of the $2.8 billion Series E, with substantial value retained.

ISAR Aerospace remains the leading European launch services

provider; following its first orbital launch attempt from continental

Europe in 2025, the company has spent FY26 preparing for its

qualification mission, expanding its production facilities, and

continuing to win commercial contracts.

SatVu, our thermal intelligence holding, secured a £30 million funding

round in February 2026 led by the NATO Innovation Fund and

including the British Business Bank, with Molten as lead among existing

investors. The round funds the build-out of SatVu’s multi-satellite

thermal constellation, with HotSat-2 and HotSat-3 due for launch in

2026 and a further three satellites under contract.

As governments rebuild defence and resilience capacity and

corporates embrace space-driven commercial opportunities, the

momentum in space and launch is structural rather than cyclical, and

we have built deliberate exposure across both areas.

Our model: one platform, multiple

pools of capital

Molten gives investors institutional-grade, scaled access to European

venture and growth-stage technology through a single, integrated

platform. Capital flows in through three pools, our listed PLC balance

sheet, our managed EIS and VCT funds, and a growing pool of third-

party institutional capital, deploying through three complementary

routes: direct primary investments at Series A and B, where we lead

and shape rounds; secondary investments, where we acquire mature,

high-quality portfolios with nearer-term liquidity; and a focused

Fund of Funds programme, which gives us early visibility on the next

generation of category leaders across the European seed ecosystem.

Each route reinforces the others. Fund of Funds and seed exposure

feed proprietary deal flow into the direct programme. The direct

portfolio generates the realisations that recycle capital back into

new investments and shareholder returns. Secondaries add duration

management and a counter-cyclical entry point, and provide the

foundation for our next phase of third-party fundraising. The result is a

platform that can deploy through cycles, realise consistently, and offer

LPs the rare combination of liquidity, diversification and scale in an

asset class.

The venture asset-class case is well established, being the most

direct route to the structural growth themes such as, AI, space,

fintech, climate, digital health and quantum, that are reshaping the

global economy. The challenge has always been access at scale, with

appropriate governance, at an attractive entry point. Molten’s platform

is built precisely to close that gap: a twenty-year track record, a listed

evergreen vehicle, and a growing opportunity for co-investment and

fund structures alongside it.

Strategic Priorities and Capital Allocation

In February 2025 I set out a strategic refocus built around five clear

priorities, all directed at delivering NAV per share growth and long-

term shareholder returns: (i) reinforce our core investing strength

in Series A and B; (ii) scale portfolio development and institutional

co-investment; (iii) operate a narrower, more focused Fund of Funds

programme; (iv) maintain balance sheet strength and NAV accretive

use of capital; and (v) narrow the share price discount to NAV. On Fund

of Funds, while we are concentrating future commitments on a smaller,

select group of managers, we also took the opportunity in December

2025 to repurchase the previously syndicated portion of our Fund

of Funds programme for £20 million. This was an opportunistic

transaction to acquire a high-quality portfolio we know intimately,

brought back fully onto our balance sheet at attractive pricing. We’ve

added to and upskilled the team to support delivery, including the

establishment of a dedicated secondaries team during the year. We

continue to reaffirm our capital allocation policy being a balanced

approach prioritising NAV per share accretive uses of capital, with a

minimum of 10% of realisation proceeds returned to shareholders

through the share buyback programme. During FY26, supported

by strong realisations, the buyback programme contributed 21p to

the total 89p uplift in NAV per share, alongside continued portfolio

development through new and follow-on investments.

Together, these actions have helped narrow the share price discount

to NAV, which remains a key focus for the Board.

Building scale

Third-party fundraising is now the central pillar of our scaling strategy,

and we’re building it on a platform that already works. The operational,

governance and reporting infrastructure of an institutional-grade

European venture capital investor is in place today.

MOLTENVENTURES.COM

STRATEGIC REPORT

Our task is to layer additional third-party capital onto it. We’re not

opportunity constrained, we’re capital constrained and the chance

to do more with more is clearly there. We secured a cornerstone

commitment for our new growth fund, a significant milestone and a

strong endorsement of the strategy. The cornerstone investor validates

the proposition, de-risks the path to a first close, and gives us real

momentum to bring in further institutional LPs on the back of it. Just

as importantly, it enables us to lead and scale Series B+ rounds in

Europe, backing our highest-conviction companies with the depth

of capital they need to compete globally, without stretching the plc

balance sheet. For Molten, that means more ownership in the winners,

stronger management fee economics over time, and a clearer route

to narrowing the discount to NAV. Molten East, our fund focused

on technology companies across the Central and Eastern European

region, is progressing well and we expect a first close in 2026. Our

new dedicated secondaries team is preparing a third-party fundraise

targeting a market where competition for high-quality assets remains

comparatively low and entry pricing is attractive. We’re also engaged

with the UK and European pension and insurance investors, on

initiatives aligned with the policy direction of unlocking domestic

institutional capital for growth companies.

The macro backdrop is supportive: UK Private Capital’s (formerly the

BVCA) 2025 Report on Investment Activity shows UK private capital

fundraising rising to £58.7 billion during 2025 with pension funds the

largest contributor at 23%. Molten provides a complete proposition for

diversified exposure to European growth-stage technology: a twenty-

year track record, an established team and platform, a diversified

portfolio of more than 90 direct and indirect positions, multiple routes

to deploy and realise capital, and the option to participate alongside

us through co-investment structures or dedicated vehicles. These

initiatives share one objective: building third-party capital alongside

our evergreen balance sheet so Molten can participate in larger

opportunities, generate management fee income that strengthens our

cost ratio, and aim to accelerate the closing of the share price discount

to NAV. We continue to assess further options.

Broadening of the Team

None of this happens without the people who execute it. During the

year we continued to hire into the investment team and strengthen

the platform, the technology, finance, communications and operations

capabilities that make a public-market venture business work. In March

2026 we announced the establishment of a dedicated secondaries

team, bringing together Malcolm Ferguson and Nick Sando, who

join from Octopus Ventures with deep experience supporting high-

growth companies, and Steven Mendel, co-founder and former CEO

of ManyPets, who scaled that business to unicorn status and brings

first-hand insight into the liquidity needs of founders, employees and

early investors. The team is focused on raising a dedicated third-

party secondary fund to co-invest alongside the Molten Ventures plc

balance sheet, building on our established track record of acquiring

high-quality, mature assets with nearer-term realisation opportunities.

The team is already pursuing a strong pipeline and is the engine for

the third-party fundraise.

The Portfolio

The portfolio is scaling nicely, with the Core Portfolio consisting of

17 portfolio companies accounting for 64% of the Gross Portfolio

Value. These Core companies are achieving 41% revenue growth with

average gross margins of 70%, and 88% of companies being funded

for at least 12 months, with seven Core holdings are now profitable.

Modo Energy, which builds the global standard for benchmarking and

forecasting electrification assets including batteries, solar, wind and

flexible loads, advanced into the Core during the year following the

£25 million Series B that we led in December 2025; its data is now used

by major asset owners, operators and financiers across Europe, North

America and APAC, with billions of dollars of assets underwritten using

its intelligence. Manna, our drone delivery investment, also progressed

into the Core following the $50 million Series B; the business now

operates across Ireland, Texas and Helsinki, with platform partnerships

including Deliveroo, Just Eat, Wolt, DoorDash and Uber as it scales

toward becoming a global drone delivery operator.

Market backdrop and Policy

European venture deal volumes for 2025 were tracking around

$68 billion against the 2021 peak of $125 billion, but the best

businesses continue to attract capital at attractive valuations, whilst our

portfolio companies raised $3.75 billion in aggregate during the year.

In the UK, the Mansion House Accord signed in May 2025 is working

to unlock up to £50 billion of pension scheme capital into private

markets by 2030, with at least half intended for UK assets. Combined

with the British Business Bank’s Growth Partnership and broader

efforts to deepen domestic institutional participation in growth capital,

this represents a structural shift in the funding environment for UK

and European technology companies. We continue to engage with

policymakers and the wider industry on these opportunities, including

through the UKPC, where I sit on as Chair of the Pensions and Private

Capital Expert Panel, and where the case for unlocking domestic

institutional capital into growth assets is being made consistently and

constructively. Molten is well placed to participate in that shift, both

as a listed vehicle that already gives public market investors access

to high-growth private technology and as a manager of third-party

capital for institutions seeking the same exposure.

On geopolitics, Molten has no direct exposure to events in the Middle

East and has not experienced any detrimental first-order effects on the

portfolio arising from the current conflict. We continue to monitor the

wider implications for capital flows, supply chains and risk sentiment as

part of our standard portfolio risk management.

Post-Period End and Outlook

Post period-end, we’ve realised a further c.£63 million from Revolut

while retaining significant upside, alongside securing a cornerstone

investor for our new Growth Fund. This reflects our active approach:

retain upside, release capital, and recycle it into the next generation

of growth opportunities, which is the engine of our capital allocation

policy.

We have entered FY27 with momentum: a well-balanced, robust

portfolio with near-term realisation opportunities, a strengthened

team, and an expanding pipeline of high-conviction opportunities

at Series A and B, supported by structural tailwinds in European

technology sovereignty, accelerating demand in AI, Space and Energy

transition, and initiatives like the Mansion House Accord unlocking

domestic growth capital. Recycling proceeds into this pipeline, not

simply returning them, is how we compound NAV per share over the

cycle. We’re particularly pleased with recent progress on building

scale, which will support consistent deployment and broaden our

access to the best European deals, as we continue to assess further

initiatives to unlock value and close the NAV discount. Our capital

allocation policy is reaffirmed with NAV-accretive deployment first and

returns to shareholders through buybacks where accretive to NAV per

share. I’d like to thank all our colleagues and stakeholders for their hard

work and support.

Ben Wilkinson

Chief Executive Officer

9 June 2026

ANNUAL REPORT FY26

CEO’s statement

continued

Partner, George Chalmers on stage at Investor Day.

Principal, Phoebe speaking on stage at Investor Day.

Rhiannon White, CEO of Clue and

Partner, Inga Deakin at Investor Day.

MOLTENVENTURES.COM

STRATEGIC REPORT

A decade of transformation

As we reflect on Molten Ventures journey since

our IPO a decade ago, it is worth stepping back to

consider how profoundly the broader European

venture ecosystem has changed, where it has

been, where it is headed, and, most importantly,

what comes next.

Ten years ago, European venture capital looked markedly different.

At the time, there were just 47 unicorns, with Spotify, then valued at

$8.5 billion, the largest among them. Today, Europe is home to over

400 unicorns, the largest being Revolut, one of our own portfolio

companies, now valued at $75 billion. This transformation has given rise

to a globally leading ecosystem: London, for instance, is now the world’s

fourth largest venture hub, surpassed only by three US cities.

The scale of capital deployment reflects this maturation. Annual capital

invested has grown more than three times over the past decade to

over $70 billion, with the technology sector now representing 15% of

European GDP, as European venture has evolved from an emerging

asset class to a truly institutional one.

Europe’s enduring structural advantages

Europe benefits from several enduring structural advantages that have

only compounded over time.

Talent

Europe is an inherently attractive environment in which to build a

company which has translated directly into a uniquely well-positioned

technology workforce. There are more PhDs working in European deep

tech companies than in the United States, and Europe has 40% more

software developers than the US. The success of the broader European

venture ecosystem has also made VC-backed companies increasingly

attractive destinations for skilled operators seeking to build global

businesses from Europe.

Research and development

Talent is only as powerful as the research infrastructure that supports

it. Europe is home to more than half of the world’s top science hubs

and has remained a centre of innovation for several decades. This has

fostered deep collaboration between academia and industry, a dynamic

that is more fragmented and deeply rooted in academic tradition

across Europe than in the US, where talent is more commonly absorbed

by large technology companies. This advantage is expected to carry

forward into the next generational shift in technology, where Europe is

home to some of the world’s most renowned AI research institutions.

A compounding flywheel

Together, these advantages have established a substantial flywheel over

the past decade.

Europe has proven its ability to build global winners. Over 1,000

companies have achieved more than $100 million in revenue or $1billion

in value, European companies, including Molten portfolio companies

such as Revolut, N26, Ledger, and Aircall, are not merely European

success stories; they are global ones.

This success has created exceptional and geographically distributed

talent density. Notably, 90% of European unicorns have remained

headquartered within Europe, a level of distributed innovation that is

unmatched globally, with numerous European cities now exhibiting the

depth of talent typically concentrated across only several US hubs.

In turn, this has accelerated the recycling of both capital and expertise

throughout the ecosystem. A growing cohort of second and third-time

founders, many of whom cut their teeth at companies like Spotify and

Wise, are now spinning out to build their own businesses, Revolut alone

has given rise to 45+ companies. The success of this new generation of

VC-backed businesses continues to drive big outcomes, materialising

through sizeable exits: over the past decade, more than $900 billion has

been realised across European venture, with those proceeds cycling

back through the ecosystem to fund the next wave.

An inflection point: a once-

in-a-generation convergence

Europe now sits at a once-in-a-generation convergence moment,

creating an unprecedented opportunity for European technology.

This is largely driven by the sixth wave of technological innovation. Prior

cycles, from the steam engine in the 1770s, railways, heavy engineering,

mass production, and the information technology revolution of the

1970s, each arrived in progressively shorter succession. This new wave

is no different: the era of AI, automation, and robotics, catalysed by

the launch of the first public GPT model in 2022, has disrupted existing

categories and created entirely new business models that were

previously inconceivable.

This technological shift has been accompanied by structural changes

that, for the first time, allow European startups to compete globally

from day one. On the technology side, generative AI combined with

falling cloud costs means that generational businesses can be built from

anywhere, a particular advantage given Europe’s naturally distributed

ecosystem. Structurally, both the UK and the EU has harmonised

frameworks, which make it easier for companies to scale across borders.

At the same time, the need for sovereign capability has never been

more important in an increasingly complex geopolitical environment.

European companies are well positioned to capitalise on this, particularly

in rebuilding critical technology infrastructure across real assets such as,

space, defence, robotics semiconductors, and batteries, creating the

need for European champions alongside global ones.

100

120

140

<$2M

$2M-$10M

$10M-$20M

$20M-$50M

$50M-$100M

$100M-$250M

$250M+

2018

2019

2020

2021

2022

2023

2024

2025

European capital raised by round size

($bns)*

*Pitchbook, 31 March 2026

ANNUAL REPORT FY26

Market overview and opportunity

Artificial intelligence

Funding in AI has accelerated drastically, and we are already seeing

the emergence of category-leading European companies at both the

foundational and application layers. These companies not only attract

the largest rounds but also command premium valuations.

At Molten, we are focused on several high-level areas through our

thematic-led approach:

•

New infrastructure: encompassing cloud-native architectures for

SaaS models, AI compute (particularly inference chips), and high-

efficiency energy workflows.

•

Augmenting existing workflows: through next-generation vertical

software that, combined with open finance, enables a level of

personalisation not previously achievable. This also includes the

rise of agentic commerce and consumer applications, as well as

personalised medicine in healthcare.

•

Unlocking new categories of spend in areas previously difficult

to access, such as resilience and dual-use defence technology,

as well as illiquid assets and wealth management within financial

services.

Looking ahead, we expect enterprise AI adoption and associated

budgets to continue to grow, with success compounding around those

companies able to demonstrate meaningful productivity gains and

return on investment.

Deep technology

Europe’s historic strengths in academia and technical talent have long

underpinned an appetite to invest in frontier technologies, though the

capital required to succeed in these areas has grown considerably.

At Molten, this is a space we have long been excited about, having

backed leaders such as ICEYE and Riverlane across space and quantum

computing.

We see three converging dynamics creating an exceptional window of

opportunity:

•

European defence spending is at its highest level since the

Cold War.

•

Governments are moving at speed, with significant leverage

effects on private capital.

•

Private markets are flowing countercyclically, with defence

technology outperforming and attracting sizable capital inflows.

The scale-up gap: Europe’s

enduring challenge

Notwithstanding the opportunity ahead, access to capital at scale

remains a critical challenge for the European ecosystem.

Europe has approximately the same number of startups raising initial

VC funding as the United States. However, at the breakout stage this

pipeline narrows by two times, and compounds further at the scale-up

phase, where there are seven times fewer $100 million-plus rounds per

year than in the US.

Addressing this gap represents both an obligation and an opportunity

for the European ecosystem.

A second, related challenge is the historic absence of long-term

institutional capital in European venture. From a public procurement

perspective, only 9% of European public spending goes towards

innovation, half the rate in the US.

Similarly, only 20% of European corporates actively engage with

startups, compared with 50% in the US. And pension funds and

university endowments account for just 40% of European venture

funding, versus 90% in the United States. This misalignment has created

an opening for US investors to play an increasingly prominent role in

Europe, participating in 60% of Series C investments compared with

just 20% at the seed stage, precisely the stage at which capital is most

needed to build truly global businesses.

This must change, particularly given the capital requirements of the

growth stage and of R&D-intensive industries. In the UK, the Mansion

House reforms have been a meaningful step in the right direction,

and we are seeing renewed EU commitments through the European

Competitiveness Fund. However, unlocking the full range of institutional

stakeholders required to provide patient, long-term capital will also

demand a cultural shift, both in how institutions allocate capital and in

how European corporates engage with the startup ecosystem.

Molten Ventures Position

With the support of our investors, we believe we have built a

differentiated platform to help address these challenges and to back the

next generation of European champions.

We deploy capital across the full lifecycle of a company’s development:

•

Early stage: through access to seed funds, enabling us to identify

on-the-ground ecosystem winners and gain access to their

breakout stories.

•

Direct investment at early and growth stages: across Series A, B,

and C, supported by our thematic-led sourcing and investment

thesis approach, as well as EIS and VCT capital in the UK, in areas

where we have a 20-year track record.

•

Late stage and pre-IPO: with flexibility to buy out prior funds or

access direct secondary opportunities, leveraging the depth of our

network across the UK and Europe to support companies through

to public markets and beyond.

This full-cycle platform, combined with our extensive portfolio and

fund-of-funds network across the continent, has compounded into a

powerful flywheel of connectivity, relationships, and expertise, enabling

a genuinely differentiated sourcing opportunity.

European venture capital has come a long way over the past decade.

Yet the opportunity ahead remains even greater, as the next wave of

innovation unfolds across artificial intelligence and deep technology.

Europe’s strengths in talent, research, and prior success stories position

us well on the global stage.

At Molten, our role is to back the generational leaders that emerge from

this moment, leveraging our full-cycle platform, deep network, and

thesis-led approach to invest in the companies that will define the next

decade of European and global technology.

MOLTENVENTURES.COM

STRATEGIC REPORT

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

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

of promising private technology companies from across Europe.

Business model

Invest in European tech start ups

Deliver returns & recycle capital

Invest

Pools of

Capital

PLC, EIS, VCT

third-party

capital

Direct

FoF

Secondaries

We draw on multiple sources of capital

for investment, supporting our access to

the best deals. Alongside the money we

invest from our balance sheet, we manage

capital for private investors looking to

invest in tax-efficient ways including

through our managed EIS and VCT funds.

We invest directly in new companies

and follow-on with some of our existing

portfolio. We also look to access

exceptional secondary investments at

attractive valuations from time-to-time,

by acquiring investments held by other

investors and founders.

ANNUAL REPORT FY26

Grow and scale through support

& active management to exit

Grow

Realise

Portfolio development

Active management

Follow-ons

Trade sale

Buy-out

IPO

to the balance sheet

We support growth through both

financial and non-financial activities. See

pages 22 to 42 to find out more about

our portfolio.

As a part of our portfolio support, we

work to ensure our companies are ready

for the road to exit at the right moment.

See pages 22 to 42 to find out more about

our portfolio.

MOLTENVENTURES.COM

STRATEGIC REPORT

Integration of sustainability in our investment strategy

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

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

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

screened against our Exclusion List and, thereafter, assessed as part of our sustainability due diligence process before a final decision is

taken on the investment.

See page 98 and our Sustainability Report to be published on our website on 16 June 2026.

Our investment criteria

Molten and its wider Group aims to seek

out high-growth companies originating

from across Europe, which demonstrate

some or all of the following characteristics:

•

operate in new markets with the

potential for strong cross-border or

global expansion;

•

have the potential to address large

new markets or disrupt major existing

ones, utilising disruptive technology to

achieve this;

•

have competitive barriers to entry to

encourage strong margins and capital

efficient business models;

•

have the potential to be global sector

leaders;

•

are run by impressive entrepreneurs

who have the ability to build world-

class management teams;

•

are backed by strong syndicates of

investors to reduce financing risk in

future rounds;

•

will be attractive candidates for

acquisition by large corporations,

private equity or public ownership by

institutions by way of an IPO;

•

believe in sustainable growth

which has a positive social and/or

environmental impact; and

•

have the potential to generate

multiples on invested capital for

investors.

Exit

(Trade sale,

buy-out, IPO)

support

growth

through

active

management

and portfolio

development.

invest

in new

companies

and

follow-on

with some of

our existing

portfolio.

meet

closely

track

and

screen

thousands of

opportunities

per year.

Thousands

of companies

raising in Europe

Secondary market

access

Fund of funds

ANNUAL REPORT FY26

Our investment process

Our investment stages

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

the capital, expertise and networks to fuel their growth. Investing in growth-stage companies is our core

business, with access to seed stages via our Fund of Funds programme.

Seed

Stage

Early Stage

Series A

Growth Stage

Series B & C+

Late

stage

Pre-IPO/

Exit Stage

Third-party capital strategy

VCT

EIS

Plc

Fund of Funds

Deal governance

Investment Team meetings

Weekly and monthly meetings and quarterly workshops

to (i) establish and track strategy around high priority deals

and (ii) review, discuss and plan the delivery of Molten’s

investment strategy.

Investment Team

Our Investment Team boasts extensive cross-sector

expertise. Many have been founders themselves, adept

at guiding companies through international expansion,

customer acquisition, hiring, funding rounds and exits.

Dealflow

Deals reviewed in the weekly dealflow meeting.

Investment Committee review and decision process takes

place if a company moves onto the next stage (and Board

process if required).

Venture Operations Team

Our Venture Operations Team handles investments,

evaluations, and post-investment portfolio engagement

supported by other operations teams within the business.

MOLTENVENTURES.COM

STRATEGIC REPORT

Consumer technology

Consumer-facing services and products, innovative

business models, and proven execution capabilities that

bring exceptional opportunities enabled by technology.

Enterprise technology

The software infrastructure, applications and services

that make enterprises more productive, cost-efficient,

and smoother to run.

Hardware & Deeptech

R&D-heavy technologies, which emerge to become

commercially dominant, upending industries and

enabling entirely new ways of living and doing business.

Digital health

Using data, software and hardware to create new

products and services for the health and

wellness market.

Molten remains well-diversified across our four key sectors of investments

which capture technology sub-sector themes such as fintech, climate

and cybersecurity & data privacy, with the use of AI being enabled and

integrated within our portfolio.

Fintech

Space

Crypto &

blockchain

Cybersecurity

& data privacy

Molten investment

sub-sectors:

Quantum

Climate &

Energy

Transition

Note: Includes a selection of Molten portfolio companies, prepared for

presentation purposes only. Non-exhaustive, and certain companies

may qualify for multiple categories.

Healthtech

ANNUAL REPORT FY26

Portfolio review

MOLTENVENTURES.COM

STRATEGIC REPORT

Both sides of the fan graph have different axis

Gross Portfolio Value

£1,525m

Gross Portfolio Value at 31 March 2026*

£120m

Cash received from realisations during the year

£89m

Cash invested during the year

£188m

Gross Portfolio fair value movement during the year*

* The above figures contain alternative performance measures (“APMs”) –

see Note 35 for a reconciliation of APMs to IFRS measures.

Core Portfolio breakdown

ANNUAL REPORT FY26

Portfolio review

continued

£59.4m

£62.8m

£70.8m

£71.2m

£83.6m

£101.0m

£114.7m

£175.2m

£50m

£25m

£75m

£100m

£125m

£150m

£175m

£200m

FY26 Fair Value

Fair Value as at 31 March 2025

Investments

Realisations

Fair Value increase

Fair Value decrease

Both sides of the fan graph have different axis

MOLTENVENTURES.COM

STRATEGIC REPORT

£10.5m

£13.6m

£14.9m

£15.1m

£29.9m

£34.5m

£38.7m

£38.9m

£39.7m

£40m

£30m

£20m

£10m

FY26 was a year of strong portfolio performance, disciplined capital deployment

and continued delivery on realisations. Gross Portfolio Value (“GPV”) increased to

£1,525 million (31 March 2025: £1,367 million), driven by £172 million of fair value

growth (13% of opening GPV, excluding foreign exchange). Foreign exchange

contributed a further £16 million uplift, driven primarily by our Euro exposure and

partially offset by US Dollar and other non-Sterling denominated investments.

Overview

Our portfolio valuations process continues to follow the IPEV

Guidelines, reflecting both public market comparables and pricing

in recent funding rounds. Fair value increased by £172 million (13% of

opening GPV), comprising £297 million of uplifts and partially offset by

£123 million of reductions. Growth was led by the Core Portfolio, with

strong contributions from ICEYE, Revolut, Ledger and Riverlane on the

back of new funding rounds and continued commercial momentum,

partially offset by reductions in Coachhub and Schüttflix. Portfolio

companies collectively raised more than $3.75 billion during the year.

Our activities in the year

Disciplined portfolio management remains a defining feature of

how we operate. During FY26 we deployed £89 million from the Plc

balance sheet (FY25: £73 million), with a further £22 million invested

through our managed EIS and VCT funds. Capital was directed into

a focused set of new investments, selective follow-on rounds in

companies hitting clear inflection points, and into our Secondary

strategy where we continue to find attractively priced exposure to

high-quality assets with shorter paths to liquidity.

Follow-on investments

Company

Stage

Sector

What they do

Why we are excited

Growth

Energy &

Climate

Building the global standard for

benchmarking and forecasting

electrification assets, with battery and

solar forecasts used by major asset

owners, operators and financiers

across Europe, North America

and APAC.

Molten led a £25 million Series B

round, investing £12.5m as a follow-on.

Billions of dollars of assets are now

being underwritten, operated and

valued using Modo’s data a structural

opportunity that scales with global

renewable deployment. Modo

advanced into the Core Portfolio during

the year.

Growth

Consumer

Technology

Pioneering drone delivery operator

with a full-stack approach to last-mile

logistics, live in Dublin, Texas and

Helsinki, with partnerships including

Deliveroo, Just Eat and Wolt.

Follow-on capital to support

international scale-up. Manna also

moved into the Core Portfolio during

the year following its successful Series B.

Growth

Enterprise

& SaaS/

Fintech

Banking and insurance product

development platform enabling

financial institutions to launch and

modernise products faster.

A £2.2 million follow-on supporting

a highly disruptive, AI-fluent product

engine that allows banks and insurers to

modernize their technology stack.

Growth

Energy &

Climate

Carbon credit ratings agency

providing independent assessments

of project quality, with ratings now

available on 40+ platforms including

Bloomberg.

Continued conviction following BeZero’s

appointment by the Swiss Government

to assess carbon credits for national

climate targets — one of the strongest

external validations of its position as a

reference standard.

Growth

HealthTech

A company at the intersection of

immunology and data science

decoding the human immune system

using AI and deep, systems-level

immune profiling.

Follow-on capital to accelerate an

AI-driven map of the human immune

system, unlocking breakthroughs in

precision medicine.

Follow-on investments coverage for those above £1.5 million.

ANNUAL REPORT FY26

Portfolio review

continued

Core Portfolio

Fund Investments

Emerging Portfolio

The Core Portfolio comprises 17 companies representing the majority of our Gross Portfolio Value at 31 March 2026. Across this cohort,

revenue grew by 40% in FY26, with average gross margins of approximately 70% (excluding ISAR Aerospace as a pre-revenue company),

confirming that the Core continues to combine high growth with strong unit economics. Cash positions remain healthy: 88% of Core

companies are funded for at least 12 months and seven are now profitable, underpinning the maturity and resilience of this cohort.

The Core Portfolio drove the majority of the £172 million fair value uplift recorded in the year, with £210 million contributing to fair value

growth. Modo Energy and Manna joined the Core Portfolio following successful Series B rounds, illustrating the funnel from Emerging to

Core that is central to our portfolio construction model. Freetrade and Lyst exited the Core through full realisations.

The direct Emerging Portfolio spans a broad range of early to growth-stage technology companies that the team actively support. The best

performing emerging companies become the Core Portfolio, as evidenced by the strong funding rounds for Modo Energy and Manna

now entering the Core.

Selected highlights:

•

BeZero:

Carbon ratings now available on 40+ platforms (including Bloomberg) and 100+ enterprise clients. Following their FY25 Series

C, BeZero was appointed by the Swiss government to assess credits for national climate targets.

•

Deciphex:

secured full UKAS accreditation for its histopathology laboratory, and advanced its AI-driven platforms to improve

efficiency of pathologist review in research and clinical practice.

•

Sightline Climate:

Market intelligence for the climate economy, with growing corporate and investor demand.

•

RenewRisk:

CAT risk models for renewable energy infrastructure, addressing a clear gap in the insurance and project finance markets.

Our Fund Investments capture exposure to our Fund of Funds programme, Earlybird, and our Secondary strategy. Together they

contributed £17 million of fair value growth in FY26 providing diversified exposure to the broader European venture ecosystem alongside

our direct portfolio.

Fund of Funds programme

Since 2017 we have built a diversified seed Fund of Funds programme of over 80 funds. Total commitments at 31 March 2026 stand at

£157 million, of which £130 million has been drawn; the remaining £27 million is expected to draw over the next three to five years. We

continue to back the leading existing and new seed fund managers offering the best insight and breadth across the European ecosystem,

having already committed to 6 new funds.

During the year, Molten completed the acquisition of the remaining syndicated interest in its Fund of Funds programme. Full ownership

consolidates the programme under a single decision-making structure, simplifies the distribution waterfall and ensures all future fair value

growth flows directly to the Group. It also enhances our ability to engage strategically with the underlying fund managers, deepening

access to proprietary deal flow and co-investment opportunities, while preserving optionality to pursue value-enhancing transactions

across the portfolio as market conditions evolve.

Secondary strategy

Our Secondary strategy continued to scale during FY26 and is now supported by a dedicated team established during the year to build

on Molten’s track record of acquiring high-quality assets and portfolios with nearer-term realisation opportunities. During the financial year

Molten committed £15 million to Speedinvest Continuation Fund I, providing attractively priced exposure to a diversified portfolio of high-

quality, later-stage Central European technology companies with a shorter timeline to liquidity.

Cumulative realised proceeds from Molten’s secondary positions now exceed £200 million, with a distribution-to-paid-in capital multiple

of over 1.7x and a TVPI of over 2.3x.

MOLTENVENTURES.COM

STRATEGIC REPORT

Realisations

FY26 realisations totalled £120 million in cash proceeds (FY25: £135 million), delivered at an average 3.0x multiple on invested capital. All

cash realisations were completed at or above carrying value, validating the discipline of our valuation approach. Total cash realisations since

IPO now exceed £780 million.

Confirmed FY26 realisations

Company

Cost (£m)

Proceeds (£m)

Gross MOIC

Revolut (partial)

2.1

45.6

21.0x

ICEYE (partial)

1.4

17.5

12.9x

Freetrade (full)

14.0

20.4

1.5x

Lyst (full)

13.2

9.4

0.7x

Teraview (full)

0.1

5.1

51.0x

Fund realisations and secondaries

4.6

13.8

—

Other realisations (<£2m)

5.5

7.8

—

Total FY26 realisations

41.8

119.6

3.0x

Realisations as a percentage of opening GPV equate to 9%, broadly in line with our annual through-the-cycle target of 10%.

Andrea Kerwat, Head of Portfolio Development

hosts panel with Cynthis Vega, Kantar and Mihkel

Jaatma, CEO of Realeyes at Molten’s Corporate

Innovation Day.

ANNUAL REPORT FY26

Portfolio review

continued

Defensibility in the age of AI

Sector and subsector review

Molten’s portfolio is constructed across four core sectors, Enterprise;

Hardware and Deeptech; Consumer Technology; and Digital Health,

with thematic exposure across fintech, cybersecurity, quantum,

energy and climate, spacetech. With £1.5 billion in Gross Portfolio

Value and over £1 billion spread across these key subsectors. We see

AI as an accelerant of our existing strategies, not a threat to it, and our

diversified portfolio construction is designed to deliver resilience

through cycles.

A framework for evaluating AI exposure

In our March 2026 thought piece, we set out how we think about AI as

investors: whether it shrinks the markets companies operate in, expands

them, or redistributes who captures value within them. That framework

shapes how we read the portfolio. The businesses AI threatens most

are those whose core product is a workflow it can now approximate

for a fraction of the cost. That is a real and specific category. It is not a

description of how we have built this portfolio.

How we think about it

For every business we hold, we assess vulnerability and opportunity

independently, across workflow replication risk, foundation model

absorption, pricing pressure, and the defensibility of the company’s

data and infrastructure. The net of those assessments, done company

by company, drives our view.

Approximately 75% of the direct investment portfolio, being the

Core and Emerging, sits in businesses we assess as net beneficiaries

of AI, either structurally amplified by it or carrying a durable tailwind.

A further 15% relates to companies where we identify real but

manageable headwinds; these receive proportionally greater active

management focus. The remainder sits in businesses where AI is not,

at this time, a material factor either way. We include the full spectrum

of outcomes precisely because we take risk seriously, and because

honesty about where the headwinds exist is a prerequisite for

managing them.

Backing the enabling layer

A consistent strand of our approach is to gain exposure to a powerful

technology theme not by betting on which application wins, but by

owning the infrastructure and enabling layer the entire theme has to

run on.

The pattern recurs across the portfolio. Ledger provides the security

layer that gives us exposure to crypto and blockchain without a view

on any single token or protocol. Riverlane builds the error-correction

software quantum computing cannot scale without, our way to invest

in the quantum thematic at the layer every approach depends on.

Thought Machine and Form3 are the critical infrastructure of modern

banking, core ledger and payments rails so deeply integrated that the

switching cost is operational, not commercial. Aiven is the enabling

middle layer developers build on. And Deciphex is the vertical-specific

infrastructure for pathology, embedded in a regulated market where

trust is earned over years.

AI is simply the latest, and largest, theme to follow this logic. Every

organisation deploying AI agents at scale hits the same problems

immediately: who authorises what the AI does, and what happens

when it touches sensitive data or initiates a transaction. These are not

future problems, they are the bottlenecks engineering teams are

hitting now, and they do not go away regardless of which foundation

model wins. AI did not create them; it made them more urgent. The AI-

powered banking products being built today will run on infrastructure

like Form3’s and Thought Machine’s, not replace it.

There is also a structural tailwind most commentary underweights.

Inference now accounts for 80 to 90% of total AI compute costs over

a model’s lifetime, a sharp reversal of the assumption that training was

the dominant expense, and AI costs grow with every query. This is

precisely where we expect the next wave of durable AI value to accrue:

not in the models, but in the enabling layer that makes them usable,

governable, and affordable at scale.

The build vs. buy question

The companies operating at the application and vertical layer prompt

the most questions, and some scrutiny is fair. AI lowers the cost of

building a credible first version of almost anything, but not the cost of

running a production-grade system in a regulated environment over

time, the reality in which FintechOS operates. And what the best vertical

software companies sell is not automation but proprietary ground truth.

RavenPack’s structured financial dataset is the retrieval layer on which

AI-powered financial decision-making depends, and as AI scales its

value grows because models need a reliable source of truth; BeZero

applies the same principle in carbon markets. SimScale, meanwhile,

illustrates genuine market expansion, physics-grade simulation, once

affordable only to the largest firms, is now within reach of a mid-market

that did not exist at scale before. That is not a threat; it is the market

arriving.

From 1 to 10

AI has compressed the cost of going from zero to one. Going from

one to ten is a different problem. Domain expertise takes years to

accumulate, institutional trust is earned through consistent delivery,

regulatory relationships require years of certification, and proprietary

datasets compound with every data point. These define the businesses

we back, and are precisely the things AI cannot shortcut. The founders

we invest in are not worried about AI taking their business; they are

using it to widen a lead they have already spent years building, and that

is the portfolio we intend to keep building.

MOLTENVENTURES.COM

STRATEGIC REPORT

Space and European

sovereignty

Sector and sub-sector review

Two interlinked themes, space and European technology sovereignty,

are among the clearest sources of structural tailwind for the European

venture ecosystem in which Molten operates.

Space: from frontier to strategic

infrastructure

Space has emerged as a focal point on the geopolitical stage, in terms

of both economic prosperity and strategic importance. The European

Space Agency approved a record €22 billion budget for 2026–2028,

a more than 30% increase, explicitly aimed at strengthening Europe’s

strategic autonomy in space technologies and missions.

Molten’s space exposure is anchored by investments across the Core

and Emerging Portfolio holdings:

•

ICEYE (£101m fair value, 12.95x MOIC), is the world’s leading SAR

small-satellite operator, increasingly contracted by European and

allied governments for sovereign intelligence, surveillance and

reconnaissance capabilities. ICEYE’s data is increasingly viewed as

critical national infrastructure.

•

ISAR Aerospace (£39.7m fair value, 25.1x MOIC): sovereign

European launch capability. With its first test flight completed and

signed commercial contracts, ISAR is among the most credible

European answers to the strategic problem of dependency on

non-European launch providers.

•

SatVu (£1m fair value, 1x MOIC): a British Earth observation

company that captures high-resolution infrared thermal imagery

from space. The company stands out by offering both still thermal

images and up to 60-second video capabilities at a 3.5-meter

resolution.

Together, these holdings give Molten exposure to both the

downstream services layer (data, intelligence) and the upstream access-

to-orbit layer that underpins it, a vertically resilient position in a sector

where European demand is both strategically driven and structurally

underserved.

European sovereignty as a structural

tailwind

The response to European Sovereignty has catalysed a genuine

reindustrialisation agenda. The capital backdrop is unprecedented. An

estimated €1.5 trillion of incremental investment is set to be deployed

across European defence, energy, industry and technology by 2035,

with EU defence spending alone on track to reach 2.5% of GDP.

In the UK, the Mansion House Accord and broader efforts to increase

domestic institutional participation in growth capital reinforce the same

direction of travel, a deeper, more sovereign European capital base for

the technologies that matter most.

We believe Europe is particularly well placed for this moment. Its

engineering culture runs deep; its regulatory frameworks create fertile

ground for security and compliance innovation.

Mapping the portfolio to European

sovereignty

Sovereignty pillar

Portfolio exposure

Space & defence-adjacent

intelligence

ICEYE, ISAR Aerospace, SatVu

Cybersecurity & secure

compute

Binalyze, Ledger

Critical financial infrastructure

Form3, Thought Machine,

Revolut

Energy transition & industrial

decarbonisation

Modo Energy, BeZero,

RenewRisk, Sightline Climate

Quantum & frontier compute

Riverlane

Trusted enterprise data & AI

infrastructure

RavenPack, General Index

Isar Aerospace

SatVu

ICEYE

ANNUAL REPORT FY26

Meet the newest companies in the portfolio

We’re excited to welcome five exceptional new companies to our portfolio, each

tackling a distinct challenge. From Duel’s customer advocacy platform and General

Index’s data-driven commodity pricing, to PolyModels Hub’s biopharma digitisation

tools, and MAIA Technology’s modern investment operating system, we couldn’t be

more excited about what they’re building.

Brand Advocacy Platform for consumer retail brand

Sector: Cloud, enterprise & Saas

Molten co-led $16m Series A in

September 2025

Energy pricing provider for global commodity markets

Sector: Cloud, enterprise & Saas

Molten led $10m Series A extension round in

October 2025

Empowering investment managers with cloud-native

portfolio management

Sector: Cloud, enterprise & Saas

Molten led £4m Series A round in January 2026

Speeding up drug development with smart automation

Sector: Digital Health

Molten led $25m Series B in December 2025

MOLTENVENTURES.COM

STRATEGIC REPORT

MOLTENVENTURES.COM

ANNUAL REPORT FY25

Gross Portfolio Value progression

Total

Decrease

Increase

£1,367m

£89m

(£120m)

£16m

£210m

(£54m)

£17m

£1,525m

NAV –

31 March 26

Fair Value –

Fund Investments

Fair Value –

Emerging

Fair Value –

Core

Foreign

Exchange

Realisation

Investments

NAV –

31 March 25

£1,000m

£1,100m

£1,200m

£1,300m

£1,400m

£1,500m

£1,600m

Gross Portfolio Value breakdown

Core Portfolio fair value split by sector

Deeptech & Hardware

Enterprise Technology

Consumer Technology

£309m

£186m

£480m

£975m

Emerging portfolio fair value split by sector

Deeptech & Hardware

Enterprise Technology

Consumer Technology

Digital Health

£35m

£54m

£29m

£104m

£222m

The Gross Portfolio Value progression represents the cash invested and realised during the year, along with the fair value increase and reductions

which net to a gross fair value movement of £172 million, excluding the foreign exchange reduction on the portfolio.

Our Gross Portfolio Value can be broken down by our Core, which makes up 64% of the fair value, our direct emerging portfolio and fund

investments. Our Core and emerging portfolio are diversified across our target sectors.

ANNUAL REPORT FY26

Portfolio review

continued

Emerging

Core

Fund Investments

£222m

£328m

£975m

£1,525m

MOLTENVENTURES.COM

STRATEGIC REPORT

70 %

Average gross margin for the Core Portfolio in

2025, excluding pre-revenue companies.

41 %

Percentage of Core companies achieving

profitability in FY2026, excluding pre-revenue

companies.

11 years

Average age of Core Portfolio company

5 years

Average age of Core Portfolio investment

Our Core portfolio have been held for an average of 5 years and have been in existence for an average of 11 years. They are increasingly mature

businesses which have achieved significant levels of recognition and success.

MOLTENVENTURES.COM

STRATEGIC REPORT

£26m

£9m

£23m

£50m

£23m

£49m

£14m

£28m

Fintech

Crypto & Blockchain

Energy Transition

Healthcare

DeepTech

Enterprise Tech

Cybersecurity & data privacy

Other

£222m

Fair value by subsector

Total Addressable Market 2026 to 2030

Healthtech and the energy transition are two core investment themes for Molten, with

investments in companies such as IMU Biosciences, Deciphex, General Index and BeZero.

Total addressable market (“TAM”) is a commonly used indicator of a market’s potential size.

CAGR*~22%

$114bn

➜

$267bn

CAGR ~25-35%

$5bn

➜

$15-25bn

Healthtech

Energy

Transition

Molten’s Emerging Portfolio represents 15% of the GPV.

* compounded annual growth rate

The Molten Ventures Core portfolio is made up of 17 companies,

representing 64% of the Gross Portfolio Value.

Revolut is a global digital bank offering

accounts, cards, payments, currency

exchange, crypto, and investments

through a single app, serving over

70 million customers worldwide.

Updates from the Year

Reported record profit of $2.3bn for 2025

as revenue surged to $6bn; launched UK

operations, after being awarded its UK

banking licence in March 2026 enabling

broader regulated services; filed U.S.

bank charter application and named new

U.S. CEO in March 2026; launched full

banking operations in Mexico in January

2026; became Global Partner and Official

Back of Shirt Partner of Manchester City

in February 2026; unveiled Audi Revolut

F1 Team partnership with co-branded

cards and fan benefits ahead of March

2026 debut; rolled out Revolut Business

Titan plan in UK with 10GB global data

and premium subscriptions in March 2026;

secured organisation authorisation in Peru

to incorporate as a bank in April 2026

(announced 1 April).

Why are we excited about them?

Revolut is building something structurally

distinct from traditional banking: a globally

scaled financial platform designed not to

improve on legacy infrastructure, but to

make it unnecessary.

The opportunity extends well beyond

payments or consumer accounts. Across

hundreds of millions of users, Revolut

is accumulating a proprietary graph of

financial behaviour that AI is turning

into customer intelligence incumbents

cannot easily replicate. That advantage

compounds over time.

As financial services shift toward platform

models, Revolut is well-positioned to

become the layer on which payments,

credit, investing, and business services

are delivered at scale. We see this as a

genuine category-defining opportunity.

Location:

Paris,

France

Year Invested:

2018

Sector:

AI, Deeptech &

Hardware

Subsector:

Cybersecurity

UN Sustainable Development Goals Mapping:

Ledger provides industry-leading

hardware wallets and software for

securely buying, storing, and managing

cryptocurrencies and NFTs, protecting

users from sophisticated cyber threats

and hacks.

Updates from the Year

The company introduced Ledger

Enterprise HSM On-Premise for

institutional clients and launched

tokenized investment strategies with

partner Midas in March 2026. Ledger

opened a New York City office to scale

U.S. expansion in March 2026. The

company also announced a partnership

with Tangany for securing institutional

settlement in April 2026.

Why are we excited about them?

Ledger holds a structural position in

digital asset security that will be difficult

to replicate as on-chain infrastructure

matures. When central banks deploy

digital currencies, institutions tokenise

securities, and governments move

treasury management on-chain, the due

diligence burden will favour proven

providers over new entrants.

Ledger’s moat is not hardware alone. It is

proprietary secure element technology,

a decade of institutional trust, and a

platform already validated at both

consumer and institutional scale. That

combination is rare.

In an environment where AI accelerates

software vulnerabilities, hardware-rooted

security becomes foundational rather

than optional. We believe Ledger is

well-positioned to be the security layer

that the next generation of financial

infrastructure is built on.

Location:

London,

Year Invested:

2018

Sector:

Consumer

Subsector:

Fintech

UN Sustainable Development Goals Mapping:

ANNUAL REPORT FY26

Portfolio review

continued

CoachHub empowers organizations

to deliver personalized, scalable, and

measurable coaching programs, unlocking

the potential of employees at every level

and driving real business results.

Updates from the Year

CoachHub launched AIMY 1.0 in February

2025, an AI coaching solution developed

in collaboration with Microsoft, making

coaching accessible to employees

across all levels. The platform was built

on validated coaching frameworks

established by CoachHub’s Science

Council and the International Coaching

Federation. In November 2025, the

company unveiled AIMY 2.0, just five

months after the initial launch, with 60

global enterprises adopting the hybrid

AI coaching model. The enhanced

version features more sophisticated

personalisation and contextual

understanding, positioning CoachHub as

a leader in AI-powered coaching at scale.

Why are we excited about them?

As AI absorbs more routine work, human

judgment and adaptability become

the differentiators that organisations

cannot automate. Investing in people

development is shifting from discretionary

to strategic.

CoachHub’s thesis is well-constructed:

coaching delivered as software scales

in ways a consulting model cannot, and

the data generated across thousands

of enterprise sessions has the potential

to become a genuinely valuable asset

over time.

The platform makes personalised

coaching accessible beyond the executive

layer, which matters as skills obsolescence

accelerates across every function. The

market opportunity is real and the

structural tailwinds are clear.

We are working closely with the team

to sharpen execution and demonstrate

measurable outcomes at scale

Location:

Paris,

France

Year Invested:

2016

Sector:

Cloud, Enterprise

& Saas

Subsector:

Telecomms

UN Sustainable Development Goals Mapping:

Location:

Berlin,

Germany

Year Invested:

2020

Sector:

Cloud, Enterprise

& Saas

Subsector:

EdTech

UN Sustainable Development Goals Mapping:

Aircall is a leading cloud-based

phone system, trusted by over

20,000 businesses globally. Their AI-

powered platform transforms business

communications, automating repetitive

tasks, optimizing call routing, and

delivering actionable customer insights.

Updates from the Year

Aircall was named HubSpot’s 2025

Co-selling Partner of the Year for the

third consecutive year and designated

a Premier partner in HubSpot’s newly

launched Technology Partner Program

in February 2026. The company was

recognized as Best for Integrations in

Software Advice’s 2026 Call Centre

Software report in March 2026. Aircall

launched AI Assist Pro, offering real-time

AI coaching and workflow efficiency

tools, in July 2025. The company unveiled

AI Voice Agent to help businesses handle

calls 24/7 in April 2025 and integrated

WhatsApp into its platform in June

2025. Aircall expanded its partnership

with Unlimited Tech Solutions in March

2026.

Why are we excited about them?

Voice remains one of the few enterprise

workflows yet to be meaningfully

digitised, and Aircall is well-positioned

to own that transition. As AI converts

calls from ephemeral conversations into

structured data and autonomous action,

the platform routing those calls becomes

the value layer.

Aircall is not a casualty of the AI shift. It

is the infrastructure AI voice agents run

on. With 20,000 businesses already on

the platform, a growing data flywheel

reinforces model quality, improves

routing, and deepens retention

over time.

The business is operationally disciplined,

scaling profitably while maintaining

strong retention metrics. We see a

credible path to Aircall becoming the

default voice infrastructure layer for

enterprise.

MOLTENVENTURES.COM

STRATEGIC REPORT

ICEYE operates the world’s largest

synthetic aperture radar (SAR) satellite

constellation, providing near real-

time, high-resolution Earth monitoring

for disaster response, insurance, and

government.

Updates from the Year

ICEYE announced its unaudited 2025

financial results on 12 March 2026,

reporting revenue exceeding €250

million, profitability surpassing €100

million, and a backlog of €1.5 billion. The

company doubled in 2025 and expects

similar growth in 2026. In December

2025, ICEYE secured €150 million in

new financing led by General Catalyst,

valuing the company at €2.4 billion. The

company established a joint venture

with Rheinmetall in November 2025,

Rheinmetall ICEYE Space Solutions, which

secured a major multi-billion contract from

the German Armed Forces in December

2025 running through 2030. ICEYE

signed a procurement contract with IHI

Corporation in October 2025 to build an

Earth observation satellite constellation for

Japan. The company launched four new

Generation 4 satellites in March 2025 and

announced partnerships with the Swedish

Armed Forces in January 2026.

Why are we excited about them?

Most Earth observation companies sell

images. ICEYE is building something

closer to a live, continuously updated

record of the physical world, and that

difference is what makes the business

compelling.

The core advantage is time. Every satellite

pass adds another layer to an archive

that grows more valuable the longer it

runs. A competitor launching the same

constellation today would still be years

behind, because ICEYE’s data has already

been collected and cannot be recreated

from scratch.

For customers making high-stakes

decisions around flood risk, infrastructure,

or defence, access to that historical depth

is what makes the product essential rather

than useful. The radar technology also

works through cloud cover, darkness, and

poor weather, where optical satellites go

dark entirely.

Location:

London,

Year Invested:

2019

Sector:

Cloud, Enterprise

& Saas

Subsector:

Fintech

UN Sustainable Development Goals Mapping:

Thought Machine’s Vault platform gives

banks full control to build, launch, and run

any financial product or payment scheme,

replacing legacy infrastructure with

modern, cloud-native technology.

Updates from the Year

Thought Machine announced strategic

partnerships throughout the period to

expand its cloud-native banking platform.

In April 2025, the company partnered

with Unisys to provide end-to-end core

and branch banking solutions integrating

artificial intelligence and biometric

security features. In June 2025, Thought

Machine launched a joint solution with

DXC Technology to accelerate digital

transformation for small and midsize

banks, offering managed services for

legacy core system modernisation. In

August 2025, HCLTech and Thought

Machine partnered to accelerate AI

and cloud-led transformation of banks.

General Bank of Canada selected Thought

Machine in October 2025 for core banking

system modernisation using Vault Core,

and Banco Industrial’s Zigi has used

Thought Machine to advance its digital

platform. In January 2026, Thought

Machine joined the Mastercard Crypto

Programme.

Why are we excited about them?

The legacy systems and IT architectures

that are still used by many banks are

maintained at great cost but still have

a limited future and will need root and

branch replacement. Thought Machine

provides the means to do that and is

building a position as the technology

leader in this space. Additional drivers of

change that are accelerating the take up

of new, forward looking IT architectures

as provided by Thought Machine are the

rise of regulated neo-banks (who do not

have the historical baggage of legacy IT

infrastructure), new product launches and

initiatives including embedded finance,

banking-as-a-service, and AI-native

financial tools.

What separates Thought Machine

from a conventional vendor is what

its architecture makes possible for the

teams building on top of it. Thought

Machine’s product Vaults cloud-native,

API-first foundation allows existing and AI

capabilities to be integrated rather than

engineered from scratch. In practice, that

compresses both the time and the talent

required to bring the next generation of

financial products to market.

Location:

Espoo,

Finland

Year Invested:

2018

Sector:

AI, Deeptech &

Hardware

Subsector:

SpaceTech

UN Sustainable Development Goals Mapping:

ANNUAL REPORT FY26

Portfolio review

continued

Sector:

Form3 provides an enterprise-grade,

cloud-native payments platform, enabling

banks and fintechs to process payments

in real-time, across multiple schemes, with

unparalleled reliability and scalability.

Updates from the Year –

Form

secured additional funding with

investment from BlackRock in January

2026 to accelerate product development

and growth in the US market. The

company expanded its strategic

partnership with SumUp to bring real-time

SEPA payments to millions of European

small businesses. Form3 also delivered its

Verification of Payee compliance solution

for Mollie in January 2026, and separately

signed IFX Payments for its Verification of

Payee solution ahead of the October 2025

Instant Payments Regulation mandate.

The company won the Best Technology

Integration Award in partnership with

Nationwide at the Card and Payments

Awards 2025. Form3

also announced

integration with IBM Cloud for Financial

Services to bring instant payments

capabilities to the platform.

Why are we excited about them?

Payment infrastructure is one of the last

places enterprises take risks, which is

precisely what makes Form3’s position so

defensible. Their cloud-native, real-time

payments platform sits at the core of some

of the UK’s largest banks, with switching

costs defined by regulatory complexity

and years of integration work.

What compounds that position is data.

Every transaction processed enriches

Form3’s fraud signals, settlement patterns,

and anomaly detection, creating a

feedback loop that deepens with scale.

With a strong foothold in the UK’s

emerging account-to-account payments

fabric, a growing US presence through

channel partnerships, and consistent

ARR growth, Form3 is mission-critical

infrastructure at the centre of a structural

shift to real-time payments globally.

Aiven delivers fully managed, open

source data infrastructure on all major

clouds, enabling developers to deploy,

manage, and scale their data systems

quickly and securely.

Updates from the Year

Aiven announced a strategic partnership

with Ververica in June 2025, enabling

companies to monetize their real-time

data through combined streaming

capabilities. On the product front, Aiven

launched a Free Tier for Apache Kafka in

late 2025, marking a significant move to

make managed Kafka accessible at zero

cost. In February 2026, the company

released OpenSearch version 3 (3.3.2) on

its platform shortly after the upstream

release. Additionally, in March 2026,

Aiven introduced automated, zero-

downtime KRaft migrations, allowing

customers to upgrade from ZooKeeper

to KRaft seamlessly following Kafka 4.0’s

deprecation of ZooKeeper support. In

December 2025, Aiven also launched

Valkey JSON module support on Aiven

for Valkey.

Why are we excited about them?

Open source has effectively won the data

infrastructure wars. Kafka, ClickHouse,

PostgreSQL, and OpenSearch are the

tools that the world’s best engineering

teams reach for, not because they are

free, but because they are genuinely

superior to proprietary alternatives. The

challenge is that operating them reliably

in production, across multiple cloud

environments and at enterprise scale,

demands a level of resource that most

organisations cannot sustain.

That is the problem Aiven solves,

making the best open source data tools

available as simply and seamlessly as a

utility. As data volumes continue to grow

and multi-cloud architectures become

the norm, the operational complexity

Aiven removes only becomes more

pronounced. We believe the real

value to customers isn’t just recovered

engineering time, it’s the ability to

redirect that capacity toward work that

genuinely differentiates their business.

Location:

Helsinki,

Finland

Year Invested:

2018

Sector:

Cloud, Enterprise

& Saas

Subsector:

AI & Data, Cloud

UN Sustainable Development Goals Mapping:

Location:

London,

Year Invested:

2018

Sector:

Cloud, Enterprise

& Saas

Subsector:

Fintech

UN Sustainable Development Goals Mapping:

MOLTENVENTURES.COM

STRATEGIC REPORT

Location:

Marbella,

Spain

Year Invested:

2017

Sector:

Cloud, Enterprise

& Saas

Subsector:

Fintech

UN Sustainable Development Goals Mapping:

RavenPack transforms unstructured data

into actionable insights for financial

institutions, enabling better investment,

risk, and compliance decisions through

advanced analytics and AI.

Updates from the Year

Ravenpack’s major new product

“BigData” hit the market in 2025 and has

delivered very meaningful customers

wins and revenue in its first year from

customers integrating Ravenpack into

AI analysis and workflows. RavenPack

secured a strategic investment from FT

Ventures (Financial Times) in October

2025, alongside a landmark content

licensing agreement to integrate

premium FT content into its AI platform.

In March 2026, RavenPack partnered with

the Economist Intelligence Unit (EIU) to

integrate decades of global economic

and geopolitical research into enterprise

AI workflows. The company also

established a partnership with Preqin, a

provider of private markets data.

Why are we excited about them?

Financial markets are among the highest-

value applications for AI, and RavenPack

has spent over two decades building

the data layer to support them. Their

platform transforms unstructured news

and financial data into machine-readable

signals used by the world’s largest banks,

hedge funds, and asset managers. That

proprietary, time-series dataset takes

decades to accumulate and grows more

valuable as institutions accelerate AI

deployment across trading, risk, and

portfolio management.

Newer enterprise data products are

gaining early traction, broadening

the addressable market beyond core

quantitative finance. As AI adoption

in financial services moves from

experimentation to deployment,

RavenPack’s combination of data

depth, institutional trust, and expanding

product surface positions it as essential

infrastructure for intelligent finance.

FintechOS empowers banks and insurers

to create, onboard, and manage financial

products rapidly and cost-effectively,

using a no-code/low-code, AI-driven

platform that integrates with core

systems.

Updates from the Year

FintechOS announced FintechOS 8,

described as the world’s first Unified AI

ProductOps Platform, in November 2025

at its Elevate 2025 conference, with the

full launch set for Q1 2026. The company

reported 50% annual recurring revenue

growth and is on track to achieve 300%

year-over-year growth in US revenue,

following the onboarding of customers

including Vibrant Credit Union and

Hanscom Federal Credit Union. In

October 2025, FintechOS was recognised

in the 2025 Gartner Magic Quadrant for

Retail Core Banking Systems, Europe. The

company extended its partnership with

Fort for global cybersecurity readiness

in April 2025, and secured Microsoft

AI Certification in March 2026. The

FintechOS platform was also selected

by PwC and Microsoft for their digital

banking solution

Why are we excited about them?

Every bank and insurer looking to deploy

AI faces the same structural obstacle: data

locked in legacy systems built decades

ago. FintechOS addresses that problem

directly. Their low-code platform enables

financial institutions to build unified

data layers and launch digital products

in weeks, without replacing core

infrastructure.

That positions them as a prerequisite for

AI adoption in financial services, not a

casualty of it. Insurance is emerging as a

second major growth engine alongside

banking, with strong NRR reflecting deep

workflow integration and meaningful

switching costs. Channel partnerships

with Finastra and TechMahindra are

opening US distribution. The logic is

straightforward: before a bank can be

AI-native, it needs to be digitally modern,

and FintechOS is how they get there.

Location:

London,

Year Invested:

2021

Sector:

Cloud, Enterprise

& Saas

Subsector:

Fintech

UN Sustainable Development Goals Mapping:

ANNUAL REPORT FY26

Portfolio review

continued

Isar Aerospace develops and

manufactures launch vehicles to provide

flexible, cost-effective access to space

for small and medium satellites, driving

European commercial space innovation.

Updates from the Year

Isar Aerospace completed its first test

flight in early 2025 and cleared final

tests for its second Spectrum launch

in December 2025, less than nine

months after the initial test flight. The

company’s second Spectrum rocket

launch from Andøya Spaceport in

Norway is scheduled. In September

2025, Isar Aerospace signed a launch

service agreement with R-Space as

part of the European Space Agency

(ESA) Marketplace programme. The

company also secured two launch service

agreements with ESA and the European

Commission as part of the Flight Ticket

Initiative, becoming the first private

European launch provider to do so. Isar

Aerospace raised additional funding

round in June 2025, bringing total

funding to $594 million. The company

has vehicles 3–7 already in production

and a new 40,000 square metre facility

near Munich opening in 2026.

Why are we excited about them?

Europe has a sovereign access to

space problem, and Isar Aerospace is

the most credible answer to it. Their

Spectrum launch vehicle is designed

from the ground up for the small satellite

market, the fastest growing segment

of the space economy, at a time when

geopolitical pressure is making European

governments and commercial operators

increasingly uncomfortable relying on

non-European launch providers. Defence

spending and long-term industrial policy

are driving that demand, not cyclical

tailwinds. What excites us most is the

team’s execution: vertically integrated

manufacturing, rapid iteration, and a

commercial mindset that mirrors what

SpaceX did to the US launch market. Isar

is building critical infrastructure at exactly

the right moment in European space

history.

Location:

Munich,

Germany

Year Invested:

2022

Sector:

AI, Deeptech &

Hardware

Subsector:

SpaceTech

Location:

Munich,

Germany

Year Invested:

2022

Sector:

Cloud, Enterprise

& Saas

Subsector:

Cloud

UN Sustainable Development Goals Mapping:

HiveMQ is an enterprise-grade MQTT

platform enabling secure, real-time,

and reliable IoT data movement,

empowering businesses to unlock value

from connected devices and drive digital

transformation.

Updates from the Year

HiveMQ announced a strategic intent

to become the leading Industrial AI

Platform in October 2025, alongside the

appointment of Barry Libert as Chairman

and CEO to implement this strategy.

The company continued to release

product updates throughout the period,

including multiple versions of HiveMQ

Edge and HiveMQ CE 2025.5. HiveMQ

published its 2026 Industrial Data & AI

Readiness Survey, highlighting adoption

trends and challenges in industrial

AI. Partner Zaether, a Stellix company,

received HiveMQ’s MQTT Innovation

Award for applying MQTT-based

solutions in regulated manufacturing

environments.

Why are we excited about them?

Every connected device needs a reliable

way to communicate with the cloud.

HiveMQ’s MQTT platform has become

the enterprise standard for doing that at

scale. MQTT is the de facto protocol for

IoT messaging, and HiveMQ built the

dominant commercial implementation,

deeply embedded in mission-critical

systems across industrial manufacturing,

energy, and logistics.

The platform was developed in some

of the most demanding production

environments in the world, and that

heritage is reflected in software

designed for real-world conditions rather

than controlled ones. With IoT device

deployments continuing to accelerate

and the industrial data economy still in its

early stages, HiveMQ occupies a critical

layer of the infrastructure stack.

HiveMQ’s strategic direction is to build

upon Data Streaming with the addition of

Data Intelligence and Agentic AI.

STRATEGIC REPORT

MOLTENVENTURES.COM

Riverlane is developing Deltaflow, the

quantum error correction stack that

enables quantum computers to scale and

tackle problems intractable for classical

supercomputers.

Updates from the Year

Riverlane published a Quantum Error

Correction (QEC) Technology Roadmap

in March 2026, which the company states

could accelerate quantum computing’s

path to utility-scale by three to five

years. In December 2025, Riverlane

scientists published research in Nature

Communications demonstrating how its

Local Clustering Decoder (LCD) enabled

quantum computers to improve speed,

accuracy and throughput, allowing

them to perform one million error-

free operations with four times fewer

qubits. The company also published a

hardware decoder for real-time quantum

error correction in December 2025,

with Deltaflow 3 expected in late 2026

to introduce streaming capabilities for

continuous, real-time error correction.

Riverlane released a report highlighting

the scale of the quantum error

correction challenge, noting that global

government funding for quantum

computing has reached approximately

$50 billion.

Why are we excited about them?

Riverlane published a Quantum Error

Correction (QEC) Technology Roadmap

in March 2026, which the company states

could accelerate quantum computing’s

path to utility-scale by three to five

years. In December 2025, Riverlane

scientists published research in Nature

Communications demonstrating how its

Local Clustering Decoder (LCD) enabled

quantum computers to improve speed,

accuracy and throughput, allowing

them to perform one million error-

free operations with four times fewer

qubits. The company also published a

hardware decoder for real-time quantum

error correction in December 2025,

with Deltaflow 3 expected in late 2026

to introduce streaming capabilities for

continuous, real-time error correction.

Riverlane released a report highlighting

the scale of the quantum error

correction challenge, noting that global

government funding for quantum

computing has reached approximately

$50 billion.

SimScale is a cloud-native simulation

platform enabling engineers worldwide

to run high-fidelity simulations for

fluid dynamics, thermodynamics, and

structural mechanics directly in their

browser.

Updates from the Year

Over the past year, SimScale

strengthened its position as a leader in

AI-powered cloud-based engineering

simulation, announcing a partnership

with nTop to enable the direct import

of advanced geometry for faster

engineering simulations, launching the

general availability of advanced structural

analysis capabilities alongside Hexagon

(eliminating the need for expensive

on-site hardware), and announcing a

partnership with AI Engineering GmbH

to add advanced fluid simulation

capabilities to its platform.. In September

2025, SimScale was recognised as

a Leader by G2 (the world’s largest

software review platform), with a 96%

customer satisfaction score. In the year,

SimScale released its annual Engineering

AI Report, showing that teams using AI

for design are testing nearly 4 times as

many options as before, with AI adoption

among engineering teams nearly

doubling year-over-year.

Why are we excited about them?

Engineering simulation has historically

required expensive on-premises

software and specialised hardware,

limiting access for large enterprises.

SimScale changes that by delivering

CFD, FEA, and thermal analysis through a

browser, at a fraction of the cost.

What sharpens our conviction is the

emergence of the Engineering AI

category. SimScale’s cloud-native

architecture gives it a structural

advantage over legacy incumbents,

which are attempting to retrofit AI onto

on-premise foundations. Synopsys’

$35 billion acquisition of Ansys validates

both the strategic importance of

simulation software and the appetite

for consolidation among large players.

SimScale is building the modern, AI-first

alternative. In markets undergoing

platform transitions, the cloud-native

challenger has a strong track record of

displacing established names.

Location:

Cambridge,

Year Invested:

2021

Sector:

AI, Deeptech &

Hardware

Subsector:

Deeptech,

Quantum

UN Sustainable Development Goals Mapping:

Location:

Munich,

Germany

Year Invested:

2021

Sector:

Cloud, Enterprise

& Saas

Subsector:

Software

UN Sustainable Development Goals Mapping:

ANNUAL REPORT FY26

Portfolio review

continued

Manna operates autonomous drone

fleets delivering food and essentials

directly to homes in minutes,

revolutionizing last-mile logistics with

safe, sustainable, and scalable solutions.

Updates from the Year

Manna secured a $50 million Series B

funding round, bringing total funding

to $110 million. The company plans

to scale operations across the United

States and Europe and expects to create

400 new jobs in Ireland and the US. In

January 2026, Manna reached 250,000

drone deliveries, reporting over 100%

year-on-year delivery growth throughout

2025. During the reporting period,

Manna expanded partnerships including

a Deliveroo drone delivery launch in

Dublin in June 2025 and a UK CAA

Airspace Modernisation Support Fund

award to advance shared airspace drone

operations in Lancashire in May 2025.

Why are we excited about them?

Last-mile delivery is among the most

expensive and carbon-intensive parts

of the supply chain, and ground-based

logistics has no obvious fix. Manna is

building the alternative: a drone delivery

network that is faster, cheaper per

delivery at scale, and significantly cleaner

than any road-based equivalent.

What distinguishes Manna is the

commercial infrastructure around the

technology. Live partnerships with

DoorDash, UberEats, Just Eat, and

Deliveroo provide distribution that would

take years to replicate, with aggregators

already driving a growing share of

order volume. EASA and IAA approvals

are in place, and US market access is

progressing faster than anticipated.

Manna sits at the centre of a $43 billion

aggregator market, owning the delivery

layer that none of them want to build

themselves.

N26 is a fully digital bank offering

personal and business accounts, cards,

and money management via a mobile

app, making banking simple, transparent,

and accessible for millions worldwide.

Updates from the Year

N26 announced significant leadership

changes: co-founder and co-CEO

Maximilian Tayenthal stepped

away from operational duties as of

31 December 2025, with CFO Arnd

Schwierholz taking over on an interim

basis. The bank appointed Mike Dargan,

currently a UBS Group executive board

member, as the new CEO effective

April 2026. In December 2025, German

regulator BaFin imposed new sanctions

on N26, ordering increased oversight

and operational limits following findings

from a 2024 special audit regarding the

bank’s business organisation. On the

product front, N26 launched N26 for

under 18s in January 2026, a kids’ debit

card designed for children aged 7 to 17,

managed through their parent’s N26 app.

Why are we excited about them?

Europe’s retail banking infrastructure

is overdue for replacement, and N26’s

cloud-native architecture gives it a

structural advantage in delivering that.

Built without legacy constraints from

day one, N26 can launch products,

enter markets, and iterate on customer

experience at a pace incumbent banks

cannot match.

That speed compounds into a broader

platform position. What began as a

current account has expanded into

investments, insurance, and embedded

financial services, deepening customer

relationships with each addition. With

over 8 million customers across 24

markets, N26 is operating at a scale

where data and retention reinforce one

another. The infrastructure advantage that

enabled early growth is the same one

that supports what comes next.

Location:

Berlin,

Germany

Year Invested:

2018

Sector:

Consumer

Subsector:

FinTech

UN Sustainable Development Goals Mapping:

Location:

Dublin,

Ireland

Year Invested:

2021

Sector:

AI, Deeptech &

Hardware

Subsector:

Consumer

UN Sustainable Development Goals Mapping:

MOLTENVENTURES.COM

STRATEGIC REPORT

MOLTENVENTURES.COM

Modo Energy provides energy market

data, benchmarking, and forecasting

tools for battery storage and renewables,

supporting investment, risk management,

and operational strategy worldwide.

Updates from the Year

Modo Energy raised a $30 million Series

B funding round led by Molten Ventures,

with participation from ETF Partners,

MMC Ventures, and Fred. Olsen Limited.

Between April 2025 and January

2026, Modo Energy delivered several

significant product enhancements to its

Terminal platform. It launched AI Analyst,

an AI assistant embedded in the Terminal,

and introduced an ERCOT nodal battery

revenue forecast and tooling to create

bankable real-time revenue forecasts

for battery energy storage systems. It

also published a new methodology for

benchmarking optimiser performance

in Australia’s NEM, supporting more

rigorous asset performance analysis.

Why are we excited about them?

Energy markets are growing in

complexity faster than most operators

and investors can manage. Grid-scale

battery storage is expanding rapidly, but

the data infrastructure to value, trade,

and optimise these assets has not kept

pace. Modo is building it.

The platform provides forecasting,

benchmarking, and analytics tools that

are becoming the default reference

point for asset owners, investors, and

utilities across the energy value chain.

Strong gross margins and a customer

base that includes Tesla, Macquarie, and

Schroders reflect both product quality

and institutional trust. With a roadmap

expanding into new geographies

and asset classes, and electrification

continuing to add complexity, the case

for a single system of record across

energy assets strengthens. Modo is

positioned to be that.

Location:

London,

Year invested:

2024

Sector:

Cloud, Enterprise

& Saas

Subsector:

AI & Data

UN Sustainable Development Goals Mapping:

ANNUAL REPORT FY26

Portfolio review

continued

Venture capital has a compounding problem. The best founders tend to know the

best investors. The best investors tend to see the best deals. And the firms that have

spent years building genuine relationships with the European startup ecosystem are

the ones who repeatedly find themselves in the right room at the right time.

Molten’s Fund of Funds programme was built on a simple but powerful premise: that backing the right early-stage fund managers is one of the

most effective ways to access Europe’s next generation of technology companies, and to build the kind of relationships that create long-term

commercial advantage across our entire platform.

Today, that programme encompasses more than 80 funds across over 60 GPs, spanning the UK, the Nordics, the Iberian Peninsula, DACH, and

France. It is one of the largest seed fund networks in Europe. And now we are sharpening how we run it.

From Coverage to Conviction:

The Evolution of the Programme

When we launched the Fund of Funds programme, the goal was

breadth. We wanted to map the European seed ecosystem and to

understand who was backing what, where, and why. That first phase

gave us coverage across over 3,000 companies through 79 funds. It

was, and remains, a remarkable dataset.

But breadth alone is not enough. The next phase of the programme

about depth and selectivity. Rather than maintaining a large number of

smaller LP positions, we are moving towards a tighter network highly

specialised GP partnerships, each one chosen because they offer

something specific: a sector specialism we lack, a geography we want

to deepen, or a pipeline of companies that complements our direct

investment activity.

The relationships, data, and deal flow built through the first phase

remain invaluable. What we are doing now is making the programme

work harder, turning a broad network into a focused platform that

creates genuine commercial advantage for Molten and our partners.

How the Fund of Funds Feeds the

Wider Platform

The Fund of Funds does not operate in isolation. It is one part of a

£1.9 billion platform that spans seed-to-late stage, and its value flows

in multiple directions.

At the seed stage, our GP partnerships give us early visibility into the

companies that will become tomorrow’s growth-stage opportunities.

When a fund manager in our network backs a company at pre-seed,

we often know about it months, sometimes quarters, before it appears

on the radar of the broader market. That early insight shapes our direct

investment decisions at Series A and B, and increasingly informs our

secondaries activity.

The relationship also works the other way. As companies in our FoF

portfolio mature and their early investors seek liquidity, our dedicated

secondaries team is well placed to step in. We have already seen

this in practice where the FoF network directly surfaces secondary

opportunities that others simply cannot reach. This is the “time

machine” effect; using long-standing relationships to access later-stage

assets with the confidence of someone who has been watching from

the beginning.

There is also a data advantage. Across more than 3,000 portfolio

companies, we are building a proprietary picture of European

technology at the seed stage: what sectors are producing the most

promising companies, which geographies are underserved, and

where the capital is flowing. Combined with the qualitative insight of

our GP partners, this gives our investment teams a perspective on the

market that is genuinely hard to replicate.

Where We Are Focused

Geographically, the programme already covers the UK, Nordics,

Iberian Peninsula, DACH, and France. But we are aware of gaps.

Defence, space, energy transition, and certain areas of deep tech

remain underrepresented in our current network, and we are actively

looking for the right specialist managers in those areas.

Sectorally, our core verticals — Enterprise, Deeptech & Hardware,

Consumer and Digital health & wellness — remain central. But we are

also increasingly interested in frontier areas: quantum computing,

semiconductors, AI infrastructure, and the industrial applications

of technology that tend to mature more slowly but create durable

businesses when they do.

We are also open to emerging GPs with exceptional personal track

records who are building something genuinely differentiated. The

venture landscape is not static, and some of the most interesting

opportunities come from backing the next generation of fund

managers before the rest of the market recognises them.

What This Means Going Forward

The Fund of Funds programme has always been about more than

financial returns, though those are critically important too. It is about

building a platform of relationships, data, and deal flow that makes

Molten a better investor across everything we do. As we sharpen the

programme and deepen our key GP partnerships, we expect that

platform effect to grow.

The integration with our secondaries strategy is a natural evolution.

Two parts of Molten that have always been complementary are now

working together more explicitly, creating a feedback loop between

early-stage visibility and late-stage opportunity. This sits alongside our

core Series A and B investment activity, creating a cohesive platform

spanning seed to late stage. We are looking forward to where

that leads.

80+

Funds in our network

60+

GP partnerships

~3,000

Underlying portfolio companies

Backing the Backers: Molten’s Fund

of Funds Strategy

MOLTENVENTURES.COM

STRATEGIC REPORT

For the past decade, much of the attention in European venture capital has been

directed at the early stages of startups, backing founders before the world knows

their name. But a quieter, and compelling opportunity has been building in plain

sight: the secondary market for late-stage European technology companies.

Molten Ventures has been investing in secondaries since 2017, deploying over £130m and generating a gross IRR of 47% on those investments.

Now, for the first time, we are opening this strategy to third-party investors through a dedicated vehicle, with a pipeline already in flight. We have

also assembled a dedicated team to lead the effort.

This piece sets out why we believe the timing is right, what makes the European opportunity distinctive, and what the launch of this strategy

means for investors.

Since 2017

A ~$2 Trillion Market That Remains

Structurally Underserved

Europe’s private technology ecosystem has grown roughly 5x since

2016, with private markets growing 17x and now representing

nearly half of the total value*. The pipeline of late-stage, high-quality

companies on the continent is deep. We estimate approximately 1,600

companies fit the late-stage profile relevant to secondary buyers.

Despite this scale, the European secondaries market remains

significantly less mature than its US counterpart. Dedicated secondary

capital focused on European venture is sparse, specialist knowledge

of individual companies is hard-won, and execution in this market

requires the kind of network and relationship infrastructure that takes

years to build.

The result is a structural pricing inefficiency. Even as the quality

of European technology companies has improved dramatically,

secondary transactions continue to price at meaningful discounts to fair

value, at various points over the past three years. This is not a distressed

market, but rather one where liquidity is sorely needed.

Molten is well

placed to solve this by leveraging the trust, information and access

developed over our 20 years in the European venture ecosystem.

Source: Dealroom.co (private markets, as of 30 Sep 2025; excludes biotech, debt

and grants); S&P Global Market Intelligence (public markets, as of 24 Oct 2025).

Values are based on companies headquartered in Europe.

Why Now

As private companies stay private for longer, founders, early team

members, and institutional investors increasingly face liquidity

pressure. The IPO window has been narrow. Distributions from

venture funds have slowed. Many managers are sitting on mature

portfolios that need resolution. At every level of the capital structure,

from individual employees to fund LPs, motivated sellers exist and the

urgency to transact is real.

But importantly, although liquidity needs are creating opportunities for

disciplined, well-networked buyers to access exceptional companies

at prices that reflect market friction rather than fundamental weakness,

we believe this has become structural rather than temporary.

The exit environment will improve, but the fact that companies are

staying private for longer drives a need for a liquidity solution ahead

of the full exit.

Secondaries play an important role in offering a route

to liquidity that does not require a company to go public or sell

outright. For founders and management teams, that matters: the right

secondary transaction can resolve investor tensions, reward long-

standing employees, and create the runway to keep building. Molten’s

approach is designed with this in mind.

The Molten Advantage: Platform,

Access, and Track Record

What sets Molten apart in this market is the proprietary infrastructure

we have built over more than two decades of European venture

investing. Our Fund of Funds programme spans over 80 LP

commitments across 60 GPs, giving us visibility into approximately

3,000 underlying portfolio companies across the European ecosystem.

When we evaluate a secondary opportunity, we are often already

familiar with the company, its management, and its competitive

position.

From a structural standpoint, Molten approaches secondaries across

three routes: direct secondary purchases onto a company’s cap table,

GP-led transactions through continuation vehicles, and LP secondary

purchases of fund interests. Having access to multiple entry points for

the same company creates optionality on price, timing, and structure.

Our investment criteria focus on late-stage European companies with

at least £50m in revenues, strong year-on-year growth, and a credible

path to liquidity in a target timeframe of three to five years. We target

a return of 3x or more on individual positions. From a universe of 1,600

late-stage companies, we focus down on the 30-50 category leaders

and European champions — companies we get to know well and

where our existing relationships give us a genuine edge.

Our track record speaks to the consistency of this approach. Previous

secondary purchases into companies including Trustpilot, and UiPath

demonstrate what is possible when proprietary access, and deep

sector knowledge come together.

47%

Gross IRR

£130m+

Deployed in secondaries

£220m+

Realisations

ANNUAL REPORT FY26

Europe’s Secondary Opportunity

Introducing the Secondaries Team

To lead this next chapter, Molten has assembled a dedicated

secondaries team: three partners who collectively bring venture

investing, fintech leadership, and scaled entrepreneurial experience to

the strategy.

Malcolm Ferguson

Partner, Secondaries

Malcolm joins Molten after more than a decade at Octopus

Ventures, where he helped scale the platform and led

investments into ManyPets, Vitesse, Opensignal, Flock, and

ByMiles. Before Octopus, he held roles at Bank of America

Merrill Lynch and GP Bullhound.

“Molten has been at the heart of European technology for more

than two decades, building trusted relationships with founders,

investors and partners across the continent. With that network,

I’m excited to lead this team and focus on great businesses that

are a little further along in their journeys, working alongside

the wider Molten team to deliver strong outcomes for everyone

involved.”

Nick Sando

Partner, Secondaries

Nick joins after six years at Octopus Ventures, where he led

the fintech investment team and oversaw around 30 portfolio

companies including Remofirst, Neat, Cobee, and TaxScouts.

A former fintech founder himself, Nick brings first-hand insight

into the operator’s perspective, understanding both the

opportunities and the liquidity pressures that fast-growing

private businesses encounter.

Malcolm, Steven & Nick -

Partners, Secondaries Team

Steven Mendel

Partner, Secondaries

Steven brings deep operational experience as co-founder and

former CEO of ManyPets (formerly Bought By Many), which

he grew from inception to unicorn status and one of the UK’s

leading pet insurers. He is also Chair and co-founder of Lateral,

a health and wealth platform for people aged over 60. Before

entrepreneurship, Steven led Wealth Management at Close

Brothers, ran the savings and investment team

at McKinsey &

Co. and began his career as a pensions actuary.

Looking Ahead

European venture has produced generations of category-defining

technology companies. Many of them remain private, growing fast,

and generating real revenues and profitability. The secondary market

has become the natural home for that kind of opportunity, and it is a

market that is still finding its feet in Europe.

Which is why we have set our focus on building a dedicated

secondaries capability.

It is the logical extension of what Molten has been doing for two

decades — backing Europe’s best technology businesses at the right

moment across seed, Series A and B, and now, the late stage. Our

Fund of Funds programme gives us early visibility into companies

that become tomorrow’s Series A and B opportunities — our direct

investment at that stage keeps us connected to founders and

management teams at every stage. And when those companies

mature and their early investors seek liquidity, our secondaries team

is well placed to step in, accessing opportunities that others simply

cannot reach.

MOLTENVENTURES.COM

STRATEGIC REPORT

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

through technology and innovation’.

Strategic objective

FY26 progress

FY27 outlook

Links

To back disruptive

high-growth technology

companies to invent

the future

• Portfolio companies powering

advancement across whole industries e.g.

Ledger, ICEYE and Riverlane.

•

Continued to build structures that will

enable institutional co-investment.

•

Trading performance from our portfolio

companies continues to be strong, with

our Core Portfolio reporting average

revenue growth of 40% in 2025.

•

Continue to invest in compelling new

investments and develop the Core

and emerging portfolio.

•

Continued focus on our core

investing strength of Series A and B

investments.

•

Maintain a disciplined Fund of Funds

programme.

Link to

principal risks

(pages 67 to 78)

1, 3, 5, 6, 8, 9

Link to KPIs

3, 4

To fuel their growth

with access to capital

•

Investments of £89 million made during

the year, with an additional £22 million

from the managed EIS/VCT funds.

•

Investments made into 4 new companies,

14 follow-ons and 1 secondary transaction.

•

Expected level of annual deployment

in the region of £100 - £150 million,

including the managed EIS/VCT funds.

•

Continued focus on our core investing

strength of Series A and B investments.

•

Continue with our balanced approach

to capital allocation.

Link to

principal risks

(pages 67 to 78)

1, 3, 5, 8, 9

Link to KPIs

To provide a holistic

capital model, supporting

entrepreneurs through the

duration of their journey

•

Provided follow-on support to existing

portfolio companies, including IMU,

Manna and Modo Energy.

•

Continued to build structures that will

enable institutional co-investment.

•

Continued to enhance our Portfolio

Development Function.

•

Continue to utilise our flexible model

to support entrepreneurs through the

duration of their journey.

•

Maintain a disciplined Fund of Funds

programme.

•

Continue with our balanced approach

to capital allocation.

•

Continue to develop our structures

and processes as we grow, including

our portfolio development function.

Link to

principal risks

(pages 67 to 78)

1, 3, 4, 5, 6,

8, 9

Link to KPIs

3, 5

To scale our platform for

growth while maintaining

the integrity of the

investment process

•

The platform’s AUM (including the

managed EIS and VCT) is c.£1.9 billion.

•

Committed £15 million to Speedinvest

Continuation Fund I via a secondary

transaction, leveraging our network to

provide liquidity to later life funds, with a

focus on acquiring portfolios of high-

quality assets with nearer term realisation

opportunities.

•

Continue to consider opportunities

to build structures that will enable

institutional co-investment.

•

Continue to develop our processes as

we grow.

•

Target accretive secondaries at

attractive valuations.

Link to

principal risks

(pages 67 to 78)

1, 3, 4, 5, 6,

8, 9

Link to KPIs

1, 3, 5

To maintain a high-quality

bar for investments

to continue to deliver

strong investment returns

underpinned by cash

realisations

•

Gross Portfolio net fair value increase

of 13%.

•

Realisations of £120 million in the year,

with a further c.£72 million post year-end.

•

Continued target of 20% fair value

growth through the cycle.

•

Continued target of 10% in

realisations of the Gross Portfolio

Value through the cycle.

Link to

principal risks

(pages 67 to 78)

1, 3, 4, 5, 8, 9

Link to KPIs

1, 2, 4

To support visionaries

who find new ways for

the world to work in the

future. We want that future

to be sustainable, fair and

accessible to all

•

We continued to make progress in our

sustainability efforts. 100% achievement

across our FY26 Sustainability KPIs - see

page 59 of this report for further details,

or read more in our Sustainability Report,

which will be available on our website

post release on 16 June 2026.

•

See page 60 for details of FY27

Sustainability KPIs.

Link to

principal risks

(pages 67 to 78)

4, 5, 6

Link to KPIs

ANNUAL REPORT FY26

Our Strategy

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

KPIs are designed to establish, incentivise and track delivery across various performance metrics that are

aligned to value creation for our shareholders.

KPIs

Measurement

Progress this year

Focus for FY27

Growth in value

of the portfolio

Gross Portfolio Value determined

using IPEV Guidelines.

Gross Portfolio fair value

movement during the year was an

increase of £188 million, inclusive

of the impact of FX (FY25: increase

of £51 million).

Continued target of 20% fair

value growth through the cycle.

Realising

cash

Cash generated from portfolio

company exits against original cost.

£120 million realised in the year

(FY25: £135 million).

Continued target of 10%

in realisations of the Gross

Portfolio Value through

the cycle.

New

investments

Deploying funds for investments

into new portfolio companies,

follow-on investments into existing

companies, stake building into

existing companies and secondary

investments.

Investments of £89 million made

during the year (FY25: £73 million,

with an additional £22 million from

the managed EIS/VCT funds (FY25:

£34 million).

Expected level of annual

deployment in the region of

£100 - £150 million, including

EIS/VCT.

Dealflow

Maintaining an internal database

of potential deal opportunities,

including compelling companies

that emerge through the Fund of

Funds programme

We continually track deals done

at stages earlier than our target

investment criteria and filter to

pre-qualify future potential deals.

Through our brand and

network, continue to access

high-quality dealflow across

Europe.

Cash

balances

Maintaining sufficient liquidity to

meet operational requirements,

take advantage of investment

opportunities and support the

growth of portfolio companies.

£52 million cash available to plc,

including undrawn £60 million

revolving credit facility balance

from our debt facility at year end,

with £120 million term debt drawn

(FY25: £149 million, including

undrawn revolving credit facility of

£60 million and £120 million term

debt drawn).

£24 million (FY25: £23 million) cash

in the managed EIS and VCT funds

available for investment.

Target maintenance of

12–18 months of cash resources.

Sustainability

Progress and track sustainability

performance in line with our

Sustainability KPIs (see pages 59

and 60).

We continued to make progress

in our sustainability efforts. 100%

achievement across our FY26

Sustainability KPIs - see page 59

of this report for further details,

or read more in our Sustainability

Report, which will be available

on our website post release on

16 June 2026.

Execute on the Company’s FY27

Sustainability KPIs, which can

be found in the Sustainability

section of the report on

page 60.

MOLTENVENTURES.COM

STRATEGIC REPORT

Our KPIs

Andrew Zimmermann

Chief Financial Officer

The Group delivered strong growth in Gross Portfolio Value and NAV per share

in FY26, with effective execution across our strategic priorities and continued

momentum across realisations, portfolio performance, and capital returns to

shareholders.

Overview

The financial year was characterised by global headlines continuing to

be dominated by macroeconomic uncertainty, geopolitical tensions,

and evolving trade dynamics. While this caused some pressure on

valuations through public market comparables in some sectors, strong

performance and positive funding rounds in the portfolio more than

offset this.

Against this backdrop, we remain focused and confident in our

strategy and exciting portfolio of technology businesses. Positive

industry tailwinds are emerging from the move towards European

technology sovereignty and resilience, and from initiatives such as the

Mansion House Accord, as well as broader efforts to increase domestic

institutional participation in growth capital.

Looking ahead, our optimism is grounded in the strength of our

portfolio. Our companies are innovative, future-focused, and aligned

with the investment themes shaping tomorrow’s economy – including

AI, space, energy transition, fintech, quantum and digital health. We

believe this positions us strongly to deliver long-term value in today’s

environment and beyond.

Financial Performance Highlights

In the financial year to 31 March 2026, Molten delivered strong

growth in the underlying portfolio and continued realisation activity.

Total Gross Portfolio fair value movement (excluding FX) was 13%

or £172 million, with favourable foreign exchange movements

of £16 million. Gross realisation proceeds for the year totalled

£120 million, delivered at an average multiple of 3x on invested

capital, including partial realisations of Revolut (21.0x) and ICEYE (12.9x)

together with full realisations of Freetrade (1.5x) and Lyst (0.7x), all at or

above holding values.

At 31 March 2026, balance sheet cash was £52 million, with £24 million

of additional cash available for investment from the managed EIS

and VCT funds. An undrawn revolving credit facility (‘RCF’) of up to

£60 million provides further funding flexibility, subject to availability

and certain drawing conditions.

Our evergreen balance sheet model allows us to use this liquidity

to maintain a strong capital position and support a balanced capital

allocation policy. In the year to 31 March 2026, we deployed

£89 million into investments to support the growth and development

of our portfolio, including new investments in General Index,

Polymodels, MAIA, and Duel, as well as follow-on Series B investments

in Modo Energy and Manna, and a secondary investment in

Speedinvest Continuation Fund I. A further £22 million was deployed

from the managed EIS and VCT funds.

We also returned £38 million to shareholders via the share buyback

programme (FY25: £17 million), with a total of £60 million committed

since commencement in July 2024. This action reflects our balanced,

ANNUAL REPORT FY26

Financial review

NAV accretive approach to capital allocation and focus on closing the

discount between our share price and NAV through both investment

and share buybacks.

As at 31 March 2026, NAV per share was 760p, up 13% from

31 March 2025 (671p). This was primarily driven by strong performance

and funding rounds in the Core Portfolio, with the share buyback

programme contributing 21p to the uplift.

Molten remains focused on cost discipline and operational efficiency.

Operating costs (net of fee income) were 0.5% of NAV, comfortably

below the 1% target, reflecting continued efforts to streamline

operations and improve the cost-to-NAV ratio, while maintaining

investment in key growth areas to support scaling and generate

additional fee income.

Statement of comprehensive income

We recognised a profit after tax of £120 million in the year compared

to a £1 million loss in FY25.

This was primarily driven by an investment fair value increase of

£142 million (30 March 2025: £23 million). Fee income of £18 million

was generated in the year (31 March 2025: £21 million), principally

comprised of priority profit share (“PPS”), management fees from the

managed EIS/VCT funds, performance fees, and promoter fees. PPS

is generated from management fees charged on the underlying plc

funds; as invested capital increases/decreases net of realisations, PPS

will fluctuate accordingly.

We anticipate that income generated from management of third-

party funds, including the scaling of our co-investment structures, will

provide an additional positive contribution to further offset our cost

base and enhance future profitability.

General and administrative costs totalled £25 million (31 March 2025:

£28 million). These costs decreased 11% year-on-year, driven by

efficiency gains following prior-year restructuring and transition costs,

partially offset by ongoing setup costs for new third-party investment

strategies.

Statement of financial position

The Gross Portfolio Value at 31 March 2026 was £1,525 million

(31 March 2025: £1,367 million), an increase of 12%. The fair value

increase £172 million is the net of £296 million of valuation increases,

offset by £124 million of reductions.

This strong valuation growth was

driven by the strong performance in the Core Portfolio, including

ICEYE, Revolut, Ledger, and Riverlane, more than offsetting downward

pressure on valuations from public market comparables in some

sectors and specific write downs of £75 million across 5 companies.

Two companies in the Emerging Portfolio, Modo Energy and Manna,

also advanced to the Core Portfolio following successful funding

rounds, demonstrating the pipeline of high-quality companies which

can progress through to the Core. The Gross Portfolio Value is an APM

(see Note 34), and a reconciliation from gross to net portfolio value –

which is recognised in the consolidated statement of financial position

– is shown on page 142.

Portfolio companies successfully raised $3.75 billion during the financial

year, including Revolut’s $3 billion round and a further $750 million

raised across notable funding rounds from ICEYE and Manna, along

with Molten-led rounds in Modo Energy, Polymodels, General Index,

and MAIA. Core portfolio companies raised in excess of $500 million

and the Emerging raised over $200 million.

Revenue across the Core Portfolio grew by 40%, reflecting strong

performance in most businesses. Cash runways remain healthy, with

88% of companies funded for at least 12 months and seven already

profitable.

The Gross Portfolio Value is subject to adjustments for the fair value of

any accrued carried interest and deferred tax liabilities that can arise

at the investment vehicle level, to generate the Net Portfolio Value,

which is recognised at fair value through profit and loss (FVtPL) in the

consolidated statement of financial position.

The net fair value movement on investments, including foreign

exchange movements, is reflected in the consolidated statement

of comprehensive income. Carried interest balances are accrued to

current and former employees and consultants of the Group based

on the current fair value at the period end, and deducted from the

Gross Portfolio Value. The Gross Portfolio Value table below reconciles

the Gross to Net Portfolio Values and the movements between

31 March 2025 and 31 March 2026.

Deferred tax liabilities arising on the investment portfolio at group

level were £13 million (31 March 2025: £13 million) (see Note 24).

Net assets in the Consolidated Statement of Financial Position at

31 March 2026 increased by £88 million (7%) from 31 March 2025 and

NAV per share rose to 760p (31 March 2025: 671p), an increase of 13%.

Executing share buybacks at a discount to NAV per share contributed

21p of the increase in NAV per share.

Valuations

Our robust portfolio valuations process follows the IPEV Guidelines,

and we are committed to ensuring that our valuations are as accurate

and responsive to the evolving business environment as possible.

This disciplined valuation approach has been borne out by our strong

track record of realisations at or above NAV holding value despite

challenging market conditions.

See Note 29 for further detail on the

valuation techniques and a breakdown of how they have been applied

to the portfolio. Our investment holdings typically benefit from the

protective structure of preference shares to mitigate downside risk,

without limiting our ability to capture significant upside as valuations

grow. The governance surrounding our valuation process ensures

objectivity, with external audit and validation adding further scrutiny to

our approach.

Liquidity, Debt Facility and Capital

Allocation Policy

Total Group cash available as at 31 March 2026 was £52 million

(31 March 2025: £89 million) and £60 million remained undrawn on the

Company’s RCF (31 March 2025: £60 million). In addition to balance

sheet liquidity, our managed EIS and VCT funds also had £24 million of

additional cash available for investment as at 31 March 2026.

During the period, we received cash proceeds from portfolio

realisations of £120 million. A portion of this was deployed into

investments where £79 million of the £89 million investments

acquisitions have been settled in cash, with £10 million deferred

into the following financial year. A further £22 million was deployed

from the managed EIS and VCT funds. £38 million was returned to

shareholders via the share buyback programme.

Molten manages liquidity risk by maintaining adequate reserves

and ongoing monitoring of forecast and actual cash flows. Capital

resources are managed to ensure that there is sufficient headroom for

18 months’ rolling operating expenses.

The Group’s Extended Debt Facility, agreed in July 2024 with J.P.

Morgan Chase Bank N.A. London Branch and HSBC Innovation

Bank Limited, comprises a £120 million term loan and RCF of up to

£60 million, both on a three-year tenor, secured against various assets,

LP interests and bank accounts in the Group.

Drawdown of the RCF component of the Extended Debt Facility is

subject to a maximum loan-to-value ratio of 12.5%, while the interest

MOLTENVENTURES.COM

STRATEGIC REPORT

rate remains at SONIA plus a margin of 5.5% per annum. The value of

the portfolio continues to be subject to periodic independent third-

party valuation at the discretion of our lenders.

We have been compliant with all relevant financial covenants

throughout the period and at period-end.

As at 31 March 2026, the £120 million term loan was fully drawn and the

£60 million RCF remained undrawn. The drawn amount is recognised

in the consolidated statement of financial position at 31 March 2026,

offset by capitalised fees from the setup of the Extended Debt Facility,

which are being amortised over its life. For further information, please

see Note 23.

The Company’s capital allocation policy, as announced in June 2024,

focuses on the most NAV-accretive uses of capital and balances the

pipeline of exciting new investment opportunities with the ability to

drive returns to shareholders through share buyback programmes,

while maintaining sufficient reserves. The share buyback programme,

which commenced in July 2024, was extended during the year,

bringing the total committed since commencement to £60 million.

During the financial year £38 million was returned to shareholders via

the programme (31 March 2025: £17 million).

The programme was financed through cash resources, acquiring a

total of 10,049,610 ordinary shares for the year ended 31 March 2026

(31 March 2025: 4,871,767), which represent 5.3% (31 March 2025:

2.6%) of the Company’s issued share capital at year end. For further

information, please see Note 26.

Summary

In summary, our exciting, resilient, and diversified portfolio has

delivered strong growth in Gross Portfolio Value and NAV per share,

with continued delivery on realisations and shareholder returns.

Looking forward, our clear focus is on maintaining this performance,

and scaling the business by expanding our third-party co-investment

strategies. As well as giving us further capital to deploy alongside the

plc balance sheet these strategies are expected to contribute to our

fee income and investment returns over the mid to long term, while

further limiting any cost drag on investment returns and in due course

becoming net income generative.

Andrew Zimmermann

Chief Financial Officer

Bobby Healy, CEO of Manna on stage at Molten Ventures Investor Day.

ANNUAL REPORT FY26

Financial review

continued

Gross portfolio value table

Investments

Fair value of

investments

31-Mar-25

£m

Investments

£m

Realisations

£m

Non-

investment

cash

movements

£m

Movement

in foreign

exchange

£m

Fair value

movement

£m

Fair value

movement

31-Mar-26

£m

Fair value of

investments

31-Mar-26

£m

Cost of

investments

31-Mar-26

£m

Multiple of

invested

cost

31-Mar-26

Ownership

interest

range*

Revolut

157.1

–

(49.7)

–

(3.3)

71.1

67.8

175.2

7.8

22.5x

Ledger

75.6

–

3.1

36.0

39.1

114.7

28.5

4.0x

ICEYE

43.2

–

(17.5)

–

(0.9)

76.2

75.3

101.0

21.1

4.8x

Aircall

70.7

–

(1.5)

14.4

12.9

83.6

14.3

5.8x

Aiven

71.8

–

2.9

(3.5)

(0.6)

71.2

4.5

15.9x

Thought

Machine

70.1

–

0.7

70.8

36.5

1.9x

Coachhub

86.9

–

3.5

(27.6)

(24.1)

62.8

31.3

2.0x

Form3

59.4

–

59.4

30.1

2.0x

ISAR Aerospace

22.3

–

0.9

16.5

17.4

39.7

3.9

10.1x

RavenPack

39.2

–

(0.8)

0.5

(0.3)

38.9

7.5

5.2x

Riverlane

19.8

–

18.9

38.7

5.1

7.5x

FintechOS

29.0

2.2

–

1.2

2.2

3.4

34.5

31.8

1.1x

HiveMQ

24.9

–

1.0

4.0

5.0

29.9

25.1

1.2x

Manna

13.1

2.2

–

(0.3)

0.1

(0.2)

15.1

12.9

1.2x

Modo Energy

1.1

12.5

–

1.3

14.9

13.5

1.1x

Simscale

11.3

–

0.5

1.8

2.3

13.6

10.5

1.3x

N26

11.9

–

0.5

(1.9)

(1.4)

10.5

10.6

1.0x

Remaining

560.0

72.6

(52.4)

–

9.4

(38.8)

(29.4)

550.9

615.1

0.9x

Gross

portfolio value

1,367.4

89.5

(119.6)

–

16.2

171.9

188.1

1,525.4

910.3

1.7x

Carry external

(87.5)

–

7.8

–

(31.0)

(110.7)

–

Portfolio

deferred tax

–

(1.4)

–

Trading carry &

co–invest

–

Non–investment

cash movement

–

14.1

–

(14.1)

–

Net

portfolio value

1,279.9

89.5

(111.8)

14.1

16.2

125.4

141.6

1,413.3

* Fully diluted interest categorised as follows: Cat A: 0–5%, Cat B: 6–10%, Cat C: 11–15%, Cat D: 16–25%, Cat E: >25%.

MOLTENVENTURES.COM

STRATEGIC REPORT

The Board of Molten Ventures plc is committed to fulfilling its duties under

Section 172 of the Companies Act 2006, which requires Directors to act in a way

that promotes the success of the Company for the benefit of its Shareholders as a

whole, while having regard to the interests of other key stakeholders. The Board

firmly believes that long-term, sustainable success is dependent on recognising,

understanding, and responding to the needs and perspectives of all stakeholder

groups.

Our approach to stakeholder engagement

The Board identifies the Company’s key stakeholders as including:

employees, portfolio companies, Founders and Portfolio Management

Teams, investment partners, Shareholders, the communities in which

the Company operates, the environment, suppliers, and professional

advisers. In making decisions, the Board carefully balances the interests

of these stakeholders, ensuring that their views are considered

alongside financial, operational, and strategic factors.

While not all stakeholder engagement occurs directly at Board

level, information arising from interactions undertaken by Executive

management and other parts of the business is reported back to the

Board. This enables Directors to take stakeholder views into account

when making key strategic, operational, and governance decisions.

Engagement outcomes are, typically, communicated to the Board

through regular management reporting, thematic updates, and

targeted strategic presentations.

Key decisions during the year

In discharging its Section 172 duties, the Board systematically considers

the impact of its decisions on the Company’s various stakeholders,

alongside broader considerations such as risk management,

compliance obligations, and the long-term consequences for the

Group’s reputation and sustainability.

The Board’s decision-making process is underpinned by the provision

of high-quality, comprehensive reports and papers circulated in

advance of meetings, supplemented by regular dialogue between

Executive and Non-Executive Directors. In-person briefings from

management and external advisers provide additional insight.

Where appropriate, Board papers and proposals explicitly address

stakeholder considerations, detailing the expected impact on

affected groups and the implications for the Company’s long-term

strategic goals.

Attendees enjoying Molten’s Annual Summer Party.

ANNUAL REPORT FY26

Stakeholder engagement and

Section 172 statement

Employees

Why they matter

Our employees are our most valuable asset. Their engagement

promotes a strong governance culture and supports effective

decision-making and risk management. A positive culture of inclusion,

support, and alignment to the Group’s strategy is key to attracting,

retaining, and motivating talent.

Key decisions

and outcomes

•

Annual corporate targets linked

to employee objectives and

performance assessments.

•

Inclusion of employees in

new long-term incentive plan

comprising of restricted stock,

aligned with proposals for

Executive Directors.

•

Creation of Chief People

Officer role to build employee

engagement within the business.

How we engage

•

Direct daily engagement between Executive Directors and

employees.

•

Non-Executive Directors attend portfolio strategy days, the annual

investor day conference, and informal gatherings.

•

Designated Non-Executive Director for Employee Engagement

leads engagement through employee sessions.

•

Employee engagement forms a standing item in the Chief

Executive’s report at each Board meeting.

Portfolio

companies

Why they matter

The success of our supported portfolio companies, entrepreneurs

and management teams are the fundamental driver of value creation

within our business. Regular, open engagement allows Molten

Ventures to actively support portfolio companies’ growth, strengthen

relationships, enhance visibility into operational performance and

culture, and provide tailored expertise.

Key decisions

and outcomes

•

The annual CEO and GP Summit

was held during the year, bringing

together portfolio company

leaders and members of the senior

investment team.

•

The Chief Portfolio Officer

periodically presents a

portfolio update to the Board,

including updates on specific

investee companies and

management teams.

•

The Board, acting through

the Audit Risk and Valuations

Committee ensures ongoing

compliance with our Investment

Strategy and Exclusion List on the

selection of, and investment in,

portfolio companies.

How we engage

•

Board director or observer roles.

•

Regular dialogue and relationship building by the investment

team and Venture Operations Team.

•

Annual CEO and GP Summit events and curated enterprise

connection events.

•

Portfolio Development function provides support across

talent acquisition, go-to-market strategies, internationalisation,

fundraising, community building, and founder wellbeing.

•

Ongoing support to portfolio companies through structured

operational improvement and resilience programmes.

Investment

Partners

Why they matter

Partnerships with co-investors expand access to quality

opportunities, enhance cultural alignment, and broaden support

options for portfolio companies. Strong partner relationships drive

better returns and sustainable growth.

Key decisions

and outcomes

• Continued active collaboration

with investment partners to align

on culture, strategy, and long-

term goals.

• Executive and Non-Executive

Director engagement with

current and prospective strategic

Company shareholders who may

be natural co-investors in later

stage portfolio companies.

How we engage

•

Co-investment through plc, EIS, and VCT structures.

•

Regular engagement by the Executive team with investment co-

investors.

•

Board-level consideration of strategic positioning with investment

partners.

•

Limited Partner in over 80 funds within the Fund of Funds

Programme.

MOLTENVENTURES.COM

STRATEGIC REPORT

Communities

Why they matter

Engagement with entrepreneurial and local communities enhances

Molten Ventures’ brand, strengthens its network, and promotes

responsible investment principles.

Key decisions

and outcomes

•

Increased focus on sustainability

dialogue and ecosystem

engagement.

•

Continued support to the

group-owned Esprit Foundation

which provides financial support

through grants to various

community-focussed charities

and organsiations. Further details

of the activities of the Esprit

Foundation can be found in our

Sustainability Report which will

be released on 16 June 2026.

•

Director approval of the

Company’s submission to

the PRI.

•

Board approval of the

Company’s Modern Slavery

Statement.

How we engage

•

Hosting of thematic events open to broader entrepreneurial and

investment ecosystems.

•

Active dialogue on sustainability themes as a signatory to the

Principles for Responsible Investment.

•

Value creation with portfolio companies, Investing in Women

Code and reporting to CDP through active management and

ongoing direct engagement by the Portfolio Development

function.

•

Market intelligence sharing with the Fund of Funds Programme

through targeted quarterly newsletters.

Shareholders

Why they matter

Shareholders are critical to the Company’s long-term success.

Understanding and responding to their priorities helps maintain

confidence and ensure strategic alignment.

Key decisions

and outcomes

•

Engagement with major

Shareholders via one-to-one

meetings with Chairman as well

as CEO & CFO through results

roadshows and periodic meetings.

• Directors Remuneration Policy

consultation led by SID.

•

Expanded use of Investor Meet

Company to broaden retail

Shareholder access.

•

Direct written engagement with

Shareholders prior to the AGM.

• Shareholder feedback informed

the Board’s approach to

capital allocation and strategic

communication.

How we engage

•

Executive-led meetings with institutional Shareholders following

financial results.

•

Investor Meet Company platform sessions covering financial

results and strategic themes.

•

Annual Investor Day with portfolio company presentations.

•

Encouragement of AGM participation and direct response to

Shareholder correspondence.

•

Investor relations as a standing item at Board and Executive team

meetings.

•

Monthly newsletter updating investors on portfolio company

developments.

Suppliers

and advisers

Why they matter

High-quality supplier and adviser relationships underpin operational

efficiency, risk management, and compliance with legal and ethical

standards.

How we engage

•

Regular dialogue with legal, financial, and other advisers to ensure

alignment with the Company’s needs and regulatory expectations.

•

Engagement of suppliers to assess climate maturity and alignment

to the net zero transition.

•

Establishment and periodic review and refresh of supplier panels

for different functions outsourced by the Company.

Formal and informal periodic reviews of supplier performance,

including through supplier presentations to Non-Executive Directors.

Key decisions

and outcomes

•

The Board approved the

appointment of a new corporate

broker in February 2026.

•

Board approval of the Modern

Slavery Statement, reinforcing

diligence around supplier

practices.

ANNUAL REPORT FY26

Stakeholder engagement and

Section 172 statement

continued

Board oversight

The Board is satisfied that, in making the decisions described above, it has had regard to the matters set out in Section 172(1)(a) to (f) of the

Companies Act 2006, including the likely long-term consequences of decisions, the interests of employees, the need to foster business

relationships with suppliers, customers, and others, the impact on the community and the environment, the desirability of maintaining a reputation

for high standards of business conduct, and the need to act fairly as between members of the Company.

Decision

Stakeholders considered

How stakeholder interests were

taken into account

Outcome

Strategic review and portfolio

prioritisation

Shareholders, portfolio

companies, investment partners

The Board considered the

interests of Shareholders in

achieving sustainable returns, the

importance of continued support

for portfolio companies, as well

as the Company’s obligations to

investment partners.

The Board approved a revised

strategic framework and updated

capital allocation priorities for

FY26, with a focus on long-term

value creation and continued

portfolio quality.

Executive leadership

appointments

Employees, Shareholders

The Board had regard to the

importance of leadership

continuity for employees and the

need to maintain Shareholder

confidence during a period of

transition.

The Board approved the

appointment of a new Chief

People Officer, Managing

Partner, Secondaries team and

the promotion of two Principals to

Partner.

Capital allocation and balance

sheet management

Shareholders, portfolio

companies, investment partners

Shareholder interests in capital

efficiency and long-term value

were central to this decision,

alongside the Company’s

obligations to investment partners

and value creation or protection

opportunities within the portfolio.

The Board approved measures

to strengthen the balance sheet

and support the Company’s

investment programme,

including the management of the

Company’s liquidity position.

Governance and Board

composition

Shareholders, employees

The Board had regard to the

interests of Shareholders in

effective governance and the

importance of Board stability for

the wider organisation.

The Board approved changes to

Board composition to support

orderly succession, including the

planned transition of the Senior

Independent Director role and

the Chair of the Audit, Risk and

Valuations Committee.

Appointment of joint

corporate broker

Shareholders

The Board considered the

importance of maintaining

high-quality Shareholder

communication and access to

capital markets expertise.

The Board approved the change

of joint corporate broker with

effect from February 2026.

Environment

Why they matter

Sustainability factors, particularly climate change, are integral to

Molten Ventures’ strategy, operational resilience, and alignment with

investor expectations.

Key decisions

and outcomes

•

Ongoing progress against

Sustainability KPIs.

•

Publication of the FY26

Sustainability Report, available

on the Company’s website.

•

The Board reviewed and

endorsed the Company’s ESG

priorities for FY27, including the

approval of new challenging

FY27 Sustainability KPIs, details of

which can be found at page 60.

How we engage

•

Sustainability KPIs integrated into remuneration targets.

•

Publication of a Sustainability Report to communicate sustainability

progress and ambitions.

•

Regular engagement by Molten Ventures’ internal Sustainability

Lead with portfolio company representatives, and associated

reporting to the Sustainability Committee.

•

Membership of Ben Robson, General Counsel, on the UK Private

Capital Sustainability Committee.

MOLTENVENTURES.COM

STRATEGIC REPORT

Our Commitment to

Responsible Investment

As responsible investors we focus on investing in and building best-in-class

technology companies that integrate sustainable and ethical principles into

their foundations. Within this context, we believe our greatest influence as

an investor is in upskilling, equipping, and collaborating with our portfolio

companies—helping them capitalize on sustainability-driven commercial

opportunities while managing and mitigating associated risks.

Our Responsible Investment & Sustainability Policy (available on our website)

outlines our approach to how we engage with companies from deal sourcing

through to ongoing monitoring and support during the lifetime of our

holding period. As signatories to the Principles for Responsible Investment

(PRI), we recognize our role in promoting strong governance, integrity,

and accountability in order to contribute to a more sustainable and efficient

global financial system.

Our mission is to advance society through technological innovation. We aim to do so by

leveraging our sustainability principles and responsible investment ethos throughout

the process of every company we back. We believe that in doing this, we can help

build a future which is sustainable, fair and accessible to all.

Our approach to sustainability and key highlights from throughout the year are summarised below and can be read in full in our FY26 Sustainability

Report being published on 16 June 2026

Sustainability in

Venture Capital

Venture capital plays a pivotal role in driving

innovation and building the tools to facilitate

the transition to a low carbon economy, create

equal opportunities for all and contribute to a

more equitable and resilient society. At Molten,

we recognise that we are uniquely positioned

to invest in pioneering technologies, products,

and services that not only generate positive

global impact but also create long-term,

sustainable value for investors. Through this

lens, we proactively engage with our portfolio

companies to help them identify and realise

commercial opportunities in relation to a

positive environmental and/or social impact.

Sustainability at Molten in numbers

86%

of In-Scope Portfolio

Companies had a

sustainability risk and

opportunity assessment

completed in FY26

Certified B Corps across our

portfolio companies

76%

of In-Scope Portfolio

Companies implement

energy efficiency measure

within their business

86%

engagement with Molten’s

annual Portfolio Sustainability

Framework

95%

of the pipeline tracked for

diversity data during FY26

100%

of IC papers for new

deals (8 of 8)

included

an assessment of positive

environmental and/or social

impact

new hires between March

2025 to date as we build our

team and culture

£127,650

of charitable donations made

through the Esprit Foundation

and Molten’s Employee

Engagement Programme

ANNUAL REPORT FY26

Sustainability at Molten

External engagement and

benchmarking

A United Nations-supported initiative for

incorporating ESG factor into decision-

making. Molten has been a signatory

since 2019, achieving 4 stars (out of 5)

across each banding in 2025

A voluntary code backed by the UK

government, UK Private Capital and the

British Business Bank. Signatories publicly

commit to support the advancement

of female entrepreneurship in the UK.

Molten has been a signatory since 2022

A global independent non-profit

environmental disclosure system. Molten

has disclosed since 2022 and achieved a

rating of B in Climate Change for 2025

Sustainability-focused community

and knowledge platform supporting

venture capital and private equity in ESG

integration and responsible investment

alignment. Molten have been members

since 2022

(Formerly the BVCA) The association of

the UK private capital industry. Molten

has held a seat on the Responsible

Investment Advisory Group, and more

recently Sustainability Committee

since 2019

Task Force on Climate-Related Financial

Disclosures, Molten has voluntarily

disclosed against TCFD since FY21

International non-profit organisation

supporting the venture capital industry

to become more diverse, inclusive,

and equitable. Molten became Level 1

Diversity VC Certified in 2022

UK mandatory reporting framework.

Molten has reported to SECR since 2021

We remain committed to our role as a responsible

investor, using our position within VC to drive value

preservation and creation through sustainable

business practices

Gervaise Slowey

Chair of the Sustainability Committee

Our sustainability principles

Innovation &

Ambition:

A model to do things differently and

better.

We help our entrepreneurs to

change the world with our depth of

experience, expertise and drive.

Honesty & Integrity:

Trust is built on doing the right thing

for the right reasons. We act with

integrity and give it straight, even

when it isn’t easy to hear.

Collaboration

& Community:

We’re a team of teams working with

our community and stakeholders to

get the best results and inspire the

next generation of entrepreneurs. It’s

always a group effort.

Long-term & Accountability:

The long-term future requires action and accountability now.

Our evergreen outlook allows us to see the bigger picture.

Our governance structures keep us aligned and accountable

to our long-term values and goals.

Inclusivity & Diversity:

We embrace our differences to build a better, fairer future

for all. We seek the brightest and the best, regardless of race,

nationality, ethnic origin, religion, gender, sexual orientation,

age, or disability.

Molten Ventures team attending corporate volunteer day.

SECR

Our sustainability principles are set out in our Responsible Investment & Sustainability Policy, a copy of

which can be found on our website.

Adopted in 2015 by United Nations members, the SDGs capture 17 global goals highlighting

the connections between the environmental, social, and economic aspects of sustainable

development. Molten has been mapping portfolio companies to the SDGs since 2021

MOLTENVENTURES.COM

STRATEGIC REPORT

Activities in the year

At Molten, we are committed to integrating sustainability across all facets of the business, through our investment decision-making

processes, our active portfolio management and within our own internal operations.B an overview of our sustainability highlights

throughout the year.

October 2025

•

Rolled out the start of a On Purpose Associate

programme year.

June 2025

•

Chantal Cantle hired as Chief People Officer.

July 2025

•

Reported to the Principles for Responsible Investment

(PRI) for the fourth year.

October 2025

•

Pipeline diversity data discussion held at deal flow

meeting.

•

Learning & Development framework developed and

rolled out.

January 2026

•

Reported to Investment in Women Code for the

fourth year.

September 2025

•

Submission to CDP for fourth year.

November 2025

•

First employee engagement survey conducted under

new CPO.

February 2026

•

Second pipeline diversity data discussion held at deal

flow meeting.

•

Received a score of B in the CDP Climate Change

questionnaire for the second year in a row.

March 2026

•

Sustainability Committee assessed and confirmed

delivery of the Culture Project Roadmap (KPI 4).

May 2025

•

Offset 138.89 tonnes of tCO

e through investments in two

carbon-related projects.

April 2026

•

Consolidated our tech and IT systems and migrated

them to the cloud, reducing our on-premise energy

consumption.

January 2026

•

Ben Robson appointed as a member of the UK Private

Capital Sustainability Committee & the Value Creation

Taskforce.

During 2026

•

New Molten values rolled out; Investment Team

progression matrix and competency framework codified;

Investment Team & Partner Hiring Programme delivered;

Employee Engagement Survey run.

During 2026

•

Esprit Foundation grants: FounderVine (Pulse

Programme); continued support to the Social Mobility

Foundation (Aspiring Professionals Programme — over

700 young people in Manchester); BAE HQ (first cohort

running between April–June 2026).

ANNUAL REPORT FY26

Sustainability at Molten

continued

Pillar

KPI

Metric for success

Progress

Status

Investment

decision making

Introduce assessment of

positive environmental

and/or social impact as part

of sustainability analysis in

IC papers

Assessment included in

100% of IC papers for

new deals

100% (8/8) of IC papers

for new deals included the

assessment

Investment

decision making

Ensure consistent tracking

and reporting of pipeline

diversity data and present

this for bi-annual discussion

at deal flow meetings

Data tracking/availability

for >50% of the pipeline;

bi-annual discussion at deal

flow meetings

>95% of pipeline

tracked during FY26;

data discussions held

on 6 October 2025 and

2 February 2026

Active portfolio

management

Conduct internal assessment

of at least 75% of in-scope

companies and establish an

action plan where material

risks identified

Assessment for ≤75%

(21 of 28)

Assessment completed for

24 of 28 (86%) in-scope

companies

Internal

operations

Deliver the next phase

of the Culture Project

Roadmap focusing on

People and Performance,

building on FY25 activities

Delivery of next-phase

workstreams

Key workstreams delivered

— new values & behaviours,

Learning & Development

framework, Investment

Team progression

matrix; confirmed at

Sustainability Committee on

26 March 2026

Progressing our sustainability journey

In FY26, having made good progress on our material environment

commitments and objectives, Molten turned its focus to social and

governance-related impact across its operations and portfolio. This reflects

a growing maturity in our approach to sustainability and its continued

integration across our business strategy and operations.

We set ambitious Sustainability KPIs designed to further integrate

sustainability within our operations and investments. Achievement of these

KPIs represented 7.5% of the firm-wide bonuses paid for FY26 (including to

Executive Directors), and given that the controllable nature of these KPIs, I am

pleased to confirm that Molten Ventures has achieved 100% against these.

FY26 Sustainability KPIs

Our FY26 Sustainability KPIs comprised

7.5%

of bonus entitlement

for all staff and Executive

Directors.

We are pleased to report that

all four (100%) of

our FY26 Sustainability KPIs were achieved

Key:

Fully achieved

Partially achieved

MOLTENVENTURES.COM

STRATEGIC REPORT

Sustainability

Sustainability progress and KPIs

Responsible Investment

Molten Ventures embeds responsible investment throughout

its investment process, from screening to exit, guided

by four key pillars in FY26: delivery of Sustainability KPIs,

internal training and engagement, data collection via annual

dissemination of the Portfolio Sustainability Framework;

and progress on the climate and healthcare investment

theses. During the period, the Portfolio Sustainability

Framework achieved 86% participation from In-Scope

Portfolio Companies, supporting post acquisition value

creation and improved governance. Environmental and

social considerations were incorporated into 100% of new

investment papers, strengthening alignment between

sustainability and investment decisions. Despite sector

wide headwinds in sustainability thematics, Molten remains

committed to promoting equitable access to capital, ongoing

participation in the UK Investing in Women Code, and

investing in innovative businesses which have the potential

deliver positive environmental and social impact alongside

strong financial returns. More information on our Responsible

Investment agenda can be found in our Sustainability Report

being published on 16 June 2026.

FY27 Sustainability KPIs

Looking ahead, the FY27 Sustainability KPIs build on

the progress made in FY26, with a continued focus on

governance and accountability. The KPIs will:

•

Improve the accuracy of Scope 3 reporting through

broader primary data collection from material suppliers;

•

Support post-investment governance through Value

Creation Plans with clearer action-tracking;

•

Conduct governance risk assessments across the

portfolio on a consistent cycle; and

•

Strengthen budget discipline across the portfolio.

Together, these KPIs reflect Molten’s view that good

governance is a core driver of long-term value creation.

TCFD

Molten Ventures follows the TCFD framework to identify,

assess and manage climate-related risks and opportunities

across its operations and portfolio. Ultimate oversight rests

with the Board via the Sustainability Committee, which met

four times in FY26. As no material changes arose this year, the

next climate scenario-analysis is scheduled for FY27. Climate

risk remains integrated into the Corporate Risk Register,

with key focus areas including shifts in demand, energy

prices, physical climate impacts, stakeholder expectations,

and technology. Engagement with portfolio companies has

strengthened, with 76% now implementing energy efficiency

measures. Molten continues to emphasise education,

scenario-analysis, and responsible investment, maintaining

third party verification of its GHG data and tracking progress

through Sustainability KPIs. Its long term goal remains to

integrate climate action into strategy and support portfolio

resilience through the transition to a low carbon economy.

SECR

Molten Ventures’ sixth SECR disclosure reaffirms its

commitment to transparent energy and emissions reporting.

The Group maintained use of 100% renewable electricity

at its London office, improved Scope 3 data quality across

its value chain, and achieved independent third party

verification of Scope 1, 2 and 3 (Category 15) emissions for a

fourth successive year. For CY25, total emissions were 1,063

tCO2e, reflecting relative stability year on year, with major

contributors remaining Purchased Goods and Services and

Investments. Business travel emissions fell by 37% since

CY23, and overall carbon intensity per £100k NAV reduced

to 0.74 kgCO

e (location based). The Group continues to

strengthen data coverage and drive engagement with

portfolio companies, 52% of which now measure their carbon

footprint, underpinning ongoing improvements in Scope 3

reporting accuracy and accountability across the investment

portfolio. Please see our full SECR Report on pages 61 to 62.

Our carbon footprinting methodology is aligned with the

GHG Protocol Corporate Standard and uses an operational

control approach.

ANNUAL REPORT FY26

Sustainability

Sustainability progress and KPIs

continued

SECR statement

This represents Molten’s sixth year of SECR compliance. Reporting

is on a calendar-year basis (CY25) for like-for-like comparability with

CY24. GHG emissions calculated using DEFRA government conversion

factors and aligned to the GHG Protocol; energy/fuel activities tracked

across UK and Ireland under operational control. Molten has no GHG-

emitting vehicles under operational control and no process emissions.

Table A: GHG emissions and energy use data for SECR

CY23

CY24

CY25

Total global energy consumption

used to calculate carbon

emissions (kWh)

49,306

48,133.58

46,133

Emissions from employees working

from home (tCO

e) (Scope 3)

4.7

2.44

2.24

Emissions from combustion of

natural gas in buildings (tCO

(Scope 1)

2.56

2.41

Emissions from purchased electricity

in buildings (location-based) (tCO

(Scope 2)

8.14

7.6

6.45

Total organisational emissions

(location-based) (tCO

10.14

9.9

8.56

Total organisational emissions

(market-based, from 100%

renewable electricity) (tCO

0.92

0.98

1.03

Carbon intensity ratio – carbon

emissions per net asset

value (NAV) (location-based)

(kgCO

e/£100k NAV)

0.86

0.83

0.74

Carbon intensity ratio – carbon

emissions per net asset value (NAV)

(market-based) (kgCO

e/£100k NAV)

0.25

0.29

0.30

Carbon intensity ratio – carbon

emissions per full-time employee

(location-based) (kgCO

e/full-time

employee)

178

167.85

161.54

Carbon intensity ratio – carbon

emissions per full-time employee

(market-based) (kgCO

e/full-time

employee)

69.97

64.96

Table B: Full carbon footprint for CY25

Measured

in tCO

Natural gas

2.11

Fugitive emissions

0.30

Total Scope 1

2.41

Purchased electricity

6.45

Total Scope 2 (Location Based)

6.45

Employee commuting & homeworking

27.37

Business travel

102.12

Purchased goods and services

378.94

Capital goods

43.08

Waste generated

0.04

Water

0.10

Other fuel & energy-related activities

0.36

Upstream T&D

0.04

Investments (Category 15)*

502.16

Total Scope 3

1054.21

Total Scope 1, 2 and 3

1063.07

* Note reported emissions for Category 15: Investments cover Scope 1 and 2 emissions

of the investments but exclude Scope 3, consistent with our FY25 disclosure.

Energy efficiency actions

In continuation of FY25

•

100% renewable electricity at London office maintained.

•

Tech & IT consolidation: migration to cloud and decommission of

Molten’s on-site server host driving lower on-premise electricity

consumption.

•

Cycle-to-work scheme and EV leasing scheme remain in place to

encourage staff to use greener commuting methods.

MOLTENVENTURES.COM

STRATEGIC REPORT

Sustainability

Our SECR report

Greenhouse gas emissions

As in prior years, for the current period we have calculated our CY25

Group-wide carbon footprint, including our Scope 1, Scope 2 and

material Scope 3 emissions. A key focus is to continually improve the

accuracy of our Scope 3 (upstream and downstream) reporting, given

the significant proportion of our GHG emissions which arise from our

investments our value chain (Category 15).

We continue to make progress towards achieving this goal by driving

greater engagement with our material suppliers, as set out in more

detail in our FY27 Sustainability KPIs found at page 60, building on the

steps taken in FY26 and FY25.

We are also able to leverage our position as investors to help portfolio

companies to measure, and where viable, look to reduce their

relative GHG emissions. Our latest Portfolio Sustainability Framework

data gathering exercise highlighted that 52% of In-Scope Portfolio

Companies measure their carbon footprint, with a further 8% planning

to begin measurement within the next 12 months. This will lead to

greater data accuracy of our Scope 3 investments category emissions

calculations.

Methodology

Our carbon footprinting methodology is aligned with the GHG

Protocol Corporate Standard and uses an operational control

approach.

A materiality assessment of our value chain determined which Scope

3 emissions to include within our carbon footprinting boundary

reported for CY25. Portfolio reported emissions from 14 portfolio

companies were provided and utilsed, and where primary data

was unavailable, we applied industry benchmarks and bespoke

extrapolation techniques to estimate data.

Within our Scope 3 inventory, we account for our allocation of

portfolio companies’ Scope 1 and 2 emissions based on our equity

position in each company, in line with the Partnership for Carbon

Accounting Financial (PCAF) guidance.

To generate individual estimates for the remaining directly held

investments, outside of those already calculating their GHG emissions,

we utilised Climate Neutral’s Brand Emissions Estimator tool. This

assessment was informed by portfolio companies’ financial activity,

facilities, geography, sector and sub-sector.

To help ensure the robustness of these GHG emissions calculations

and methodology, we have for the third consecutive year, undertaken

a verification exercise, this year with SGS United Kingdom Limited.

SGS have verified the Scope 1,2 and 3 category 15 emissions on behalf

of Molten Ventures PLC and concluded, with limited assurance, there

to be no evidence that Molten’s presented CO

equivalent assertion is

not: (i) materially correct; (ii) a fair representation of the CO

equivalent

data and information; and (iii) prepared in line with the requirements

of WRI/WBCSD GHG Protocol (and its amendments).

Analysis

Our indirect (Scope 3) GHG emissions make the largest contribution

to our total carbon footprint, with Purchased Goods and Services

and Investments being the main drivers (378.94 tCO

e and 502.16

tCO

e respectively) . Business travel undertaken by our employees

was also a contributor to our Scope 3 GHG emissions (102.12 tCO

e),

but this is still a decrease when compared to CY24 (162.33) and CY23

(165.10). Purchased Goods and Services emissions totalled 378.94

tCO

e in CY25, a 12.98% decrease compared to CY24 (435.46 tCO

e).

Investments (Category 15) emissions totalled 502.16 tCO

e in CY25,

representing a 29% increase versus CY24 (389.90 tCO

e). Movements

reflect changes in portfolio composition and continued enhancements

in our data coverage and methodology application over time.

In absolute terms, we observe a fairly high degree of stability in our

global corporate GHG emissions profile, which is encouraging in

the context of our business model as a minority investor into rapidly

growing tech businesses, which by their nature will be expanding

their GHG footprint year on year with increased headcount and

geographical scope of coverage. We remain cognisant of our role

within the VC and tech ecosystem, and continue to use our platform

to advocate for improved education around GHG emissions and

better understanding of the practical ways in which businesses can

explore their carbon footprint and seek to reduce this or offset where

reduction is not possible.

Carbon offsetting

As part of our approach to the Net Zero transition, we continue to

offset emissions that we are unable to eliminate within our operations

and certain upstream and downstream supply chain. We invest in

carbon credits to compensate for Molten’s Scope 1, Scope 2, and

selected Scope 3 GHG emissions where we have greater influence

(our offsetting strategy covers all of our Scope 3 emissions apart from

Purchased Goods & Services, Capital Goods, and Investments).

For our GHG emissions in CY26, we offset 138.89 tCO

e through

investments into two carbon-related projects that we elected to

support having regard to the BeZero Carbon Rating system guidance

on quality and associated risks. The first is a continuation of our prior

year offsetting activities: acquiring credits for different woodland

restoration projects in the UK through carbon sequestration schemes in

new native woodland and biodiversity enhancement via purpose-built

native wildlife structures, through which we have purchased Pending

Issuance Units (PIUs) equating to the removal of 69.44 tCO

The second project is a UK tree-planting scheme coupled with

avoided-deforestation projects based in Colombia obtained via

Verified Carbon Standard (VCS)-approved carbon credits which

guarantee the offset of 69.44 tCO₂e. Our ongoing support of these

projects has resulted in an aggregated total of 817.89 tCO

e being

offset over the last five years.

Breakdown of CY25 Carbon Footprint

2.41

tCO

Scope 1 total

(CY24: 2.56 tCO

6.45

tCO

Scope 2 total

(CY24: 7.60 tCO

1054.21

tCO

Scope 3 total

(CY24: 1025.22 tCO

ANNUAL REPORT FY26

Sustainability

Our SECR report

continued

MOLTENVENTURES.COM

STRATEGIC REPORT

Sustainability

Task Force for Climate-related Financial

Disclosures (TCFD) report – summary

Our approach to identifying and managing climate-related risks and realising climate-related

opportunities is guided by the recommendations of the TCFD, which helps us to assess and mitigate the

growing impact of climate change on the company and our portfolio.

Given the early stage of growth of our portfolio companies and the lack of material changes to our internal business operations and strategy, we

have determined with external guidance to update our climate scenario-analysis once every two years (biannually). As the previous update was

made in FY25, we expect our next scenario-analysis refresh to occur in FY27. We confirm that there are no material updates during FY26 to our

climate risk analysis performed in FY25.

Please see our Sustainability Report, being released on 16 June 2026 for our full FY26 TCFD Report.

Climate governance

Ultimate oversight of Molten’s approach to identifying,

evaluating, managing, and integrating climate-related risks and

opportunities throughout the business rests with the Board of

Directors through its delegated Sustainability Committee chaired

by Gervaise Slowey.

In FY26, there were four Sustainability Committee meetings,

during which, climate-related issues were discussed at each.

The Committee also discussed progress against Molten’s FY26

Sustainability KPIs, made up 7.5% of company-wide annual

bonuses including those for executive directors, and the

composition of the proposed Sustainability KPIs for FY27. The

findings from the meetings and activities of the Sustainability

Committee are reported by the Committee Chair to the Board.

At an operational level, the Sustainability team oversees the day-

to-day management of climate related risks and opportunities

across Molten’s internal operations and its portfolio.

Investment team members hold Board positions across In-

Scope Portfolio Companies to help drive meaningful and active

climate engagement where it is appropriate and viable to do

so. To support members of the Investment team in identifying

and actioning climate-related risks and opportunities, the

Sustainability team facilitates training on key sustainability issues

affecting Molten’s portfolio companies and overall investment

strategy.

Climate strategy

Molten’s climate strategy is considered to be a component

part of its wider operations and corporate strategy across its

business and investments. As a minority investor in early-stage

high growth technology companies, we consider our primary

role within the arena of sustainability to help upskill our portfolio

companies around climate risk and opportunities; supporting

them in the early development of their own climate strategies.

In FY26 we conducted sustainability-linked commercial and

operational risk and opportunity assessments as part of Molten’s

FY26 Sustainability KPIs (please see page 98) with the aim of

engaging portfolio companies on topics material to them and

their operations. This guidance should help Molten’s portfolio

companies develop a better understanding of their own climate

risks and opportunities and therefore in turn assist Molten in

collating a more accurate aggregated view of the climate risk

and opportunity across the portfolio.

Following the climate scenario analysis refresh in FY25, we are

satisfied that Molten’s five climate risk and opportunity impact

channels remain suitable and relevant for managing the risk and

opportunity for our portfolio companies, namely: changes in

demand, changes in energy prices, changes in physical weather

events/patterns, changes in stakeholder expectations, and

changes in technology.

Our analysis continues to evaluate short, short-medium,

medium-long and long-term horizons across three climate

scenarios in line with TCFD recommendations (a detailed

summary of our associated methodology can be found on page

20 of Molten’s FY25 Sustainability Report).

ANNUAL REPORT FY26

Climate risk management

Climate change continues to be considered one of the

company’s principal business risks and is integrated into our

existing risk management process, with principal climate risks

identified being documented in Molten’s internal Corporate

Risk Register (please see page 77). The associated risks and

opportunities identified in our FY25 TCFD Report remain broadly

unchanged in FY26 across each of our five identified impact

channels.

Shifting customer preferences are reshaping demand, creating

opportunities for portfolio companies such as Modo Energy

(battery energy storage benchmarking) while we continue to

screen all prospective investments against Molten’s Exclusion

List. Energy and carbon price volatility presents both risk and

opportunity, with companies like General Index standing to

benefit from increased demand for commodity pricing data for

assets directly linked to energy production.

Physical risks are most pronounced in the Hot House scenario

and were further assessed via the FY26 KPI 2 sustainability

assessments. Evolving stakeholder expectations are addressed

through ongoing portfolio engagement, and continued

application of the Exclusion List. Finally, our climate investment

strategy targets companies progressing policy-backed initiatives

such as the Net Zero transition, including Modo Energy and

ICEYE (please see more on our investment thesis on pages 20).

As originally highlighted in our FY24 Sustainability Report (page

8), owing to the high level of measurement variation, as well

as the imitations that are inherent to a generalist venture-stage

minority tech investor, it remains challenging to meaningfully

quantify the financial impact of climate related risks on our total

portfolio value. Additionally, we recognise that there are costs

associated with implementing a climate strategy and supporting

our portfolio in the development of their own approach to

climate and GHG emission reduction, which can also serve

to influence company-specific approaches to climate risk

management.

Climate-related metrics and targets

Since FY22, Molten has been utilising various metrics and

targets to assess and manage relevant climate-related risks

and opportunities. We remain committed to monitoring and

reporting our full carbon footprint annually using both intensity

metrics and absolute values in accordance with the GHG

Protocol Corporate Account and Reporting Standard.

Measuring our Scope 1, 2, and 3 GHG emissions and meeting

our Streamlined Energy and Carbon Reporting (SECR) reporting

obligations remain a key focus area for Molten, and our CY25

carbon footprint figures and analysis, along with details around

carbon reduction and offsetting, can be found on page 61.

In FY23, we set a Renewable Energy Target covering our Scope

1 and 2 emissions, in alignment with the SBTi’s ambition at that

time for 80% renewable energy by 2025 and a mid-term target

of 100% renewable energy by 2030. We remain committed to

ensuring we meet this target as our operations grow. Finally,

we endeavour to ensure our GHG emissions reporting is

verified by a third-party on a limited assurance basis to ensure

our calculations are accurate, complete, consistent and free of

material errors or omissions enabling us to ensure our climate

related initiatives are robust.

As noted in our SECR Report, we have also undertaken a

verification exercise of our GHG emissions with an independent

third party, (SGS United Kingdom Limited (SGS) for FY26) SGS in

respect of our Scopes 1,2 and 3 category 15 emissions. Please see

page 62 for further information.

As guidance for the venture capital industry evolves, we aim

to continually deepen our understanding and analysis of the

quantification of financial impacts of climate change, on our

business and our portfolio over time.

To support the delivery of our strategic objectives and to ensure responsible

business operations, we maintain a comprehensive risk management framework.

This framework is designed to balance risk and reward while safeguarding the

interests of the business, our shareholders, employees, and broader stakeholders.

The Board retains ultimate responsibility for defining the Group’s risk appetite

and overseeing the risk management framework. Oversight of the Company’s risk

profile and framework is delegated to the Audit, Risk and Valuations Committee

(“ARVC”), with support from the Compliance and Company Secretarial Teams.

Risk appetite

Our business model inherently involves

accepting a degree of risk to pursue our

long-term objective of investing in and

supporting a diversified portfolio of unlisted

early-stage, high-growth companies.

However, our approach aims to assume

risks only where there is a clear opportunity

for reward and where such risks can be

identified, evaluated, and effectively

managed so far as within our control. The

Board has set a defined risk appetite for each

of the Group’s principal risks, as detailed in

the principal risks section of this report. These

appetites are reviewed regularly, alongside

performance monitoring and mitigation

strategies, to ensure that risk exposures

remain within acceptable parameters.

Risk governance

We adopt a top-down approach to

risk governance, fostering a culture of

transparency, accountability, and compliance.

This culture flows from the Board through

to the Executive and Compliance Teams

and across all levels of the organisation.

Risk management is embedded in

day-to-day operations through clear

governance structures, with defined roles

and responsibilities for identifying and

mitigating risks.

The Compliance, Finance and Company

Secretarial Teams monitor compliance with

the risk framework. The Company Secretary

reports directly to the Board. The Compliance

Team reports directly to the Executive

Team and the ARVC, and maintains direct

access to the Chair of the Board and the

Chair of the Committee as required. The

Board and the ARVC monitor and oversee

the implementation of the Group’s internal

controls which the Policies & Procedures

Committee (see page 89) is responsible for

alongside the Company Secretary. Risk is

also a standing agenda item at bi-weekly

Executive Team meetings, with dedicated

risk-review sessions structured around the

Corporate Risk Register held periodically.

Material risks are documented in the

Corporate Risk Register, maintained on

the Group’s third-party risk management

platform, which was implemented during

FY26. This platform enables dynamic,

transparent, and real-time risk monitoring and

reporting across the business, and supports

the tracking of risk ownership, mitigation

actions, control effectiveness, and residual

exposures. The ARVC meets formally at least

four times annually, with additional meetings

convened as required.

Three lines of defence

The Group operates three lines of

defence model:

•

First line — operational management and

staff, who own and manage risks day-

to-day through the implementation of

internal controls and adherence to Group

policies and procedures;

•

Second line — the Policies & Procedures

Committee, which includes voting

members from the Compliance and

Finance Teams and representatives from

other departments including Human

Resources and IT, to provide internal

oversight, challenge, and monitoring

of the control environment; as well as

annual compliance reports prepared by

the Compliance Team relating to core

areas of regulatory risk including Financial

Crime, Systems and Controls and the

Consumer Duty; and

•

Third line — external oversight and

challenge, quarterly independent

compliance monitoring reports from

external advisers IQ-EQ, and depositary

oversight provided by Langham Hall UK

Depositary LLP.

Operational risk controls

Risk is managed at every level of the business,

with all employees playing a role in day-to-

day risk oversight in line with the Group’s

internal Policies and Procedures – including

the Group Senior Managers and Certification

Regime (SM&CR) Policy. Internal checks are

conducted periodically by the Compliance

and Company Secretarial Teams. IT-related

risks are mitigated through enhanced

security measures managed by the Head of

IT, supported by managed service provider

ROCK IT, and external security operations

centre operated by Softwerx. Controls

include access limitations, encryption,

and real-time monitoring. The Group has

implemented a software vulnerability

management solution across its infrastructure

to ensure all devices are running the latest

security updates, supporting compliance with

Cyber Essentials Plus.

Training and awareness

A robust compliance training programme

supports our risk framework. Mandatory

e-learning modules are completed at least

annually by all staff including Executive

Directors, covering topics that include

the SM&CR, anti-money laundering, data

protection, cyber security, anti-bullying and

harassment, and anti-bribery. Additional

training is provided during onboarding

and on a team-by-team or all-staff basis

where appropriate with a forthcoming

dedicated session scheduled for Summer

2026 on the subject of the FCA’s new ‘Non-

Financial Misconduct’ rules and guidance.

Similarly, staff training will follow on the UK

AIFM Reforms and Consumer Composite

Investment (CCI) regimes once finalised. All

Molten Ventures personnel are required

to bi-annually attest to their satisfactory

participation in training and understanding of

the Group’s Policies and Procedures.

MOLTENVENTURES.COM

STRATEGIC REPORT

Risk management

External review

The Group commissions quarterly compliance

monitoring reports from IQ-EQ. Langham

Hall UK Depositary LLP continues to provide

depositary services for the Company and

Molten Ventures’ Irish Co-Invest vehicle,

including asset safekeeping, oversight,

and reporting. Representatives of the

Depositary attended a meeting of the

ARVC following financial year end to report

on activity completed and any associated

recommendations, with no items identified as

being high risk or in need of remedial action.

Whistleblowing

The Group operates an established

Whistleblowing Policy which allows

employees to confidentially raise concerns

regarding any suspected impropriety,

including in the areas of financial reporting,

controls, or other risk management issues.

This policy applies to all Molten Ventures

personnel and is reinforced through

periodic training to ensure awareness and

understanding.

Material controls

framework and

Provision 29

A significant governance development

during FY26 has been the Group’s

preparation for the new internal controls

reporting requirements under Provision 29

of the 2024 UK Corporate Governance Code

(“Provision 29”). Provision 29 requires boards

to make a declaration on the effectiveness of

their material internal controls, and will first

apply to the Company for accounting periods

beginning 1 April 2026, meaning the first

required disclosure is due to appear in the

FY27 Annual Report.

During FY26, the Board, through the

ARVC, has overseen the development of a

comprehensive Material Controls Framework,

which identifies and maps 40 material

controls across the Group, organised into

four primary categories aligned with the

2024 Code:

•

Financial Controls (9 controls) —

covering financial reporting, treasury

management, tax compliance, and

accounting integrity, including budget

preparation and approval, management

accounts production, cash flow

forecasting, bank reconciliations and

payment controls, FX risk management,

treasury and debt covenant compliance,

group consolidation, IFRS compliance,

and tax planning;

•

Operational Controls (10 controls) —

covering investment decision-making,

investment valuations, portfolio

monitoring, investment AML/KYC, due

diligence, IT systems and cybersecurity,

business continuity and disaster

recovery, third-party service provider

oversight, data protection and UK GDPR

compliance, fund administration, and ERP

system integrity;

•

Reporting Controls (10 controls) —

covering annual report production,

interim results, RIS and market

announcements, sustainability reporting,

risk disclosure, viability statement,

corporate governance disclosures,

directors’ remuneration reporting,

financial promotions, and prudential

regulatory reporting; and

•

Compliance Controls (11 controls)

— covering FCA regulatory

compliance (AIFMD), SM&CR and

fitness and propriety, conflicts of

interest management, market abuse

prevention, anti-bribery and corruption,

whistleblowing, workforce competence

and compliance awareness, modern

slavery and human rights, board and

committee effectiveness, client money

and asset safeguarding, and investor

AML/KYC.

The framework applies a proportionate,

risk-based approach to control classification,

recognising four control types: Elevated Key

Controls (individual process-level controls

requiring granular oversight); Cluster Controls

(groupings of related controls addressing

a specific risk); Entity-Level Controls

(organisation-wide pervasive controls);

and Single-Risk Frameworks (specialised

frameworks for specific principal risks, such as

the Investment Valuation Process and the FCA

Regulatory Compliance framework).

The ARVC has reviewed and considered

the framework in detail during FY26. The

Committee confirmed that no member had

any concern that the Company’s internal

control environment was inadequate or that

control failures were going unidentified or

unaddressed. The framework is targeted for

substantial completion during summer 2026,

with the Board’s Provision 29 declaration to

be made in the FY27 Annual Report. Further

detail on the Committee’s oversight due

of this work is set out in the Audit, Risk and

Valuations Committee Report on page 99.

Risk framework updates

in FY26

The following enhancements to the

risk governance framework were made

during FY26:

•

Risk management platform — the Molten

Ventures Corporate Risk Register was

fully migrated onto a specialist third party

platform during the year, enabling more

dynamic, real-time risk monitoring and

reporting, and supporting the tracking

of risk ownership, mitigation actions,

and control effectiveness in line with the

enhanced expectations of Provision 29;

•

Updated terms of reference — the ARVC’s

terms of reference were updated to

reflect the requirements of the 2024 UK

Corporate Governance Code, including

the Committee’s oversight role in

relation to material internal controls, and

to clarify the distinction between the

Committee’s governance responsibilities

and the regulatory responsibilities of the

Alternative Investment Fund Manager

(AIFM);

•

Revised Group Valuation Policy — the

Group Valuation Policy was updated in

response to the FCA’s Private Market

Valuations Review feedback and

revised IPEV guidelines, including

the introduction of a formal ad hoc

revaluation process and updated

scenario-based OPM methodology; and

•

Financial Position and Prospects

Procedures (“FPPP”) — the FPPP was

updated following its annual review,

providing the ARVC with assurance over

the internal controls and associated

processes in place at the Company.

•

New compliance platform — A new

internally developed compliance

platform was adopted for tracking

notification and approval flows, bi-annual

attestations, and annual fitness and

propriety assessments.

•

Internal development of a new Material

Controls Framework as described above.

ANNUAL REPORT FY26

Risk management

continued

Principal risks

Principal risks are those that could,

individually or in combination, materially

impact the performance, strategic objectives,

business model, or reputation of the Group.

These risks are drawn from the Corporate

Risk Register and are assessed by both the

Executive Team and the ARVC on an ongoing

basis. The Committee formally reviews the

Group’s principal risks at least annually,

evaluating whether the risk profile remains

appropriate in light of internal developments,

changes in market conditions, and the

external macroeconomic environment.

The Group’s principal risks and uncertainties,

plotted by likelihood and potential impact,

are summarised in the risk movement

summary below, with full descriptions

provided on the following pages. These

risks are subject to regular monitoring, and

mitigation measures are documented in the

Corporate Risk Register.

In FY26, the Group’s principal risk framework

has been restructured to better align with

the 2024 UK Corporate Governance Code’s

distinction between regulatory compliance

and financial reporting risks. This has

resulted in two principal risks: Regulatory

& compliance (Risk 7), restructured to

reflect the Group’s continuing obligations

including evolving FCA requirements

and AIFMD developments, and Financial

reporting integrity (Risk 8), presented as

a new standalone risk having previously

been embedded within Risk 7. This is

a presentational change; the Group’s

underlying controls framework is unchanged,

with work undertaken in the year directed

specifically at supporting the new Provision

29 internal controls declaration.

Principal Risk Rankings and Year-on-Year Movement

Year

Movement

1. Macroeconomic environment

No change

2. Geopolitical protectionism

No change

3. Capital market volatility

No change

4. Cyber security &AI

Up 3 places

5. Key personnel

Down 1 place

6. Liquidity and access to capital

Down 1 place

7. Regulatory & compliance

NEW

New principal risk

8. Financial reporting integrity

NEW

New principal risk

9. Climate change

Down 3 places

10. Risk profile of venture investing

Down 2 places

Key

Increasing risk

Static risk

Decreasing risk

Emerging risks

Emerging risks are defined as risks that have

not yet materialised to the extent required to

be classified as ‘principal’ but which could,

in time, significantly impact the Group’s

operations, strategy, or investment model.

These are identified through structured

horizon scanning, internal scenario analysis,

regulatory developments, and insights from

external advisers and industry bodies. The

ARVC, in consultation with the Executive

Directors and General Counsel, monitors the

following emerging risks:

•

Wider regulatory developments: The

Group continues to monitor a range of

regulatory developments, including:

anticipated publication of FCA rules

relating to the UK AIFM reforms; updated

Listing Rules; enhanced and evolving

reporting requirements (including

Provision 29, which transitions from

emerging to principal risk in FY27);

and the continued risk of divergence

between the EU and UK in a post-Brexit

legislative environment.

•

Shifting investor and regulatory

expectations on sustainability: Increasing

expectations from institutional investors

and regulators on sustainability

integration, climate risk disclosure, and

net zero transition plans may introduce

additional compliance burdens.

The Group continues to monitor

developments in mandatory climate and

sustainability reporting frameworks and

their implications for the Group and its

portfolio companies.

•

Cyber resilience and third-party

dependencies: As operational complexity

and digital interconnectivity increase,

exposure to cyber threats, particularly

through third-party service providers,

poses a growing risk to business

continuity, data security, and reputational

integrity. The increasing use of AI and

automation tools by service providers,

including audit firms, introduces new

governance considerations that the

Group is actively monitoring.

These emerging risks are not currently

classified as principal but are subject to

ongoing assessment. If any are determined

to meet the materiality threshold, they will be

reclassified accordingly and incorporated into

the principal risk register with appropriate

governance and mitigation plans.

MOLTENVENTURES.COM

STRATEGIC REPORT

1. Macroeconomic environment

Volatility of global

public and private

markets

Link to KPIs

1, 2, 3, 4, 5

Potential impact

•

Challenges in the macroeconomic environment,

including global conflicts, US tariff disruption,

global supply disruption, volatility in equity

and currency markets, elevated inflation, and

constrained central bank rate reductions, could

lead to market instability and global recession

•

Increased or disrupted supply chain costs and

associated impact upon customer demand,

portfolio business models, profit margins, and

business growth rates

•

Increased cost-of-living and commensurate

reduction in consumer or B2B spending,

potentially diminishing portfolio company

revenues, lowering valuations, and extending the

period to realisations

•

Enhanced portfolio company requirement for

liquidity; reduced confidence in growth stocks in a

higher-for-longer interest rate environment

Risk management and mitigation

•

Executive management engage in strong

and consistent investor relations with a well-

established and diversified shareholder base

•

Asset management business focused upon

predominantly service-oriented technology

companies not at the vanguard of global

tariff impact

•

Diverse portfolio across different stages of

development, geographies, and markets, with

syndicated strategy of minority equity ownership

alongside strong syndicate partners

•

Strong Board-level and investment team

experience of previous challenging

macroeconomic conditions

•

Suitable cash reserves bolstered by strong

realisations and availability of undrawn £60m

revolving credit facility

Changes/activities during the year

•

US tariff disruption in H1 FY26 caused initial market

volatility, followed by partial recovery; continued

geopolitical tensions and elevated inflation

constrained central bank rate reductions

•

Severe decline in SaaS and cloud sector valuation

multiples in H2 FY26 (the ‘SaaS sell-off’) materially

impacted comparable multiples used in portfolio

valuations, despite stable underlying operating

metrics

•

Partial offset from a degree of tech sector rotation

towards European assets

Focus for FY27

•

Enhanced monitoring of portfolio company

revenue expectations in the volatile

macroeconomic environment, with specific

consideration of exposure to shifting global and

domestic market dynamics

•

Continued emphasis on appropriate levels of

liquidity through access to debt facility, cash

realisations (including partial or secondary sales),

and additional fee income from third-party funds

under management

•

Continued focus on the launch of third-party

capital fund strategies to diversify away from

reliance on the public markets and provide

enhanced income streams

•

Continued focus on high performance portfolio

construction diversified across a range of sectors,

geographies and growth stages, including more

mature assets through secondary acquisitions

•

Maintain focus on investor relations to

communicate the strategy and resilience of

the Group

Key

Increasing risk

Static risk

Decreasing risk

ANNUAL REPORT FY26

Our principal risks & uncertainties

2. Geopolitical protectionism

Direct and

indirect impact of

geopolitical events

Link to KPIs

1, 2, 4

Potential impact

•

International protectionism and a global tariffs

environment fuelling the escalation of geopolitical

tensions, uncertainty regarding import / export

controls, and impacting supply chains, the cost of

business, and adding to uncertainty

•

Inter-governmental policies presenting additional

hurdles to customer acquisition, supply chain

operation, and cross-border M&A opportunities,

particularly impacting later-stage large-scale tech

businesses and limiting routes to exit

Risk management and mitigation

•

Enhanced monitoring of portfolio company revenue

expectations in volatile macroeconomic environment,

with specific consideration of exposure to tariffs and

shifting global market dynamics

•

Flexibility of the Group’s investment strategy to make

new investments in multiple jurisdictions and support

growth ambitions through global network

•

Continued participation in lobbying efforts to prioritise

allocation in venture capital and early stage technology

businesses with the UK government through trade

association memberships including UK Private Capital

(formerly BVCA), the Association of Investment

Companies (AIC), Invest Europe and the EIS and VCT

Associations.

Changes/activities during the year

•

US tariff disruption in H1 FY26 created initial

volatility across global markets; partial recovery

followed but uncertainty remains elevated

•

Ongoing conflict in Ukraine, Iran and the Middle

East continues to disrupt regional stability and

associated supply chains

•

Increased European defence expenditure created

selective opportunities for certain portfolio

companies, including ICEYE

Focus for FY27

•

Ongoing monitoring and management of Group

exposure to tariffs and sanctions

•

Supporting portfolio companies to navigate

evolving tariffs landscape where acutely or

tangentially impacted

•

Continued participation with various trade

associations to lobby UK and European

governments on benefits of access to wider pools

of capital, including in the context of cross-border

portfolio exit opportunities

•

Providing access, network opportunities, and

strategic advice to portfolio company founders

and management teams to explore US and wider

global markets

Key

Increasing risk

Static risk

Decreasing risk

MOLTENVENTURES.COM

STRATEGIC REPORT

3. Capital market volatility

Exposure to risk

associated with the

Company’s status

as a publicly listed

entity

Link to KPIs

1, 2, 5,

Potential impact

•

Immediate exposure to fluctuations in the public

markets and broader market trends, which can be

volatile and disconnected from the performance or

activities of the Company

•

A share price persistently trading at a discount to

NAV could lead to: the Company becoming an

acquisition target or shareholder activism;

reduced

value in management and employee LTIPs affecting

hiring and retention; and/or potential concentration

of the share register

•

Information concerning the Company is

significantly more public relative to Molten

Ventures’ privately owned peer group, which are

overwhelmingly structured as GP/LP structures with

minimal or no public reporting requirements

Risk management and mitigation

•

Work alongside the Company’s brokers and PR

agencies to engage with institutional and retail

shareholders and build upon the Company’s

well-diversified shareholder base

•

Close active monitoring of the Company’s share

•

Third-party capital strategies with other investors

to share risk and diversify income streams

•

Ongoing share buyback programme to deliver

NAV per share accretion and narrow the discount

Changes/activities during the year

•

Public market volatility driven by US tariff

disruption and the SaaS sell-off in H2 FY26 created

headwinds for the Company share price

•

The Company’s share price continued to trade at

a discount to NAV per share throughout the year,

reflecting broader investment company sector

headwinds and public market volatility

•

Continued share buyback programme: £38 million

returned to shareholders in FY26, taking the total

programme to £60 million committed

•

Increased shareholder activism observed in UK

investment companies more broadly

•

Engagement with shareholders through events

including Investor Day, webinars catering to

different audiences, and direct interactions

between the Chairman of the Company and

certain institutional shareholders

Focus for FY27

•

Continued work alongside the Company’s brokers

and PR agencies to engage with institutional and

retail shareholders and build upon the Company’s

well-diversified shareholder base

•

Engage directly with shareholders to build share

price relative to NAV and deliver value and returns

for shareholders

•

Continued focus on the launch of new third-party

capital investment strategies and fee-paying

funds to increase fee income, diversify routes to

liquidity and reduce reliance on capital markets

Key

Increasing risk

Static risk

Decreasing risk

ANNUAL REPORT FY26

Our principal risks

continued

4. Cyber security & AI

Cyber security

threats or incidents

may affect the

operation and

reputation of the

Link to KPIs

1, 3, 4

Potential impact

•

A significant cyber or information security breach

could result in financial loss, regulatory sanction,

reputational damage, severe business disruption,

or the loss of business-critical or commercially

sensitive data

•

Ransomware, phishing, or social engineering

attacks targeting staff or third-party service

providers could compromise systems or data

integrity

•

Increasing use of AI and automation tools by the

Group and its service providers (including PwC)

introduces new attack vectors and governance

considerations

•

Rapid and dynamic advances in AI outpacing

existing regulatory frameworks, presenting

significant growth and efficiency potential for the

Group and portfolio companies, exposing the

Group and its portfolio companies to evolving

compliance, ethical, cyber, and reputational risks.

•

Uncertainty and disruption associated to the extent

and pace of technological advances

•

Operational AI risk arising from the use of AI-

assisted tools, including the risk of over-reliance

on AI-generated outputs, model error, and data

integrity failures

•

Regulatory non-compliance in the use of AI

systems, and reputational damage arising from

inappropriate or ungoverned AI use

•

Portfolio concentration risk reflecting the Group’s

exposure to the commercial, regulatory, and

ethical risks facing AI-focused investee companies,

including adverse regulatory intervention under

the EU AI Act and emerging UK AI governance

frameworks

•

Technology obsolescence, intellectual property

disputes, and liability arising from AI model

outputs at portfolio company level, with the

potential for reputational contagion to the Group

•

Third-party and supply chain dependencies —

including managed IT, cloud infrastructure, and

fund administration providers — create additional

cyber exposure

•

A failure of business continuity or disaster recovery

systems following a cyber incident could result in

prolonged operational disruption

Risk management and mitigation

•

Governance: the ARVC provides Board-level

oversight of cyber risk and resilience; the Head

of IT manages day-to-day operations and reports

to the CFO. Cyber risk is a standing item at bi-

weekly Executive Team meetings and is reported

to the ARVC at least annually. Group Responsible

AI Use Policy introduced with associated internal

AI tool approval process providing structured

oversight of operational AI use, with human

review requirements for all material outputs

•

Monitoring: 24/7 Security Operations Centre

(SOC) monitoring by Softwerx, providing live

threat detection and continuous oversight;

weekly CFO/Head of IT cyber risk reviews

•

Penetration testing: annual independent

penetration tests carried out by Worknestr;

findings tracked to closure via Rock IT.

•

Endpoint and access security operated across

the Company’s IT estate including MFA enforced

across all systems i and complex password policy

•

Data protection: Microsoft Purview compliance

and information protection; Data Loss Prevention

controls; data labelling, retention, and security

policies; DPIA register maintained

•

Training: annual mandatory cyber security

training for all staff via KnowBe4; externally

led training on the Group’s AI use policy, data

handling obligations, and the limitations of AI-

generated outputs monthly phishing simulations

with mandatory remedial training for fails;

training metrics reported to senior management

and the Board

•

Policies: Acceptable Use, Firewall Configuration,

IT Incident Management, IT Password, Patch

Management, and Awareness Training Policies all

in place; signed up to the NCSC Early Warning

service

Key

Increasing risk

Static risk

Decreasing risk

MOLTENVENTURES.COM

STRATEGIC REPORT

Changes/activities during the year

•

Detailed cyber security presentation provided

to the ARVC during the year, covering key risks,

mitigating controls, the IT framework, third-party

systems, and the roadmap for future development

•

Cyber Essentials Plus certification achieved and

maintained, covering all Molten Ventures Group

entities, IT systems, networks, endpoints, cloud-

based infrastructure (Microsoft 365/Azure), and

all employee devices — independently verifying

protections against common cyber threats

•

Continued monitoring of regulatory

developments in AI governance across the UK,

EU and US to continue to assess impact

for the

Group’s operations and portfolio companies

•

Implementation of a Group Responsible AI Use

Policy governing permissible use of AI tools across

all business functions, including requirements

for human review and sign-off of AI-generated

outputs used in investment decisions, regulatory

filings, and financial reporting

•

Implementation of an internal AI Tool approval

framework, including initial validation checks.

•

Adoption of secure and compliant AI tools within

the business supported by bespoke externally-led

training

•

Externally-led Staff training programme

introduced covering the Group’s AI use policy,

data handling obligations, and the limitations of

AI-generated outputs

•

Microsoft 365 Secure Score of 80% maintained as

at November 2025, significantly above the 43.33%

average for organisations of comparable size, and

improved from 69.86% at the start of 2024

•

CIS Maturity Level assessed at Level 3–4

(“Rationalized” to “Dynamic”), in line with the

expected range for an organisation of Molten

Ventures’ size and risk profile

•

Annual independent penetration testing

conducted by Worknest across all systems, with

findings remediated systematically; quarterly

security reviews conducted with Softwerx

•

Daily simulated phishing tests conducted across

all staff; mandatory remedial training triggered

for any fails; completion rates and click-through

performance monitored and reported to senior

management

Focus for FY27

•

Continued review and development and

adaptation of cyber security and information

security systems, policies, and procedures with

the support and guidance of outsourced IT

providers

•

Ongoing monitoring and development of

internal policy relating to the usage and

regulatory parameters surrounding AI

•

Continued monitoring of supplier cyber

compliance and escalation protocols for material

third-party risks

•

Annual penetration testing and BCP/DR testing,

targeting Recovery Time Objective of <4 hours

for critical systems

ANNUAL REPORT FY26

Our principal risks

continued

5. Key personnel

Ability to attract

or retain staff with

relevant skills and

experience

Link to KPIs

3, 4

Potential impact

•

The work of the Group requires specialist

practitioners and, as a relatively small team, if

the Group does not succeed in recruiting or

retaining the skilled personnel necessary for the

development and operation of its business, it may

not be able to grow as anticipated or meet certain

of its strategic objectives

Risk management and mitigation

•

Competitive packages and enhanced employee

benefits offered to personnel, with periodic,

externally-led market comparisons for both staff

and Executive packages

•

Long-term incentives aligned to Group strategy

through the issuance of performance-related

share options

•

Short-term incentives linked to a combination

of personal and corporate targets aligned to

the Company’s corporate purpose, values, and

wider stakeholder interests

•

Access to externally-led coaching and

mentoring; mental health support; and ongoing

focus on staff development with ringfenced

learning and development budget

Changes/activities during the year

•

1 Senior Partner, 3 Partners and 3 Associates joined

the Investment Team during the period

•

2 Principals were promoted to Partner during

the period

•

Chief People Officer appointed to lead the people

strategy, culture workstream and ongoing hiring

programme

•

Continued focus on diversity and inclusion

across the Group, including through training

and the continued usage of the firm’s DEI

Recruitment Policy

Focus for FY27

•

Continued focus on culture within the business,

with the newly appointed Chief People Officer

leading the culture workstream and reporting

progress to the Board

•

Continued focus on mental and physical

wellbeing of all staff through outsourced

providers

•

Ongoing hiring process to bring in high-

performing investment and other professionals

to further augment the team in line with the

Company’s DEI Recruitment Policy to source

and make hires from a diverse, highly skilled

talent pool

Key

Increasing risk

Static risk

Decreasing risk

MOLTENVENTURES.COM

STRATEGIC REPORT

6. Liquidity and access to capital

Reduced

availability of

capital impacting

on the Company’s

investment strategy

Link to KPIs

1, 2, 3, 5

Potential impact

•

The reduced availability of capital and resulting

reduction in liquidity may impair the ability of the

Company to make investments (new or follow-

on) or limit the frequency or quantum of deals in

which Molten Ventures can participate

•

Potential impact upon funding models and ability

to execute on strategic business plans, at both a

Company and portfolio level, including: reduced

access to revolving credit facility; slower progress

on strategic initiatives; cost base implications

and potential headcount reductions; depressed

valuations where portfolio companies are unable

to demonstrate a path to liquidity; and extended

time horizon of realisations due to slowed

IPO market

Risk management and mitigation

•

Strong period of realisations across the portfolio,

with visibility on further realisations anticipated

in FY27

•

Liquidity available through the £60 million

revolving credit facility maintained with JP

Morgan and HSBC Innovation Banking

•

Cash flow forecasts and borrowing structures

considered at each meeting of the Executive

Directors and every Company Board meeting

•

Frequent investor engagement with all key

shareholders and stakeholders by the Company’s

CEO and CFO

•

Continued emphasis on appropriate levels of

liquidity through access to debt facility, cash

realisations, and additional fee income from

third-party co-investors

Changes/activities during the year

•

Strong realisations of £120 million in FY26,

maintaining balance sheet resilience

•

Consolidated Group cash of £52 million at

31 March 2026 and £60 million undrawn revolving

credit facility, plus £24 million of cash available for

investment from the managed EIS and VCT funds

•

Continued share buyback programme

demonstrating capital discipline and NAV per

share accretion

•

Progress towards a range of private fund

strategies including the hiring of a dedicated

secondaries team

Focus for FY27

•

Continued focus on realisations from the

portfolio to generate cash returns to the

balance sheet for redeployment in line with our

allocation policy

•

Continued emphasis on appropriate levels of

liquidity through access to debt facility, cash

realisations, and additional fee income from

third-party funds under Group management

•

Launch of additional third-party capital strategies

to provide enhanced income streams

•

Maintain focus on investor relations to

communicate the strategy and resilience of

the Group

Key

Increasing risk

Static risk

Decreasing risk

ANNUAL REPORT FY26

Our principal risks

continued

7. Regulatory & compliance

Compliance with

applicable laws,

regulations,

and regulatory

frameworks

Link to KPIs

1, 2, 5

NEW PRINCIPAL RISK –

This risk has been

restructured and

elevated in FY26 to

reflect the increasing

volume and complexity

of regulatory obligations

applicable to the Group,

including the 2024 UK

Corporate Governance

Code, evolving FCA

requirements, AIFMD

developments, and the

introduction of Provision 29

internal controls reporting.

The risk previously

encompassed elements

now captured separately

under the new Financial

reporting integrity

principal risk (Risk 8)

Potential impact

•

Failure to comply with FCA regulatory

requirements (including AIFMD, SM&CR,

Consumer Duty, and market abuse regulations)

could result in regulatory sanctions, restrictions

on permitted activities, significant penalties, and

reputational damage

•

Breach of AML/KYC obligations in relation to

investors or investee companies could result in

regulatory action and reputational damage

•

Failure to comply with data protection obligations

(UK GDPR) could result in regulatory fines and

reputational damage

Risk management and mitigation

•

Comprehensive suite of policies and procedures

compliant with AIFMD, including Compliance

Manual, Product Governance Policy, SM&CR

Policy, and Group Wind Down Plan

•

Annual assessments, all-staff annual conduct

rules training, and biannual attestations for F&P

compliance

•

Conflicts of Interest Policy and register with

disclosure protocols and annual training

•

Insider list management, personal account

dealing register, closed periods, and all-staff

annual training

•

Group AML Policy, Financial Crime Risk

Assessment, and FirstAML platform with

biometric checking and ongoing PEP/sanctions

monitoring

•

Data Protection Handbook, DPIA register, and

all-staff annual data protection training

•

External compliance monitoring by IQ-EQ with

quarterly reporting to the ARVC

Changes/activities during the year

•

Updated ARVC terms of reference to reflect

the 2024 UK Corporate Governance Code

requirements, including the Committee’s oversight

role in relation to material internal controls

•

FCA Private Market Valuations Review concluded

in September 2025

•

Continued utilisation of automated AML/ KYC

platforms including FirstAML and Xapien offering

enhanced checks including biometrics.

•

Annual SYSC, MLRO, and Compliance Reports

presented to the Board; quarterly monitoring

reports from IQ-EQ

•

Annual Consumer Duty Board Report presented

with external monitoring component

Focus for FY27

•

Continued monitoring of evolving FCA

regulatory requirements, including reform of UK

AIFM regulations, expected in July 2026, and

associated anticipated consultation

•

Finalisation of Provision 29 material controls

framework and preparation of the Board’s

first Provision 29 declaration for the FY27

Annual Report

•

Continued engagement with trade associations

and other industry bodies on regulatory

developments

•

Ongoing development of the compliance

controls in response to regulatory change

•

Continued biannual all-staff attestation process

to confirm compliance with key regulatory

obligations

Key

Increasing risk

Static risk

Decreasing risk

MOLTENVENTURES.COM

STRATEGIC REPORT

Our principal risks

continued

8. Financial reporting integrity

Accurate,

complete, and

compliant financial

and non-financial

reporting

Link to KPIs

1, 2, 3, 5

NEW PRINCIPAL RISK –

This risk has been

separated out from

the Group’s broader

compliance risk in FY26

to more clearly delineate

financial reporting integrity

as a discrete risk category,

in line with the way

the 2024 UK Corporate

Governance Code

distinguishes between

compliance and reporting

risks. The Group’s

underlying controls

framework is unchanged;

the work undertaken in

the year has been directed

at supporting the new

Provision 29 internal

controls declaration.

Potential impact

•

Material misstatement in the financial statements,

whether through error or fraud, could result

in restatement, regulatory action, reputational

damage, and loss of investor confidence

•

Failure to produce timely, accurate, and compliant

interim and annual reports could result in

regulatory sanction and adverse market reaction

•

Inaccurate or misleading market announcements

could result in regulatory action under UK MAR

and reputational damage

•

Failure to maintain effective controls over the

valuation of unlisted investments — the most

significant area of judgement in the financial

statements — could result in material misstatement

•

Inadequate controls over non-financial reporting

(including sustainability disclosures) could result in

regulatory action and reputational damage

•

Failure to make a compliant Provision 29

declaration in the FY27 Annual Report could result

in adverse regulatory and investor action

Risk management and mitigation

•

Multi-stage review process for annual and

interim reports, with Board and ARVC approval

•

Investment Valuation Process governed by a

single valuation policy, ring-fenced from the

investment team, incorporating a four-eyes

review and ARVC oversight

•

Management reporting prepared monthly with a

three-step review process;

•

Dual authorisation required for all material

payments; bank reconciliations completed within

two working days

•

CFO/Company Secretary sign-off process for all

RIS announcements, with legal and compliance

review for material announcements

•

Annual review of accounting policies; external

tax adviser oversight with documented review

and approval processes

•

Fund Controller review and approval of all fund

administration packs prior to release or use for

financial reporting

Changes/activities during the year

•

Material Controls Framework developed during

FY26, identifying 40 material controls across four

categories (Financial, Operational, Reporting, and

Compliance), aligned to the 2024 UK Corporate

Governance Code Provision 29

•

ARVC confirmed satisfaction with the internal

control environment and endorsed the Company’s

approach to Provision 29 preparation at its March

2026 meeting

•

FRC’s revised Provision 29 guidance published

during the year, confirming a more flexible,

proportionate, and principles-based approach;

first application for the Company is for accounting

periods beginning 1 April 2026

•

Updated Group Valuation Policy approved,

incorporating revised IPEV guidelines and FCA

PMVR feedback

•

Adoption of an updated Financial Crime Risk

Assessment to include qualitative narratives

and quantitative scoring following FCA industry

feedback on best practices.

•

Risk management platform fully operational,

supporting real-time risk monitoring and control

effectiveness tracking

•

PwC audit for FY26 completed with no material

misstatements identified. Improved collaboration

and process efficiency noted

Focus for FY27

•

Finalisation of the Material Controls Framework

and preparation of the Board’s first Provision 29

declaration for the FY27 Annual Report

•

Monitoring of first-wave Provision 29 disclosures

(calendar year-end reporters) to inform the

Company’s own reporting approach

•

Continued development of the annual

effectiveness assessment process for material

controls

Key

Increasing risk

Static risk

Decreasing risk

ANNUAL REPORT FY26

9. Climate change

Physical and

Transition-related

climate risks

Link to KPIs

1, 3, 4, 6

Potential impact

•

Transitioning to a lower-carbon economy will

entail policy, legal, technology, and market

changes to address mitigation and adaptation

requirements related to climate change

•

Physical risk of climate change-related events

directly impacting upon the Company or its

people, or the companies and personnel within

the Molten Ventures portfolio

•

Changing and potentially divergent stakeholder

and regulatory expectations around the

approach to climate change at a Group and/or

portfolio level

Risk management and mitigation

•

Adherence to the Company’s Sustainability Policy

and Climate Strategy to integrate consideration

of climate-related risks and opportunities

throughout the Group’s activities

•

Continued climate-related engagement with

portfolio companies and key suppliers as a

component part of Molten’s Climate Strategy

•

Continued climate-related reporting supported

by external domain experts

Changes/activities during the year

•

Continued engagement with portfolio companies

on climate-related topics to build literacy and

develop client-orientated strategies

•

Continued climate-related reporting supported

by external domain experts, as set out in the

Sustainability Report

•

A proportion of variable pay for Executive

Directors and all employees linked to completion

of Sustainability KPIs, which include climate-

orientated goals

•

Sustainability Committee oversight of climate-

related governance and reporting throughout

the year

•

Delivery of 100% of the Company’s FY26

Sustainability KPIs (see page 59)

Focus for FY27

•

Delivery of the Company’s FY27

Sustainability KPIs

•

Continued development and delivery against

the Company’s Climate Strategy

•

Continued engagement with our portfolio on

climate-related topics including carbon footprint

measurement and GHG-reduction plans

•

Evolution and development of the application

of climate considerations within the valuations

process

Key

Increasing risk

Static risk

Decreasing risk

MOLTENVENTURES.COM

STRATEGIC REPORT

10. Risk profile of venture investing and venture

High risk profile of

venture investing

into early-stage

companies

Link to KPIs

1, 2, 5

Potential impact

•

Individual portfolio companies may not perform

as anticipated and either fail or have increased

funding requirements

•

Significant commitment of time and resource to

the active management of early-stage high-

growth companies

•

Due to the illiquid nature of the asset class,

valuation of tech companies across global markets

may impact upon the Group’s NAV and impact the

timing and/or quantum of realisations at exit

•

The timing of portfolio company realisations

is uncertain and cash returns to the Group are

difficult to predict

•

The SaaS sell-off in H2 FY26 demonstrated the

sensitivity of portfolio valuations to public market

comparable movements, even where underlying

portfolio company operating metrics remain stable

Risk management and mitigation

•

Rigorous due diligence undertaken by highly

qualified Investment Team and surrounding

operational platform

•

Active management of portfolio with consent

rights and Board seats or observer roles typically

required as a pre-requisite to investment

•

Investment in portfolio companies made via

preference structures, providing downside

protection relative to other classes of share

•

Diversified portfolio across different

geographies, sectors, and stages to mitigate

impact of single investment failures

•

Backtesting of exit prices against latest published

NAV to validate valuation methodology

Changes/activities during the year

•

Core Portfolio delivered 26% fair value growth for

the year, consistent with the through-the-cycle

target of 20% per annum

•

Core Portfolio remains well funded, supported

by solid performance, revenue growth, and

successful funding rounds during the period.

Revenue across the Core Portfolio grew by 40%,

reflecting strong performance in most businesses.

•

Cash runways across the Core Portfolio remain

healthy, with 88% of companies funded for at least

12 months and seven already profitable.

•

Strong realisations of £120 million in FY26

Focus for FY27

•

Working closely alongside portfolio

management teams to extend cash runway and

preserve/enhance value

•

Continued work with external advisers to help

deliver a pipeline of realisations targeted at, or

above, holding NAV

•

Continued focus on identifying strong best-

in-class scalable technology companies with

very large addressable markets and a path to

becoming a category leader

•

Continued development of the Emerging

Portfolio segmentation to provide greater

transparency to investors

Our principal risks

continued

Key

Increasing risk

Static risk

Decreasing risk

ANNUAL REPORT FY26

The Directors have assessed the viability of the Group over a

three-year period to March 2029, considering its strategy, its current

financial position and its principal risks.

The three-year period reflects the time horizon over which

the Group places a higher degree of reliance over the

forecasting assumptions used.

The three-year plan is built using a bottom-up model and

makes assumptions about the level of capital deployed

into, and realisations from, its portfolio companies, the

financial performance (and valuation) of the underlying

portfolio companies, the Group’s utilisation of its debt

finance facility and the ability to raise further capital,

the level of the Group’s net overheads and the level of

dividends.

To assess the impact of the Group’s principal risks on

the prospects of the Group, the plan is stress-tested by

modelling severe but plausible downside scenarios as

part of the Board’s review of the principal risks of the

business.

While all the risks identified, including cyber security, key

personnel, industry competition, FX exposure and loss

of regulated status, could potentially have an impact on

the Group’s financial position, the Directors believe that

the risks most likely to impact the Group’s viability include

changes to the global macroeconomic environment,

portfolio valuations, geopolitical protectionism, profile of

venture investments and unpredictability of exit timing.

The severe downside scenarios model situations were:

1. Concentration risk

Scenario: considers the impact of a material event causing

the single largest asset in the portfolio to be written off.

Links to Principal Risks: 1, 3, 10

2. Valuations risk

Scenario: considers the impact of public and private

market recalibration causing severe disruption to the

operating cycle, significantly reducing valuations and

realisations, and stalling routes to exit.

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

3. Realisations risk

Scenario: considers no additional exits other than those

that have been agreed and the sale of listed assets, either

due to severe disruption to the market or due to exits

in the form of IPO with shares held being subject to a

lock-up period.

Links to Principal Risks: 1, 2, 3, 5, 6

4. A combination of scenarios 1–3 above

The Directors have considered an “all risks” stress test

scenario, combining all of the scenarios tested in a “worst

case” analysis. This is a highly unlikely, albeit plausible

scenario; however, in the event of such a scenario,

the Group would be able to continue operating until

September 2027 before a liquidity shortfall, without

mitigating action. However, mitigating actions would

ensure sufficient liquidity well beyond March 2029.

In such scenarios, there would be additional options available

for the Group to mitigate the impact on liquidity, including:

reducing investment levels to mitigate the impact on

liquidity;

exits outside the usual course of business;

equity financing;

syndicated fund strategies;

debt financing.

Given the current volatility of public markets an equity

raise has not been modelled in any of the scenarios.

The Directors also considered

viability over the longer term

period. Risks considered were:

1. The resilience of the underlying

business model

The “patient capital” nature of the Group’s business

model, which affords the Group flexibility in terms of exit

timings, coupled with its relatively low level of committed

capital, provides a high degree of financial resilience to

macroeconomic risks.

Links to Principal Risks: all

2. Resilience to technological risks

While no major issues were identified, the Company has

continued to invest in improvements to IT infrastructure,

software and cyber security.

Links to Principal Risks: 4

3. Resilience to social and environmental

risks

The Group works with external providers and voluntarily

reports against external standards and frameworks. A

Climate Strategy has been developed and a dedicated

Sustainability Committee oversees the implementation

of the Group’s Responsible Investment & Sustainability

Policy. Sustainability KPIs are measured and performance

against sustainability targets is indexed to staff bonuses.

Links to Principal Risks: 1, 2, 3, 9

Based on this assessment, the Directors have a reasonable

expectation that the Group will continue to operate and

meet its liabilities, as they fall due, up to at least March 2029.

Board approval

The Strategic Report as set out on pages 4 to 79 was

approved by the Board of Directors on 9 June 2026 and

signed on its behalf by:

Andrew Zimmermann

Chief Financial Officer

Please see our

Principal Risks

section, starting on

page 68 for further

details on our

Principal Risks

MOLTENVENTURES.COM

STRATEGIC REPORT

Viability statement

ANNUAL REPORT FY26

Contents

Governance Report

Governance at a glance

Corporate governance statement

Board of Directors

Board leadership and corporate governance

Division of responsibilities

Role, composition and evaluation

Nomination Committee Report

Sustainability Committee Report

Audit, Risk and Valuations Committee Report

103

Directors’ Remuneration Report

128

Directors’ Report

131

Statement of Directors’ responsibilities in

respect of the financial statements

Governance

Report

Partner, Nicola McClafferty moderating AI panel at Molten

Investor Day featuring Audrey Miller from Tapestry, Max Bautin

from Connect Ventures, and Pietro Bezza from IQ Capital.

Key activities in applying the principles of the UK Corporate Governance Code

Code principles

Activity in the year

Board leadership

and Company

purpose (A-E)

•

Full review of Company strategy and Chairman-led engagement with top institutional shareholders

•

Continued DNED programme of engagement with updates on workforce engagement responses. How

the Board assesses and monitors the culture of the business is set out on page 86

•

Board approval of refreshed corporate values and monitoring of embedding of culture

Division of

responsibilities (F-I)

•

Information on the activity of the Committees is set out in their individual reports starting on pages 93

(Nomination Committee), 97 (Sustainability Committee), 99 (Audit, Risk and Valuations Committee) and 103

(Remuneration Committee).

Composition,

succession and

evaluation (J-L)

•

Recommended a one year extension to Grahame Cook’s tenure

•

Moved to a new format for internally facilitated Board performance reviews

•

Overseen transition of SID and Chair of Audit, Risk and Valuations Committee

Audit, Risk and

Internal control

(M-O)

The Audit, Risk and Valuations Committee’s activity during the year has focused on its key responsibilities

around the integrity of financial reporting (including valuations), and ensuring that risk management and

internal control systems operate effectively. Other activities included:

•

Reviewed annual compliance reports, corporate policies and procedures

•

Regular updates and oversight on work to prepare for FRC Code Provision 29

Further information is included in the Audit, Risk and Valuations Committee Report starting on page 99.

Remuneration (P-R)

•

Full two-phase shareholder and proxy adviser consultation on the Directors’ Remuneration Policy for

approval at the AGM to be held in July 2026

•

Drafting and consideration of new Employee Share Scheme Rules to operate alongside new Executive

Schemes

Board composition

Board independence table

Chair

(independent on

appointment)

Laurence

Hollingworth

Independent

(Non-Executive

Directors)

Grahame Cook

Sarah Gentleman

Lara Naqushbandi

Gervaise Slowey

Non-

Independent

(Executive

Directors)

Ben Wilkinson

Stuart Chapman

Andrew Zimmermann

Board attendance table

Director

Board

Audit, Risk and

Valuations Committee

Remuneration

Committee

Nomination

Committee

Sustainability

Committee

Laurence Hollingworth

Grahame Cook

Sarah Gentleman

Gervaise Slowey

Lara Naqushbandi

Ben Wilkinson

Andrew Zimmermann

Stuart Chapman

Not members but attend each meeting.

0-3 years

3-6 years

6-9 years+

62.5%

37.5%

Male

Female

43%

57%

Non-independent

Independent

Gender

diversity

Independence

(Excl Chair)

Tenure

ANNUAL REPORT FY26

Governance at a glance

Dear Shareholder,

I am pleased to present the Governance Report for the year ended 31 March

2026. This section outlines the Group’s governance framework, the Board’s

responsibilities, its key activities over the period, and our compliance with the UK

Corporate Governance Code. Further information on the Code is available on the

Financial Reporting Council’s website: frc.org.uk

The Board confirms that it applied the

principles of the UK Corporate Governance

Code (the "Code") throughout the year and

complied in full with its relevant provisions.

This is the first year in which we report under

the 2024 edition of the Code, which took

effect for the Company on 1 April 2025.

During the year, we undertook preparatory

work for compliance with the updated

Code, including the addition of new sections

addressing Board leadership, purpose,

culture and values, and we have enhanced

our approach to risk management and

internal controls in line with the updated

Code’s requirements. Reporting on the new

Provision 29 on risk management and internal

control, which takes effect for financial years

beginning on or after 1 January 2026, will

commence in next year’s Annual Report.

Board composition

Female representation in senior Board roles

has been achieved following the 2025 AGM.

Sarah Gentleman assumed the role of Senior

Independent Director (SID), succeeding

Grahame Cook, and Lara Naqushbandi

became Chair of the Audit, Risk and

Valuations Committee. Both individuals are

performing their roles excellently, and the

Board is pleased with the effectiveness of

these transitions.

Grahame Cook will stand for re-election

at this year’s Annual General Meeting for

a further final year. As reported last year,

Grahame has served with distinction since his

appointment at the time of the Company’s

IPO, and the Nomination Committee

has conducted a thorough review of his

continued independence given his tenure

of more than ten years. This extension is

explicitly limited to one year; Grahame will

not stand for re-election at the 2027 AGM,

and the Board has committed that there will

be no further extensions beyond this period.

Full details are set out in the Nomination

Committee Report on pages 93 to 96.

All other Directors will also stand for

re-election. Further details are provided in

the Nomination Committee Report on pages

93 to 96.

Board performance

review

An effective Board is critical to the Company’s

long-term success. Following the

significant

Board changes in the financial year, it

was concluded to conduct an internal

performance evaluation 2026 and plan

for the next externally facilitated review

to be scheduled for 2027, in line with our

commitment to externally facilitated reviews

on a three-year cycle. The methodology and

outcomes of the 2026 internal review are set

out on page 92.

Workforce engagement

The Board recognises the importance of

effective workforce engagement and

transparency in how employee interests

inform our decision-making. Gervaise Slowey

is now in her third year as the Designated

Non-Executive Director (DNED) for workforce

engagement and has continued to play a

key role in embedding the desired culture

across the business. At executive level

a Chief People Officer, Chantal Cantle,

was appointed and continued on the

culture roadmap from FY25. A summary

of the initiatives can and how culture has

embedded can be found on pages 86 to 87.

During the year, the Sustainability Committee

which Gervaise also chairs was responsible

for measuring progress and reporting

on the corporate KPI’s completion to the

Remuneration Committee.

A summary of engagement activities led by

Gervaise is available on page 97.

Shareholder engagement

and AGM

Our engagement with Shareholders and

other stakeholders is detailed on pages 87 to

88. During the year, I engaged directly with

investors representing approximately 55%

of the register, and I welcome continued

direct communication on governance or

other matters. I can be contacted through the

Company Secretary at our registered office or

by email at cosec@molten.vc

Retail investors are encouraged to register

for updates via the Investor Meet Company

platform, which we used throughout the

year to share financial results and portfolio

insights.

Finally, I would like to thank all our

stakeholders for their continued support over

the past year. I look forward to welcoming

Shareholders to our Annual General Meeting,

which will be held at 4 More London

Riverside, London, SE1 2AU on 22 July 2026.

Laurence Hollingworth

Chairman

MOLTENVENTURES.COM

GOVERNANCE REPORT

Corporate governance statement

Laurence

Hollingworth

Chairman

Age:

Appointed:

January 2024

Membership:

Sarah

Gentleman

Senior Independent Director

Age:

Appointed:

September 2021

Membership:

Grahame

Cook

Independent

Non-Executive Director

Age:

Appointed:

June 2016

Membership:

Gervaise

Slowey

Independent

Non-Executive Director

Age:

Appointed:

July 2021

Membership:

Laurence has extensive experience

in the capital markets and a strong

understanding of the investment

environment, following a 37-year

career with Cazenove and latterly

JP Morgan. He has held several

senior leadership roles during

his career including Head of UK

Investment Banking, Head of EMEA

Industry Coverage, and finally as

Vice Chairman for Equity Capital

Markets EMEA. He is currently chair

of Clarkson plc, the world’s largest

shipbroker, and a non-executive

director of Atom Bank plc, an online

retail challenger bank. Laurence

serves as Chair of the Nomination

Committee and as a member of the

Remuneration Committee.

In addition to her role as a Non-

Executive Director at Molten Ventures,

Sarah is the senior independent

director of Rathbones Group plc, as

well as being a member of its audit,

risk, nomination and remuneration

committees. Sarah has over 30 years’

experience working in a combination

of strategic and financial roles, having

started her career as an analyst at

McKinsey & Company; these include

business development director at

Egg UK and chief financial officer

at LCR Telecom. Until 2012, Sarah

was a sell-side banking analyst

at Sanford Bernstein where she

covered French, Spanish and Italian

banks. Most recently, Sarah has been

working as an adviser to early-stage

technology companies with a focus

on fintech. At Molten Ventures, Sarah

is the Senior Independent Director,

chairs the Remuneration Committee

and sits as a member of the Audit,

Risk and Valuations Committee and

Nomination Committee.

Grahame is an experienced public

company non-executive director,

with over 20 years’ experience

as an audit and risk committee

chair. Grahame’s background is in

investment banking, with 20 years’

experience of M&A, equity capital

markets and corporate advisory.

Grahame started his career at Arthur

Andersen, where he qualified as a

chartered accountant. He became

a director of corporate finance at

Barclays de Zoete Wedd in 1993,

and then joined UBS as a managing

director, a member of its global

investment banking management

committee and global head of equity

advisory. At UBS he was responsible

for creating its industry sector teams,

including technology and healthcare.

In 2003 he became joint chief

executive officer at WestLB Panmure

where he built a pan-European

business focused on growth

companies and ran a €100 million

technology fund. He advised the

London Stock Exchange in 2003 on

the creation of its TechMark growth

segment. Grahame sits on a number

of technology and technology-rich

healthcare company boards, both

listed and unlisted. Grahame holds a

Double First Class Honours degree

from the University of Oxford.

Gervaise has a background in senior

management, international business,

marketing and media. Gervaise

serves as a non-executive director

on the boards of Eason plc (Ireland’s

largest book retailer) and Wells Fargo

Bank International (WFBI) where she

is also Chair of the Remuneration and

Nomination Committee. Gervaise

was formerly CEO of Communicorp

Group (now Bauer), Ireland’s largest

independent radio group, and

also served as a non-executive

director on the boards of Dalata

plc, the International Rice Research

Institute, the Institute of Directors

(Ireland) and Ulster Bank Ireland.

Prior to that she held senior roles in

Ogilvy Worldwide for 16 years, most

recently global client director. She

is a Chartered Company Director

(Institute of Directors), a Dublin City

University Business Studies graduate

(BBS) and completed Sustainability

Leadership Programmes at both

Cambridge University (2019) and

Imperial College London (2025). At

Molten Ventures, Gervaise is the

Designated Non-Executive Director

for Workforce Engagement, chairs

the Sustainability Committee and is

also a member of the Audit, Risk and

Valuations Committee, Remuneration

Committee, and Nomination

Committee.

The age of each Director is displayed as at 9 June 2026.

ANNUAL REPORT FY26

Board of Directors

Key

Board

Audit, Risk and Valuations Committee

Remuneration Committee

Nomination Committee

Sustainability Committee

Chair

Lara

Naqushbandi

Independent

Non-Executive Director

Age:

Appointed:

September 2023

Membership:

Ben

Wilkinson

Chief Executive

Officer

Age:

Appointed:

June 2019

Membership:

Stuart

Chapman

Executive Director

Age:

Appointed:

June 2016

Membership:

Andrew

Zimmermann

Chief Financial

Officer

Age:

Appointed:

January 2025

Membership:

Lara is an experienced investor,

operator, and former tech executive

with a 20+ year track record spanning

private equity, growth-stage

company building, and leadership

at global technology and industrial

firms. She is currently CEO and

co-founder of ETFuels, a PE-

backed energy transition company

developing large-scale e-fuels

projects across Europe and the US.

As founding CEO, she has led the

company through inception, capital

raising, and commercial scale-up.

Prior to ETFuels, Lara served on

the UK ExCo at Google, as CFO for

Google UK and later as Director of

Retail, leading partnerships with the

UK’s largest advertisers. She was also

Executive Sponsor for Sustainability,

shaping Google UK’s decarbonisation

and stakeholder strategy. Earlier

in her career, Lara was CFO of Rio

Tinto’s global Commercial and

Marine Group, overseeing finance,

strategy, governance, and risk across

multi-billion-dollar commodity flows.

She also spent nearly a decade in

principal investing roles at Climate

Change Capital, Klesch Group and

Bridgewater Associates, leading

transactions in clean energy, industrial

turnarounds, and multi-asset

portfolios. She began her career at

Goldman Sachs in leveraged finance

and equity research and holds two

degrees from Harvard.

Ben Wilkinson was appointed

Chief Executive Officer of Molten

Ventures in October 2024. He is

also Chair of the Pensions & Private

Capital Expert Panel, established to

help unlock defined contribution

pension investment into private

capital, including venture capital,

supporting a key growth opportunity

for Molten Ventures. Ben joined

Molten Ventures in 2016 and has

played a central role in shaping and

delivering the Group’s strategy,

including leading major initiatives

to strengthen the balance sheet

through equity and debt financing,

broaden the Shareholder register,

and oversee Molten Ventures’

transition to the Main Market. He also

served on the Investment Committee

and supported the Group through

a period of significant portfolio

activity and transformation, including

multiple secondary portfolio

investments. Prior to Molten Ventures,

Ben served as Chief Financial Officer

for five years at AIM-listed President

Energy plc. Earlier in his career,

he worked in M&A investment

banking at ABN Amro and RBS,

gaining cross-border transaction

and corporate financing experience.

Ben is a Chartered Accountant (FCA)

with a BSc in Economics from Royal

Holloway, University of London, and

is a member of Molten Ventures’

Sustainability Committee.

Prior to co-founding Molten Ventures

in 2006, Stuart was a director of

3i Ventures in London. He has over

30 years’ Venture Capital experience

in Europe and the US – including

being part of the founding team

of 3i US in Menlo Park, CA. Stuart

serves as a director with Netronome,

Binalyze, Valarian, Riverlane, Ledger,

CoachHub and Form3; as Chairman

of Realeyes; and as observer

with Aircall. Before 3i, Stuart was

involved in software and systems

implementations for Midland Bank.

He is a graduate of Loughborough

University and currently serves on

the strategic advisory Board for the

Loughborough Business School.

Stuart is also Chair of the Esprit

Foundation.

Andrew was appointed to the Board

on 28 January 2025 after serving as

Interim CFO since 29 October 2024.

He joined Molten Ventures as

Finance Director in 2023 from IPGL

Limited – the family investment office

of an UHNWI – where he served

as CFO. Prior to that, Andrew was

the EMEA Finance Director for the

Carlyle Group, a NASDAQ-listed

global private equity and alternative

investments firm. Andrew qualified as

a Chartered Accountant with Deloitte,

and has also held Financial Controller

roles at Martin Currie Investment

Management Limited, Alliance Trust

plc and Schroders plc.

MOLTENVENTURES.COM

GOVERNANCE REPORT

Leadership and oversight

The Board is collectively responsible for

the long-term sustainable success of

the Company and generating value for

shareholders. It sets the Group’s strategic

direction, oversees implementation, and

ensures that strategy is aligned with the

Group’s culture, purpose and values, in

accordance with Principle A of the UK

Corporate Governance Code (the "Code").

During FY26, the Board undertook a

comprehensive review of the Company’s

strategy. Having considered a range of

options, the Board reaffirmed its commitment

to the Company’s existing strategy focused

on disciplined capital deployment, active

portfolio management, and selective capital

return, which it believes offers the most

compelling path to long-term value creation.

The review was informed by ongoing

shareholder engagement, including direct

discussions with a significant proportion of

the shareholder register. Feedback from

these engagements was considered by the

Board as part of its strategic assessment. The

Board continues to monitor market conditions

and strategic opportunities, including

potential corporate activity where it would be

in the interests of shareholders.

Executive Directors provide the Board

with regular updates on progress against

strategic objectives and key performance

indicators. In doing so, the Board exercises

rigorous oversight of performance, risk and

capital allocation. The Board reviewed and

approved an updated Schedule of Matters

Reserved at its October 2025 meeting,

incorporating a new section on Board

leadership, purpose, culture and values in

line with the requirements of the 2024 Code,

and enhanced risk management and internal

control provisions aligned with Provision 29.

Culture and values

The Board recognises that culture underpins

the integrity and effectiveness of the entire

governance framework. In line with Principle

B of the Code, the Board actively promotes

a culture consistent with the Company’s

purpose, values and strategy, and oversees

its embedding across the organisation. A

dedicated agenda item on purpose, culture

and values was included at the November

2025 Board meeting, at which the Board

received a paper prepared by the Company

Secretary on the Board’s responsibilities

under Principle B of the 2024 Code,

alongside a report from the Chief People

Officer and the Designated Non-Executive

Director for Workforce Engagement.

Board and Committee meetings are

conducted in a transparent, respectful and

inclusive manner, enabling open debate

and a diversity of perspectives. The Board

has formalised structured opportunities for

employees to engage directly with Non-

Executive Directors, including breakfast

and lunch sessions with members of the

investment team, which were introduced

during FY26 following a recommendation

from the 2025 Board Performance Review.

The Board confirmed at its March 2026

meeting that this format would continue and

be formalised for FY27.

Attendees enjoying Molten’s Annual Summer Party.

ANNUAL REPORT FY26

Board leadership and corporate governance

People and culture —

Chief People Officer

Chantal Cantle joined the Company as Chief

People Officer on 3 June 2025, bringing

renewed focus and professional structure

to the people and culture agenda. The

appointment was welcomed by the Board,

which noted that Ms Cantle would take the

lead on culture delivery going forward,

including presenting progress to the Board at

strategy sessions.

Ms Cantle presented directly to the Board

at its November 2025, January 2026 and

the March 2026 Sustainability Committee

meeting providing substantive updates on

recruitment, team structure, performance

management, values embedding and

employee engagement. The Board

acknowledged the positive progress on

people-related initiatives at each meeting

and confirmed the importance of maintaining

strong engagement and performance

management practices as the team continued

to evolve.

Values and culture

embedding

Building on the culture roadmap initiated in

FY25 with external consultants Unleashed,

the Company made material progress in

FY26 against the four principal challenges

identified in that programme: strengthening

alignment between purpose, strategy and

values; establishing clear and cohesive

organisational goals; creating a high-

performance culture; and enhancing

organisational communication and feedback.

Specific initiatives delivered during FY26

included:

•

New corporate values

framed and rolled

out across the firm, with employees

demonstrating the values recognised at

quarterly Townhalls;

•

Values incorporated into performance

reviews and feedback

processes, with

the Board agreeing that this approach

would strengthen the link between

values and performance outcomes;

•

Quarterly all-staff Town Hall

presentations

introduced to build mutual

awareness of each team’s contribution

and reduce siloed working;

•

A Learning and Development

Framework

developed and rolled

out from October 2025, with training

delivered to managers to drive alignment

and application of behaviours;

•

An Investment Team Levelling

Programme and Progression Matrix and

Competency Framework

developed to

provide clarity, fairness and transparent

career pathways;

•

A firm-wide internal Wiki resource

launched to improve knowledge sharing

and cross-team communication; and

•

Values Champions

appointed across the

business to embed and reinforce the new

values in day-to-day working.

The first employee engagement survey since

Ms Cantle’s appointment was conducted

in October–November 2025. The survey

results were presented to the Sustainability

Committee and informed the ongoing

culture roadmap. A further employee

engagement survey was scheduled for April

2026 to track progress and set a baseline for

FY27 measurement.

The Sustainability Committee reviewed

progress against the FY26 Culture KPI (KPI 4:

Internal Operations — People and Culture)

at its January and March 2026 meetings.

The Committee confirmed at its March 2026

meeting that it was satisfied Molten was on

course to achieve 100% of its FY26 goals

in this area, and the Chair confirmed she

would recommend a positive outcome for

Remuneration Committee consideration.

A 2.5% bonus entitlement was attached

to achievement of this KPI, reinforcing the

link between cultural delivery and financial

reward.

In January 2026, the Board received a

presentation on the revised year-end

review process was being rolled out, with

performance foundations established

across the organisation. Development

training for managers was delivered to

ensure consistency and quality in the review

process. Particular emphasis was placed on

embedding the Company’s new values within

performance reviews, ensuring alignment

between individual performance assessment

and the organisation’s cultural objectives.

Workforce engagement

The Board continues to deepen its

engagement with the workforce, in

accordance with Provision 5 of the Code.

Gervaise Slowey is now in her third year

as Designated Non-Executive Director

(DNED) for workforce engagement and has

continued to play a central role in embedding

the desired culture across the business.

Ms Slowey conducted structured employee

engagement sessions in October 2025,

with a further report presented to the

Board at its March 2026 meeting. Themes

from the October 2025 sessions included

positive feedback on ownership and

autonomy, team diversity, and learning

opportunities. Employees commended

recent improvements in structure and

process, particularly the new learning and

development toolkit. Areas identified for

continued focus included knowledge-

sharing systems and maintaining the balance

between autonomy and structure. The

sessions demonstrated strong support for the

business direction and leadership.

The Sustainability Committee agreed that

future reporting should include reference

to the DNED’s employee engagement

sessions as part of the overall culture KPI

assessment framework, reinforcing the

connection between Board-level oversight

and employee experience.

Non-Executive Directors also participated

in structured informal engagement with the

investment team through breakfast and lunch

sessions held during the year. The Board

confirmed at its March 2026 meeting that this

format would be formalised and continued

in FY27, in preference to pre-Board dinners

where larger numbers could limit the quality

of discussion.

Workforce development and wellbeing are

integral to the Group’s value proposition.

Investments are made in training, coaching

and health initiatives to support talent

retention and development. A competitive

reward framework is offered, including

eligibility-based participation in bonus and

long-term incentive plans. Remuneration

across the workforce is reviewed by the

Remuneration Committee to ensure internal

fairness and alignment with Executive pay

outcomes, as required under Provision 33 of

the Code.

The Board also received a briefing from the

General Counsel at its March 2026 meeting

on the Employment Rights Act 2025 and its

implications for the Company, ensuring that

the Board remained informed of the evolving

legislative landscape affecting the workforce.

The Board continues to deepen its

engagement with the workforce, in

accordance with Provision 5 of the Code.

Non-Executive Directors participate in

biannual Portfolio Days and the annual

Investor Day, providing structured

opportunities to engage with internal teams

and portfolio company stakeholders. These

engagements offer direct feedback on how

strategy and culture are experienced across

the business and investment ecosystem.

Shareholder and

stakeholder engagement

The Company maintains a clear and

structured programme of engagement with

institutional and retail shareholders, in line

with Principle D and Provision 3 of the Code.

Executive Directors lead these interactions,

with the Board receiving regular reports

on shareholder views and emerging trends

through investor feedback summaries and

analyst reports.

MOLTENVENTURES.COM

GOVERNANCE REPORT

During FY26, the Chairman conducted direct

engagement with shareholders representing

approximately 55% of the register, meeting

with major institutional investors including

Baillie Gifford, Liontrust, BlackRock, Cazenove

Capital, Aberdeen, Columbia Threadneedle,

NTMA, British Business Bank, Castlegate

(Ticketridge), Fidelity International and

Borders to Coast. These meetings were

reported to the Board in detail and the Board

noted that sentiment was positive regarding

the Company’s strategy and its execution,

and that shareholders appreciated the direct

engagement from the Chairman. The Board

agreed that periodic engagement with key

shareholders would remain a priority.

Sarah Gentleman, as Chair of the

Remuneration Committee, conducted a

separate consultation with shareholders on

the Company’s remuneration policy during

the year. Feedback was encouraging, with

shareholders supportive of the proposed

approach.

The engagement programme also

included the annual Molten Investor Day

on 11 February 2026, attended by major

institutional shareholders, analysts and key

service providers, and digital presentations

via the Investor Meet Company platform. The

Company was nominated for a Best Investor

Communications award during the year,

reflecting the quality of its investor relations

activity.

All Directors are available to engage with

shareholders upon request. Shareholders

are encouraged to participate in General

Meetings and submit questions in advance.

Conflicts of interest

In accordance with the Companies

Act 2006 and the Code, Directors are

required to declare any actual or potential

conflicts of interest. The Board maintains

a register of situational conflicts, and each

Director resubmitted their disclosures as at

31 March 2026 for review and authorisation.

Conflicts are a standing agenda item at the

beginning of each Board meeting, and

Directors are reminded of their statutory

duties at that time. Each Director present at

Board meetings held during FY26 confirmed

that they had no interests to declare in the

matters to be discussed.

Board independence and

composition

The composition of the Board complies with

the Code’s requirements for independence

and balance. An assessment conducted by

the Nomination Committee, using the criteria

in Provision 10, concluded that all Non-

Executive Directors continue to demonstrate

independence in character and judgement,

free from relationships or circumstances

which could affect their objectivity.

Time commitment and

external appointments

All Directors are required to allocate sufficient

time to fulfil their duties effectively, in line

with Provision 15 of the Code. Non-Executive

Directors’ letters of appointment specify

a minimum commitment of two days per

month, subject to increase where additional

responsibilities are held (e.g. as SID,

Committee Chair, or DNED). The Nomination

Committee reviews Directors’ time

commitments annually to ensure ongoing

compliance.

Board work is supplemented by structured

informal engagement sessions with the

investment team, which were formalised

during FY26 following the 2025 Board

Performance Review. The Board confirmed

at its March 2026 meeting that the breakfast

or lunch format with senior members of the

investment team would continue in FY27.

Role of the Company

Secretary

The Company Secretary plays a central

role in ensuring the effective operation

of the Board and its Committees, and in

supporting high standards of governance,

consistent with Principle J and Provision 16

of the Code. Appointed by the Board, the

Company Secretary is accountable to the

Chairman for governance matters and reports

administratively to the CEO on operational

issues.

During FY26, the Company Secretary

presented a paper to the Board

recommending amendments to the Schedule

of Matters Reserved, prepared the Board’s

paper on Principle B compliance, briefed

the Board on FRC guidance emphasising

outcomes-based reporting for workforce

engagement disclosures and updated the

Board on the proposed rebrand of the

FRC to the Corporate Reporting Authority,

for example. The Company Secretary also

assisted executive management with daily

share register analysis.

The role includes: coordinating Board and

Committee agendas and papers; ensuring the

timely circulation of information for decision-

making; supporting Director induction and

professional development; monitoring

corporate governance developments and

briefing the Board accordingly; facilitating

independent access to legal and professional

advice where requested; acting as a conduit

for shareholder communications to the

Board; and maintaining records of conflicts of

interest and governance approvals.

The remuneration of the Company Secretary

is determined by the Remuneration

Committee. Shareholders may correspond

with the Company through the Company

Secretary by writing to the registered office

or emailing cosec@molten.vc.

ANNUAL REPORT FY26

Board leadership and corporate governance

continued

Governance framework

Board and Committee key responsibilities, delegated authorities to management and reporting lines, are illustrated below:

Esprit Capital Partners LLP (“ECP”) Management Board

ECP is the appointed Alternative Investment Fund Manager (“AIFM”) of Molten Ventures plc under the Alternative Investment Fund

Manager Directive (“AIFMD”). The ECP Management Board is responsible for managing the day-to-day operational investment

activities of the Company, and along with the Investment Committee, implementing the strategy approved by the Board. It monitors

performance against financial and operational KPIs and manages risk.

ECP Investment Committee

•

Implements the Company’s investment policy

•

Approves all Molten Ventures plc investments and may impose conditionality

on any approvals granted

See page 46 for our investment strategy

See pages 22 to 42 for our portfolio

Board

Responsible for setting the Company’s investment policy and strategy for delivering long-term value to shareholders and other

stakeholders, providing effective challenge to management on the execution of strategy, and ensuring the Group maintains an

effective system of risk management and internal controls.

See page

for our strategy

See pages 68 to 78 for

principal risks and uncertainties

See page 1 for

our activity in the year

See page 52

for our s172 statement

Audit, Risk and Valuations

Committee

•

Oversees the Company’s financial

reporting

•

Monitors the integrity of internal

financial controls

•

Reviews the valuation of

investments and application of the

Group’s valuation policies

•

Reviews and assesses risk

management systems

See page 99 for Audit, Risk and

Valuations Committee report

Remuneration

Committee

•

Develops Remuneration

Policy for Directors (subject to

shareholder approval)

•

Determines Executive Director

Remuneration

•

Approves annual bonus and LTIP

performance measures

•

Monitors pay and conditions

across the Company

See page 103 for Directors’

Remuneration Report

Nomination

Committee

•

Executive and Non-Executive

Director succession planning

•

Identifies and nominates candidates

to the Board

•

Reviews composition of Board and

Committees

•

Monitors compliance with Board

Diversity Policy

•

Leads Board evaluation process

See page 93 for Nomination

Committee report

Sustainability Committee

•

Maintains and oversees the Group’s Responsible

Investment and Sustainability Policy

•

Reviews the effectiveness of sustainability functions

across the Group

•

Approves and monitors Sustainability KPIs

See pages 56-64 and the Sustainability Report being

published on 16 June 2026 for a summary of the

Group’s sustainability activities during the period.

Policies and Procedures Committee

•

Operationally focused Committee that reviews all Group

policies and procedures with authority to approve and

implement or recommend to the Board or relevant Board

Committee

•

Oversees staff training and adherence to Group policies and

procedures

•

Chaired by General Counsel with the CFO, MLRO and

Finance Director as the other voting members

•

Now responsible for operationally monitoring internal

controls and supporting Board’s assessment of material

control effectiveness

MOLTENVENTURES.COM

GOVERNANCE REPORT

Division of responsibilities

Role of the Board

The Board is collectively responsible to

shareholders for the leadership, long-term

sustainable success and oversight of the

Group, in accordance with Principle A of the

Code. It discharges its responsibilities by

setting and reviewing the Group’s strategy,

determining risk appetite, monitoring

performance, and maintaining a robust

framework of risk management and internal

controls.

The Board ensures that the Group has the

appropriate human, financial and operational

resources to execute its strategy effectively

and in a manner aligned with the Group’s

purpose, values and culture, as required

under Principle B of the Code.

The scope of the Board’s authority is formally

documented in a Schedule of Matters

Reserved for the Board, which was reviewed

and updated at the October 2025 Board

meeting to ensure full compliance with the

2024 Code. Key amendments included:

the addition of a new section on Board

leadership, purpose, culture and values;

enhanced risk management and internal

control provisions aligned with Provision

29; renaming of the ESG Committee to

the Sustainability Committee; updates to

governance provisions including reference

to the DNED for workforce engagement;

removal of the specific investment threshold

language; addition of a requirement

for Board approval of share repurchase

programmes; and an explicit requirement that

the Schedule be reviewed at least annually.

Matters specifically reserved for the Board

include:

•

Approval of Group strategy and

business model;

•

Material amendments to the Group’s

investment policy (subject to FCA and

shareholder approval);

•

Oversight and approval of risk

management frameworks, including

policies on insurance, hedging, leverage

and security;

•

Authorisation of the launch of new third-

party funds;

•

Entry into material contracts or

commitments outside the ordinary course

of business;

•

Oversight and approval of annual

business plans and budgets;

•

Approval of share repurchase

programmes; and

•

Approval of financial reporting (including

interim and annual reports).

The Board delegates responsibility for the

day-to-day operation of the business to the

Executive Directors. It has also established

and delegated specific responsibilities to

its principal Committees: Audit, Risk and

Valuations; Remuneration; Nomination; and

Sustainability; each of which operates under

formal Terms of Reference that are reviewed

annually and published on the Company’s

website.

Board and Committee

operation

The Chairman, in consultation with the

Chief Executive Officer and the Company

Secretary, sets the agenda for each Board

meeting, which follows a structured annual

cycle. The agenda is informed by ongoing

developments, strategic priorities and

cyclical governance responsibilities to ensure

balanced and timely oversight.

During FY26, the Board held a dedicated

strategy working session in October 2025,

at which it reviewed the Group’s strategic

direction, considered a full range of strategic

alternatives with the support of external

advisers (including JP Morgan, Deutsche

Numis, Goodbody and Rede Partners), and

received a detailed People and Culture

update from the Chief People Officer. The

Board confirmed its strategic direction at its

November 2025 meeting. The Board also

received regular updates on the proposed

Molten East fund, and the Company’s capital

allocation policy throughout the year.

Induction and

development

All new Directors receive a comprehensive

and tailored induction. During FY26, the

Board confirmed that the next externally

facilitated Board evaluation is scheduled

for 2027, in line with the three-year cycle.

The 2025 internal performance evaluation

outcomes were reviewed at the March 2026

Board meeting, with agreed actions including

the formalisation of investment team

engagement sessions and the continuation

of the Board decision review exercise

introduced following the 2024 external

evaluation.

The Company Secretary coordinates the

design and delivery of Board induction

programmes and is responsible for facilitating

ongoing professional development for

Directors. This includes periodic updates on

regulatory and governance developments,

industry trends and internal business changes.

During FY26, the Board received briefings

on: the 2024 UK Corporate Governance Code

requirements; FRC guidance on outcomes-

based workforce engagement reporting;

the Employment Rights Act 2025; cyber

security resilience (including a letter from HM

Government); and the proposed rebrand of

the FRC.

ANNUAL REPORT FY26

Role, composition and evaluation

Roles and responsibilities of the Board

Non-Executive Directors

Chairman

Laurence Hollingworth

The Chairman is responsible for leading the Board and ensuring its overall effectiveness in setting direction and

supervising the Group. In accordance with Provision 9 of the UK Corporate Governance Code (the “Code”), the

Chairman facilitates constructive relationships between Executive and Non-Executive Directors and ensures that

all Directors contribute meaningfully to Board discussions. He sets the Board’s agenda in consultation with the

Chief Executive and Company Secretary and ensures adequate time is allocated to strategic, governance and

performance matters. The Chairman also plays a key role in stakeholder engagement, representing the Board

to shareholders and other key stakeholders, and promoting a culture of openness and accountability across the

organisation.

Senior Independent

Director ("SID")

Sarah Gentleman

The SID provides a sounding board for the Chairman and offers an alternative point of contact for other Directors

and shareholders, particularly where concerns cannot be appropriately addressed through usual channels. In

line with Provision 12 of the Code, the SID leads the evaluation of the Chairman’s performance and is available to

shareholders as required.

Designated Non-Executive

Director (“DNED”) for

Workforce Engagement

Gervaise Slowey

In line with Provision 5 of the Code, the Board has appointed Gervaise Slowey as the DNED. Her role is to ensure

that the voice of the workforce is effectively represented in the boardroom and that employee perspectives are

considered in decision-making processes.

Gervaise facilitates regular engagement with employees – typically five structured sessions per annum with

groups of three to five individuals across functions and seniority, alongside ad hoc one-to-one meetings as

needed. These engagements offer valuable insights into workforce sentiment on issues such as Company

culture, organisational performance, operational effectiveness and areas requiring improvement.

Feedback from these engagements is considered alongside other workforce data points, including employee

engagement surveys, employee turnover, leadership feedback and outcomes from culture-related initiatives.

Through this triangulated view, the DNED communicates workforce concerns and priorities to the Board, assesses the

potential impact of Board decisions on employees, and helps to mitigate any adverse effects. In addition, the DNED

provides oversight of the Executive Directors’ approach to employee engagement, ensuring that concerns are

appropriately addressed and that the culture, values and behaviours desired by the Board are actively reinforced

and embedded across the Group.

Independent Non-

Executive Directors

Grahame Cook

Sarah Gentleman

Lara Naqushbandi

Gervaise Slowey

The Non-Executive Directors bring independent judgement, external experience and oversight to the Board’s

decision-making. They provide challenge and support to the Executive team in shaping and scrutinising strategy,

monitoring performance against key objectives, and upholding high standards of governance and ethical conduct.

Each Non-Executive Director serves on one or more of the Board Committees and contributes to the fulfilment

of the Board’s responsibilities in areas such as audit, risk, remuneration, workforce engagement and succession

planning. Their role is fundamental to the Board’s ability to discharge its duties in line with Principles G and H of the

Code.

Executive Directors

Chief Executive Officer

Ben Wilkinson

The CEO is responsible for the development and execution of the Group’s strategy and investment policy,

which are submitted to the Board for approval. He leads the day-to-day management of the business and is

accountable for implementing the decisions of the Board and its Committees. The CEO maintains close working

relationships with the Chairman, Board, investors and wider stakeholders, and plays a central role in fostering a

culture consistent with the Group’s purpose, values and governance framework.

Chief Financial Officer

Andrew Zimmermann

The CFO provides strategic financial leadership, ensuring alignment between financial planning and the Group’s

long-term objectives. He is responsible for financial reporting, portfolio valuations, treasury and capital structure

management, and oversight of budgeting and forecasting. The CFO also oversees IT operations and the Group’s

marketing, communications and investor relations activities, leads the Group’s investor relations activities,

ensuring the delivery of accurate, timely and transparent financial and performance reporting to shareholders

and the wider market.

Executive Director

Stuart Chapman

Stuart Chapman works closely with the Chief Portfolio Officer, Richard Marsh and contributes to the formulation

and execution of the Group’s investment strategy. He plays an integral role in managing investments, supporting

the investment team, and supporting portfolio value creation. He is an appointed director of several investee

companies, a list of which can be found in his biography on page 85.

MOLTENVENTURES.COM

GOVERNANCE REPORT

Board development

The Board receives updates on key areas of

the business and upcoming legislative or

regulatory changes, through the following:

•

briefings within Board papers;

•

presentations from senior managers on

specific topics;

•

governance and regulatory updates

provided by the Company Secretary,

•

General Counsel, external Auditors and

remuneration consultants; and

•

legal and compliance updates and advice

from internal and external counsel.

Non-Executive Directors are also encouraged

to attend seminars and workshops on

business and regulatory issues offered by

professional services firms and law firms.

Board performance

review

An effective Board is critical to the Company’s

long-term success. The Board is committed

to regular evaluation of its own performance

and that of its Committees and individual

Directors, in accordance with Principle L and

Provision 21 of the UK Corporate Governance

Code (the "Code").

Review methodology

The FY26 Board performance review was

conducted internally, facilitated by the

Company Secretary. The review adopted

a new format comprising an anonymous

questionnaire with five narrative questions,

each requiring a response of 100–150

words, designed to elicit candid, qualitative

feedback on Board and Committee

effectiveness. All eight Directors participated

in the review. The questionnaire was

supplemented by checklists covering

each Committee’s discharge of its terms

of reference, which were reviewed and

approved at the Board and Committee

meetings held on 4 June 2026.

This is the second year of internal facilitation,

following the externally facilitated evaluation

conducted in FY24 by Lintstock. The next

externally facilitated review is scheduled

for FY27, maintaining the three-year cycle

required under Provision 21 of the Code.

The Non-Executive Directors, led by the

Senior Independent Director, appraised

the Chairman’s performance without the

Chairman present.

Progress against prior-year

actions

At its March 2026 meeting the Board

reviewed progress against the actions arising

from the FY24 (Lintstock) and FY25 (internal)

evaluations. A summary is set out below.

Review outcomes and actions

The review confirmed that the Board

and its Committees continue to operate

effectively, with strong engagement, open

and constructive debate, and an appropriate

balance of skills, experience and challenge.

The Board identified the following areas for

continued development, each of which has

been agreed as a specific action for FY27:

•

Strategy day format.

The Board will

retain the working strategy session

format introduced by the Chief Executive

Officer, which was positively received.

Strategic themes, including M&A

opportunities, Group structure and

asset allocation, will feature as standing

or recurring Board agenda items rather

than arising only in response to specific

opportunities or events.

•

Meeting frequency and scheduling.

The Board will maintain a maximum

two-month interval between scheduled

Board meetings. Where the annual

calendar requires a longer gap, a shorter

virtual check-in will be arranged to

ensure continuity of oversight and timely

consideration of emerging matters.

•

Investor engagement programme.

The

Chairman will formalise a programme of

meetings with institutional investors, with

the Senior Independent Director or other

Non-Executive Director participating

on selected occasions. Themes and

feedback from these engagements will

be reported back to the Board on a

regular basis.

•

People and culture.

People, talent and

culture will remain a standing Board

agenda item at least twice per year

and continue to be monitored by the

Sustainability Committee. The Board

will continue to support the workstream

led by the Chief People Officer and will

consider an annual deep-dive session to

review progress against the Company’s

cultural and organisational development

objectives.

•

Employee exposure.

The Board will

schedule at least two "deep dive"

presentations per year from non-Board

employees, and will continue and

expand the informal breakfast and

lunch format with rotating attendees, to

deepen Directors’ understanding of the

business and provide greater visibility of

the talent pipeline.

Progress against these actions will be

monitored by the Company Secretary and

reported to the Nomination Committee and

the Board during FY27.

Action

Origin

Status

Revise corporate calendar to remove long gaps

between meetings

FY24

Complete. Meeting cadence revised; additional shorter meetings

held where required.

Investment team engagement sessions (breakfast/lunch

format with Non-Executive Directors)

FY25

Complete. One breakfast and one dinner held during the year. Board

agreed to formalise the breakfast/lunch format for FY27.

Investment Committee papers shared with the Board

FY25

Complete. Proposals added to the Board portal monthly. Directors

confirmed the materials remain appropriate and useful.

Board decision review exercise

FY24

Ongoing. First review conducted in March 2025. Board confirmed the

exercise remains a useful discipline and will be retained.

ESG strategy appraisal session

FY24

Closed. The Chair of the Sustainability Committee confirmed that

the existing programme of work provides sufficient context and a

separate formal session is not required at this stage.

External performance review scheduling

FY24

On track. Next externally facilitated review confirmed for FY27.

ANNUAL REPORT FY26

Role, composition and evaluation

continued

Chair:

Laurence Hollingworth

Other members:

Grahame Cook

Sarah Gentleman

Lara Naqushbandi

Gervaise Slowey

FY26 Key activities:

•

Managed the orderly transition of Grahame

Cook’s roles as Senior Independent Director

and Chair of the Audit, Risk and Valuations

Committee

•

Reviewed Board and Committee composition,

independence and time commitment

•

Reviewed Executive Director succession

planning and business continuity measures

•

Reviewed and confirmed the terms of

reference of the Nomination Committee

•

Agreed the format of the FY26 Board

performance review

•

Reviewed the Board Diversity and

Inclusion Policy

FY27 Key priorities:

•

Continue to develop Executive Director and

senior management succession planning,

including business continuity measures

•

Monitor progress against recommendations

from the FY25 and FY26 Board performance

reviews

•

Consider whether additional NED recruitment

is required, including any skills gaps identified

in the FY26 Board evaluation

•

Prepare for the retirement of Grahame Cook

Laurence Hollingworth

Chair of the Nomination Committee

On behalf of the Nomination

Committee, I am pleased to

present our report for the year

ended 31 March 2026.

This report sets out how the Committee has discharged its responsibilities during

the year, including our approach to Board composition, succession planning,

diversity and inclusion, and the independence of our Non-Executive Directors.

FY26 has been a year of meaningful governance progress. The Committee

completed the succession arrangements announced in the 2025 Annual Report,

with Sarah Gentleman assuming the role of Senior Independent Director and

Lara Naqushbandi becoming Chair of the Audit, Risk and Valuations Committee.

Both transitions have been managed in an orderly and effective manner, and the

Committee is satisfied with the outcomes.

The Committee has also considered carefully the composition of the Board in the

context of the current macroeconomic and geopolitical environment, and the skills

and experience required to support the Company’s strategy over the medium

term. As explained in further detail below, the Committee has recommended that

Grahame Cook stand for re-election at the 2026 Annual General Meeting for one

further year. Whilst this represents a departure from the position stated in the 2025

Annual Report, the Committee is satisfied that the specific circumstances justify

this limited and final extension, and that Grahame’s continued contribution and

demonstrated independence support this recommendation.

The Committee has continued to oversee the Board’s approach to diversity and

inclusion, and has reviewed and updated the Board Diversity and Inclusion Policy

in line with the FCA Listing Rules. Further details are set out in the Diversity and

Inclusion section of this report.

The Board performance review for FY26 was conducted internally, in accordance

with the requirements of the UK Corporate Governance Code 2024. The review

identified areas of strong performance alongside opportunities for further

development which can be found on page 92.

MOLTENVENTURES.COM

GOVERNANCE REPORT

Nomination Committee Report

Key responsibilities

•

review the structure, size and composition of the Board (including

the skills, knowledge, experience and diversity of Board members)

and make recommendations to the Board with regard to any

changes;

•

lead the process for Board appointments and make

recommendations to the Board on the appointment of new

Directors;

•

keep under review the leadership needs of the organisation,

both executive and non-executive, with a view to ensuring the

continued ability of the organisation to compete effectively in the

marketplace;

•

review succession plans for Directors and senior management,

taking into account the challenges and opportunities facing the

Company and the skills and expertise needed on the Board in the

future;

•

review the time required from Non-Executive Directors and assess

whether they are spending sufficient time to fulfil their duties;

•

review the independence of Non-Executive Directors, including

those who have served for more than nine years;

•

oversee the Board’s approach to diversity and inclusion, including

reviewing and updating the Board Diversity and Inclusion

Policy; and

•

oversee the Board performance evaluation process and consider

its outcomes.

The Committee’s terms of reference were reviewed and updated

during the year to reflect current best practice and the requirements

of the UK Corporate Governance Code 2024. The revised terms of

reference were approved by the Board on 17 November 2025. The

terms of reference are available on the Company’s website at

www.moltenventures.com.

Board composition and diversity

The independence, tenure, and gender diversity of the current Board

is summarised in the charts on page 82 and ethnicity data is included

on page 96. Diversity and inclusion statistics for the Board and total

workforce can be found in the separate Sustainability Report that will

be released on 16 June 2026.

Independence

The Nomination Committee assesses the independence of the

Non-Executive Directors against the criteria set out in the Code. This

highlights that to be classed as independent, non-executive directors

should be independent in character and judgement and free from

any relationships or circumstances which may affect that judgement.

The Nomination Committee assesses independence annually prior to

recommending the election/re-election of the Directors.

However, the Nomination Committee also revisits its assessment

as and when there are any changes in circumstances and prior to

recommending any reappointments for a further term to the Board.

During its annual assessment, the Nomination Committee satisfied itself

that there had not been any changes in circumstances which would

impact on the previous assessment that all Non-Executive Directors

were independent.

The Committee conducted its annual review of independence during

the year, taking into account the criteria set out in the UK Corporate

Governance Code 2024. As part of this review, the Committee gave

particular consideration to the independence of Grahame Cook,

whose tenure now exceeds ten years. The outcome of that review is

described below.

Grahame Cook: Further Extension of

Director Tenure

Context and Previous Disclosure

In the 2025 Annual Report, the Committee explained that Grahame

Cook would serve one further year beyond his original tenure to

support an orderly transition: specifically, to facilitate the handover

of the Senior Independent Director role to Sarah Gentleman and

the Chair of the Audit, Risk and Valuations Committee role to Lara

Naqushbandi.

That succession plan has now been successfully completed. Sarah has

assumed the Senior Independent Director role and Lara has taken on

the Chair of the ARVC. Both individuals are performing their respective

roles with considerable effectiveness, and the Board is satisfied that

the transition has been managed in an orderly and thorough manner.

Rationale for a Further One-Year Extension

Notwithstanding the completion of the succession plan, the

Nomination Committee has carefully and thoroughly considered

whether there is a compelling case to retain Grahame Cook as a

Non-Executive Director for one additional year beyond the period

previously disclosed. The Committee is satisfied that such a case exists,

for the following reasons:

•

Depth of specialist knowledge. Grahame brings deep expertise

in growth and early-stage companies, particularly across the

technology and healthcare sectors — experience that is directly

relevant to Molten Ventures’ portfolio and investment strategy.

•

Board composition and balance. The Committee considered

the Board’s current composition, average tenure profile and

the importance of maintaining complementary skills and sector

coverage during a period of ongoing portfolio activity.

•

Macroeconomic and geopolitical context. The more volatile

geopolitical and macroeconomic environment, and its particular

implications for capital markets and venture-backed businesses,

makes Grahame’s experience through multiple market cycles

especially valuable at this time.

•

Continued independent judgement. The Committee is satisfied

that Grahame continues to demonstrate independent thought and

objective challenge in Board discussions.

Independence Assessment

Given that Grahame Cook’s tenure now exceeds ten years, the

Nomination Committee has conducted an exceptionally thorough

review of his continued independence, in accordance with the

provisions of the UK Corporate Governance Code 2024. That review

included:

•

a detailed assessment of Board evaluation feedback, which

identified specific and evidenced examples of independent

challenge and constructive scrutiny of management proposals;

•

a review of his voting record and positions taken in Board

discussions;

•

individual discussions with Board members regarding his

continued effectiveness and objectivity;

•

confirmation that there are no relationships or circumstances

that could affect, or appear to affect, his independence of

judgement; and

•

a review of his external commitments and confirmation that no

conflicts of interest exist.

ANNUAL REPORT FY26

Nomination Committee Report

continued

The Committee unanimously concluded that Grahame Cook continues

to demonstrate independence in both thought and action, provides

constructive challenge to management and the Board, and maintains

the objectivity required of a Non-Executive Director. The Committee

is satisfied that his independence is not compromised by his extended

tenure.

The Nomination Committee recognises the importance of continued

Board refreshment and is actively progressing succession planning to

ensure the Board retains the breadth of skills, experience and diversity

required to support the Company’s strategy over the medium term.

Succession planning

Executive Director Succession

The Committee oversees succession planning for Executive Directors

and senior management, working closely with the Chief Executive

Officer. During the year, the Committee reviewed the succession

arrangements for the Chief Executive Officer and Chief Financial

Officer roles. The Committee is satisfied that appropriate emergency

succession arrangements are in place for Executive Director roles, and

that medium and longer-term succession planning is progressing in

line with the Board’s requirements.

Non-Executive Director Succession

During the year, the Committee completed the Non-Executive

Director succession arrangements announced in the 2025 Annual

Report. Sarah Gentleman assumed the role of Senior Independent

Director, succeeding Grahame Cook, and Lara Naqushbandi became

Chair of the Audit, Risk and Valuations Committee, also succeeding

Grahame Cook in that role.

Both transitions have been managed in an orderly and effective

manner. The Committee is satisfied that Sarah Gentleman and Lara

Naqushbandi are performing their respective roles with considerable

effectiveness.

The Committee continues to plan for the medium and longer-term

renewal of the Board, with a focus on ensuring that the Board retains

the breadth of skills, experience and diversity required to support the

Company’s strategy.

Business Continuity

The Committee considered business continuity and transition

safeguards as part of its succession planning review. The Committee

is satisfied that appropriate arrangements are in place to ensure

continuity of leadership and governance in the event of an unplanned

vacancy on the Board.

Time Commitment

The Committee reviewed the time commitment required from Non-

Executive Directors during the year, using the outcomes of the Board

performance evaluation to assess whether Non-Executive Directors

were spending sufficient time to fulfil their duties.

The Committee is satisfied that all Non-Executive Directors are

devoting sufficient time to their roles. Each Non-Executive Director’s

letter of appointment sets out the expected time commitment,

which is reviewed annually. Non-Executive Directors are required to

seek the approval of the Board before accepting additional external

appointments that might affect the time available for their duties as a

Director of the Company.

The Committee reviewed the external commitments of all Non-

Executive Directors during the year and is satisfied that no Director has

commitments that conflict with, or materially detract from, their duties

to the Company.

MOLTENVENTURES.COM

GOVERNANCE REPORT

Board Diversity and Inclusion Policy

The Board Diversity & Inclusion Policy confirms the Company’s commitment to providing an inclusive and diverse environment throughout the

business and sets out the Company’s approach to diversity and inclusion on the Board and senior management team. The policy also reflects the

Company’s wider Diversity & Inclusion Policy and aims to ensure the development of a diverse and inclusive talent pool for the purposes of Board

succession planning. The objectives and targets set out in the policy, and progress/performance against them during the year, are set out in the

table below:

Objective/target

Progress/activity in FY2026

Appointments to the Board to be made on merit, and assessed

objectively, fairly and impartially on the basis of relevant skills,

experience and competence with due regard to the benefits of

diversity and any diversity gaps across the Board.

No update.

Conduct annual reviews of Board composition and effectiveness,

both to include consideration of all aspects of diversity and

inclusion, as well as broader consideration of skills, experience,

independence, and knowledge to ensure continued effectiveness.

Board and Committee composition reviewed in January 2026, with no

changes recommended given recent Board appointments.

The Board performance review is described in more detail on page 92.

Work with external search firms to develop a diverse internal talent

pipeline, including an inclusive senior management team.

A DEI Recruitment Policy is provided to external recruiters used by the

Company to promote the increase of a diverse base of talent within

the Group.

When identifying and engaging executive search firms to identify

candidates for appointment to the Board, ensure that they agree

to comply with the Board Diversity Policy at all times.

Any search firms engaged are asked to agree to comply with the Board

Diversity Policy and Company DEI Recruitment Policy.

At least 40% of the Board should be women.

Female representation on the Board is 37.5%.

At least one Board member should be from a minority ethnic

background (excluding white ethnic groups).

Target met.

The following tables set out the information a listed company must include in its annual financial report under Listing Rule 6.6.6R(10). The data was

collected through the completion of a questionnaire.

Number

of Board

members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

Executive

management

Percentage

of Executive

management

Men

62.5%

100%

Women

37.5%

Number

of Board

members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

Executive

management

Percentage

of Executive

management

White British or other White (including minority-white groups)

87.5%

100%

Mixed/Multiple Ethnic Groups

–

Asian/Asian British

12.5%

–

Black/African/Caribbean/Black British

–

Other ethnic group, including Arab

–

Not specified/ prefer not to say

–

Laurence Hollingworth

Chair of the Nomination Committee

9 June 2026

ANNUAL REPORT FY26

Nomination Committee Report

continued

Gervaise Slowey

Chair of the Sustainability Committee

I am pleased to present the

Sustainability Committee Report for

the year ended 31 March 2026.

Introduction

The past 12 months have seen significant

shifts in the sustainability landscape, with

withdrawals on a number of sustainability

initiatives in the US and reduced focus on

sustainability reporting and due diligence

requirements in Europe following the EU’s

Omnibus package. Against this backdrop,

Molten Ventures remains committed to

its role as a responsible investor, using its

position within the venture capital sector

to drive value preservation and creation

through sustainable business practices across

environmental, social and governance factors.

In FY26, having made good progress on our

material environmental commitments and

objectives, Molten Ventures turned its focus

to social and governance-related impact

across its operations and portfolio. This

reflects a growing maturity in our approach

to sustainability and its continued integration

across our business strategy and operations.

Please note that our Sustainability Report

to be released on 16 June 2026 will contain

further details about the sustainability

activities undertaken at Molten Ventures

during FY26

Committee

responsibilities

The Sustainability Committee is responsible

for overseeing the integration of sustainable

and responsible investment practices into

the Group’s decision-making and reporting

processes. This includes monitoring delivery

against the Group’s sustainability roadmap,

overseeing the design, implementation

and progress of Sustainability KPIs linked to

Executive Director remuneration, reviewing

sustainability disclosures including TCFD and

SECR reporting, monitoring climate-related risks

and opportunities and recommending strategic

actions, and providing input into sustainability

engagement with portfolio companies,

suppliers, employees and investors.

Chair:

Gervaise Slowey

Other members:

Lara Naqushbandi

Ben Wilkinson

FY26 key activities:

•

Oversight of delivery of the next

phase of Molten’s people and

culture roadmap

•

Robust quarterly assessment

of progress against the FY26

Sustainability KPIs

•

Fourth year of sustainability

reporting against the PRI (4 Stars

across all assessed areas), CDP

(Scored B in Climate Change

module) and Investing in

Women Code

•

Completed peer market

benchmarking exercise on public

sustainability commitments and

reporting

FY27 key priorities:

•

Oversight and continued support

to the delivery of the FY27

Sustainability KPIs

•

Periodic engagement with

internal and external stakeholders

connected to shifting stakeholder

expectations around sustainability

•

Focus on delivery of governance-

oriented objectives across the

team and portfolio

MOLTENVENTURES.COM

GOVERNANCE REPORT

Sustainability Committee Report

Sustainability Committee Report

continued

FY26 Sustainability KPIs and Activities

During FY26, Molten Ventures set ambitious Sustainability KPIs

designed to further integrate sustainability within its operations and

investments. Achievement of these KPIs represented 7.5% of the

firm-wide bonuses paid for FY26 (including to executive directors)

and given that the controllable nature of these KPIs, I am pleased to

confirm that Molten Ventures has achieved 100% against these.

The FY26 KPIs (detailed on page 59) relate to internal operations,

portfolio management, and people and culture and were designed to:

•

incentivise further integration of environmental and social impact

analysis across new deals;

•

track and

monitor

the diversity of founders of businesses in our

pipeline;

•

mandate sustainability-linked opportunity and risk assessments for

certain portfolio companies considered to be material investments

(defined as In-Scope Companies); and

•

progress our People and Culture Roadmap.

These KPIs have enabled Molten Ventures to identify positive

environmental and social impacts of its material investments,

understand barriers for minority founders accessing venture capital,

better position sustainability as a risk management and opportunity

driver for portfolio companies, and progress our People and Culture

Roadmap.

In June 2025, Chantal Cantle was hired as Chief People Officer.

Under her supervision, the Company’s People and Culture

Roadmap has achieved several milestones (see page 87), including

the development and rollout of Molten Ventures’ values from the

ground up, the creation and deployment of new Learning and

Development Frameworks, and a codified progression matrix for the

Investment Team.

FY27 Sustainability KPIs

Looking ahead, Molten Ventures’ FY27 Sustainability KPIs build on the

progress made in FY26, with a continued focus on governance and

accountability. Our KPIs will seek to:

•

improve the accuracy & reliability of Scope 3 reporting through

broader primary data collection from material suppliers;

•

support post-investment governance through Value Creation Plans

with clearer action-tracking;

•

conduct governance risk assessments across the portfolio on a

consistent cycle; and

•

strengthen budget discipline across the portfolio.

Together, these KPIs reflect Molten Ventures’ view that good

governance is a core driver of long-term value creation. Please see

page 60 for further information.

Climate Strategy and Sustainability-

Related Investments

In addition to its KPIs, Molten Ventures has continued to build on its

climate investment strategy. At Molten Ventures, we recognise that

accounting for our GHG emissions is an important part of our role

as an investor to accelerate the transition to a low carbon economy.

However, we are conscious of the limitations of applying recognised

climate target setting frameworks to the venture capital asset class and

have highlighted this in previous years’ disclosures.

During FY26 investments have been made into a number of

companies whose impact is directly correlated to sustainability themes

or practices including an investment into General Index, which is

a commodities benchmarking platform allowing for better pricing

resources linked to the energy transition, and a follow-on investment

into Modo Energy, which provides data-driven benchmarks,

forecasts and valuation tools for electrification assets to asset owners,

investors and financial institutions, and progression of our healthcare

strategy through investments into Deciphex and Polymodels, two

businesses leveraging AI to tackle systemic issues in healthcare and

pharmaceuticals access respectively.

As in previous years, Molten Ventures gathered sustainability-related

data and metrics from portfolio companies through its Sustainability

Framework. This Framework, developed in partnership with Reframe

Ventures (formerly ESG_VC and Venture ESG), has enabled meaningful

engagement with Molten Ventures’ most material portfolio companies

by tracking their sustainability journey from acquisition to exit and

leveraging sustainability-linked value creation opportunities. 85.7% of

our portfolio companies participated in the data collection.

TCFD

Our approach to identifying and managing climate-related risks

and realising climate-related opportunities is guided by the

recommendations of the TCFD, which helps us to assess and mitigate

the growing impact of climate change on the company and our

portfolio. Climate change continues to be considered as one of the

company’s principal business risks and is integrated into our existing

risk management process (see page 77).

Given the early stage of growth of our portfolio companies and

the lack of material changes to our internal business operations and

strategy, we have determined to update our climate scenario-analysis

once every two years (biannually) and we expect our next scenario-

analysis refresh to occur in FY27. We confirm that there are no material

updates during FY26 to our climate risk analysis performed in FY25

SECR and carbon footprint

Molten Ventures has maintained its commitment to transparent energy

and emissions reporting, completing its sixth year of SECR compliance.

Highlights for the year include the continued use of 100% renewable

electricity at the London office and Scope 3 data collection from

both portfolio companies and suppliers improving the robustness of

financed emissions measurement and those relating to our purchased

goods and services. We also attained independent third-party

verification of the data for the third year in respect of the methods

used in calculating our Scope 1, 2 and 3 (Category 15) GHG emissions.

Please see our Sustainability Report, to be released on 16 June 2026

for further details.

Outlook

FY26 was a year in which Molten Ventures demonstrated its continued

commitment to sustainability by achieving its Sustainability KPIs and

further considering how and where it can make the most impact

across its investments, portfolio and operations. We expect FY27 to see

continued evolution of the strong progress achieved in previous years,

as well as focusing on areas within sustainability where we believe

Molten Ventures can make the greatest impact.

Our Sustainability Report will be released on 16 June 2026 containing

further details about the sustainability agenda at Molten Ventures.

I welcome any input or feedback on the work of the Sustainability

Committee from our shareholders, and can be contacted by email:

sustainability@molten.vc

Gervaise Slowey

Chair of the Sustainability Committee

9 June 2026

ANNUAL REPORT FY26

Chair:

Lara Naqushbandi (after succeeding Grahame Cook on

8 July 2025)

Other members:

Grahame Cook

Sarah Gentleman

Gervaise Slowey

FY26 Key activities:

•

Chair transition — Lara Naqushbandi succeeded Grahame

Cook as Chair at the 2025 AGM

•

Oversight of the FRC Code Provision 29 internal controls

framework development

•

Review and approval of interim and year-end financial

statements

•

In-depth challenge of valuation policy application and

supporting methodologies

•

Approved updated Group Valuation Policy (aligned to

revised IPEV guidelines)

•

Review and response to the FCA’s Private Market Valuations

Review feedback letter

•

Evaluation of external auditor effectiveness and

independence

•

Approval of FY26 audit fee arrangements

FY27 Key priorities:

•

Finalisation and Board attestation under FRC Code

Provision 29

•

Continued development of the material internal controls

framework

•

Audit tender planning in line with the CMA Order (tender

required by FY28)

•

Monitoring of BEIS and FRC audit reform developments

•

Continued oversight of valuation governance in response to

evolving IPEV guidelines

Lara Naqushbandi

Chair of the Audit, Risk

and Valuations Committee

I am pleased to present the

Audit, Risk and Valuations

Committee Report for the

year ended 31 March 2026,

my first as Chair of the

Committee.

I succeeded Grahame Cook at the Company’s Annual General Meeting

on 8 July 2025, following a planned and orderly transition. I would like

to record my thanks to Grahame for his leadership of the Committee

over many years and for his continued contribution as a member

throughout FY26.

The year has been one of meaningful progress. The Committee has

continued to discharge its core responsibilities with rigour, providing

robust challenge to management’s valuation judgements, overseeing

the integrity of the financial reporting process, and maintaining

effective oversight of risk management and internal controls. At the

same time, the Committee has taken significant preparatory steps in

response to the 2024 UK Corporate Governance Code, particularly

in relation to Provision 29 and the new internal controls reporting

requirements that will first apply to the Company for accounting

periods beginning 1 April 2026.

The sections that follow set out the Committee’s principal activities

during the year.

Committee responsibilities and

composition

The Committee comprises four independent Non-Executive Directors.

All members are considered by the Board to be independent in

character and judgement. The Board is satisfied that the Committee as

a whole has competence relevant to the sector in which the Company

MOLTENVENTURES.COM

GOVERNANCE REPORT

Audit, Risk and Valuations Committee Report

operates, and that at least one member has recent and relevant

financial experience. Details of the qualifications and experience of

each member are set out in the Board of Directors section on pages

84 and 85.

The Committee met five times during the year. Attendance at each

meeting is set out in the Corporate Governance Statement on page

83. PwC attended all meetings at which audit matters were discussed.

The Chief Financial Officer, General Counsel and Finance Director,

and Company Secretary attended all meetings in their respective

capacities. The Committee also met with PwC without management

present at the June 2025 meeting.

The Chair transition took effect at the AGM on 8 July 2025. Grahame

Cook remained an active member of the Committee throughout

FY26, participating in all meetings and contributing to discussions

on valuations, audit oversight, and the Provision 29 framework. The

Committee is satisfied that the transition has been completed in an

orderly manner and that the Committee’s effectiveness has been

maintained throughout.

Financial reporting and valuations

The Committee is responsible for ensuring that the financial statements

provide a fair, balanced and understandable assessment of the

Group’s financial performance, position and prospects. During the

year, we reviewed the interim financial statements and recommended

the approval of the full-year results, considering key accounting

estimates and judgements, and the appropriateness of the Group’s

accounting policies. Valuation of unlisted investments continues to be

a core area of focus. In line with the International Private Equity and

Venture Capital Valuation Guidelines (IPEV), the Committee reviewed

and robustly challenged management’s valuation methodologies and

assumptions. Multiple meetings were dedicated to these reviews,

ensuring that valuations reflected market conditions, performance

metrics and risk considerations. The Committee was satisfied that the

methodologies applied were appropriate and that the resulting fair

values were reasonable.

Key valuation judgements

The Committee gave particular attention to the impact of market

conditions on portfolio valuations during the year and is satisfied that

the valuations presented in the financial statements reflect fair value in

accordance with IFRS 13 and the IPEV Guidelines.

The Committee noted the updated IPEV Valuation Guidelines

(December 2025), with early adoption encouraged ahead of the

1 April 2026 effective date. The principal enhancements relate to

additional guidance on the valuation of early-stage investments with

complex capital structures, clarifying that where a longer holding

period is expected prior to exit, the Current Value Method ("CVM")

alone may not reflect a Market Participant’s perspective, and that

scenario-based methods, the Option Pricing Method ("OPM"), or a

hybrid approach warrant consideration alongside CVM. The guidelines

do not prescribe any specific method; OPM and scenario-based

approaches have always formed part of the available methodology.

The Committee was informed that no material change to reported

valuations was anticipated, as these approaches had already been

applied in practice. The updated Group Valuation Policy, aligned to

the revised IPEV Guidelines, was approved by the Committee at its

April 2026 meeting.

FCA Private Market Valuations Review

In September 2025, the Company received a letter from the Financial

Conduct Authority (“FCA”) concluding its engagement with the

Company as part of the Multi Firm Private Market Valuations Review.

The letter thanked the Company for its contribution and confirmed

that no further queries or recommendations. The Committee reviewed

the Company’s response to the FCA’s feedback. The most substantive

recommendation - the introduction to the Group Valuation Policy of

a formal revaluation process for ad hoc events outside of periodic

financial reporting cycles - had been incorporated into the revised

Group Valuation Policy approved at the June 2025 meeting. The

Committee is satisfied that the Company’s valuation governance has

been enhanced in response to the FCA’s feedback and that the key

themes of the review, particularly in relation to conflict management

and valuation responsiveness, have been appropriately addressed.

Going concern and viability

The Committee assessed the Group’s going concern status and

longer-term viability in the context of financial forecasts and stress

testing scenarios. The going concern analysis modelled both a base

case and a ‘severe but plausible’ downside scenario, incorporating the

levers available to the Company including the revolving credit facility,

operational expenditure management, and acceleration of asset

realisations.

The Committee noted the availability of the £60 million revolving

credit facility as a potential bridge to realisations and the strong cash

position following the post-year end Revolut secondary transaction

which generated proceeds of approximately £63 million. The

Committee concluded that it was appropriate to prepare the financial

statements on a going concern basis.

The longer-term viability statement covers a three-year period,

reflecting the Company’s debt repayment profile and investment

planning horizon. The Committee reviewed the scenarios modelled,

including concentration risk, valuations risk and realisations risk, and

was satisfied that the viability statement, which can be found on

page 79, was appropriate.

Risk Management and Internal Control

Framework

The Committee reviewed the Group’s risk management and

internal control systems, which are designed to manage rather than

eliminate risk and to support the achievement of strategic objectives.

Responsibility for implementing and maintaining these controls lies

with management; the Committee’s role is one of oversight. Further

detail on the Company’s approach to risk management, including

the risk framework and mitigation strategies, is set out in the Risk

Management section of the Strategic Report on pages 65 to 67.

The Committee periodically reviewed the consolidated corporate risk

Officer with input from senior management. Each risk is scored on a

likelihood and impact basis, with controls assessed for effectiveness.

The Committee pays particular attention to principal risks and

uncertainties and emerging risks, reviewing mitigation strategies

against the Board-approved risk appetite. During the year, the

Committee noted the shifting macroeconomic backdrop, including

US tariff disruption, continued geopolitical tensions, elevated inflation,

and the SaaS sell-off in the second half of the year, and considered the

implications for the Company’s principal risks.

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ANNUAL REPORT FY26

Audit, Risk and Valuations Committee Report

continued

The Group’s internal control systems are structured around

documented delegation of authority, investment policies, legal and

compliance protocols and financial controls, supplemented by policies

communicated throughout the Group and by regular management

reporting. The Group has maintained a comprehensive Financial

Position and Prospects Procedures ("FPPP") memorandum since its

move to the Main Market in 2021. This operated as a live document

that evolved to capture the Company’s internal control framework,

documenting key processes, controls and reporting lines relevant

to the preparation of financial statements and management of the

business. The ARV Committee last reviewed the FPPP memorandum

at its June 2025 meeting. This framework has now been succeeded

by the Company’s work on compliance with Provision 29 of the

2024 Code (effective for financial years beginning on or after

1 January 2026), through which the Committee has overseen a

comprehensive mapping of the Company’s material controls as

described below.

FRC Code Provision 29 — Internal

controls

A key area of focus during FY26 has been the Committee’s work in

preparing for the new internal controls reporting requirements under

Provision 29 of the 2024 UK Corporate Governance Code (“Provision

29”), which requires Boards to make a declaration on the effectiveness

of their material internal controls. Provision 29 will first apply to the

Company for accounting periods beginning 1 April 2026, meaning the

first required disclosure will appear in the FY27 Annual Report.

Building on the Company’s already robust internal controls framework,

the Committee has overseen significant work during FY26 to enhance

and formalise the reporting infrastructure required under Provision 29.

This included a comprehensive controls mapping exercise covering

over 40 controls across multiple business areas, aligned to the

Company’s principal risks, which served to document and articulate

the strength of controls already embedded across the business. This

work was led by the Company Secretary, Finance team and legal and

compliance teams, with oversight from the Committee at each of its

meetings during the year. Post year end the Policies & Procedures

Committee’s terms of reference were approved with delegated

responsibilities from the Board and other group management

Boards to implement the day-to-day running and assessment of the

effectiveness of the material controls to assist the Directors in making

the required attestation next year.

The Committee noted the FRC’s revised guidance on Provision

29, published during the year, which informed discussion of the

previously anticipated scope and prescriptiveness of the reporting

obligation. The revised position confirms that companies are required

to provide assurance on material controls; that specific disclosure of

a commercially sensitive control failure is not required; and that the

overall direction of travel is towards a more flexible, proportionate

and principles-based approach. The regime continues to operate on a

comply-or-explain basis.

The Committee confirmed that no member had any concern that

the Company’s internal control environment was inadequate or

that control failures were going unidentified or unaddressed. The

Committee endorsed a pragmatic approach for FY26: to continue

developing and documenting the internal controls framework, to

monitor how disclosure expectations develop in practice among first-

wave reporters (those with calendar year-end accounting periods),

and to finalise the Provision 29 reporting approach in time for the FY27

Annual Report.

Cyber security

The Committee received a detailed presentation on the key cyber risks

to which the Company is exposed and the mitigating controls in place,

including the IT framework and service providers employed, third-

party system assessments, and the roadmap for future development.

The Committee noted the recent increase in high-profile cyber-attacks

at large UK corporates and was satisfied that the Company’s cyber

security strategy was appropriate for the business and would continue

to evolve in response to emerging best practice and the shifting cyber

security environment.

Internal audit considerations

The Committee considered whether a dedicated internal audit

function would provide additional assurance over the efficacy of

the Group’s internal control environment. Given the Company’s size

and operational structure, and the existing assurance mechanisms in

place, including external compliance consultants, regular Committee

oversight, and internal compliance functions, the Committee

concluded that a dedicated internal audit function is not currently

required. This decision will be kept under review, particularly in the

context of the evolving Provision 29 framework.

External audit oversight

The Committee is responsible for safeguarding auditor independence

and overseeing audit quality. During the year, the Committee:

•

Agreed the scope and terms of the FY26 audit;

•

Reviewed the external audit plan, including PwC’s evolving use

of artificial intelligence and automation tools to enhance audit

efficiency and quality;

•

Reviewed and approved the FY26 audit fee arrangements

following substantive negotiations with PwC;

•

Met with the audit team, with and without management present;

•

Evaluated PwC’s effectiveness based on structured feedback from

management and the finance team; and

•

Assessed PwC’s independence with reference to non-audit

services provided.

Audit fees

The Committee reviewed and agreed the auditor’s fees for FY26,

satisfying itself that the level of fees was appropriate to enable an audit

of sufficient quality to be delivered. In assessing the fee proposal, the

Committee considered the scope of the audit, the level of fee relative

to the prior year, and the need to ensure that auditor independence

and objectivity were not compromised. A detailed breakdown of the

Auditor’s remuneration is set out in Note 10 on page 159.

Audit effectiveness review

The Committee undertook a formal evaluation of the external audit

process, drawing on structured feedback from the Molten Ventures

finance team, meetings with PwC without management present,

the Chair’s meetings with the lead audit partner, and the FRC’s audit

quality report on PwC. The Committee confirmed that PwC continued

to provide effective audit and the Committee remains satisfied with

the quality of the audit process and maintains ongoing dialogue with

the auditor on audit scope, approach and fees.

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101

GOVERNANCE REPORT

Auditor independence and non-audit

services

The Committee has adopted a policy for engaging the external

Auditors for non-audit services. All non-audit engagements require

pre-approval and are evaluated on the basis of: whether the service

could impair the Auditors’ independence or objectivity; whether the

external Auditors are the most appropriate provider; the fee level

relative to the statutory audit fee; and cumulative exposure to non-

audit services over time.

In FY26, PwC provided limited permitted non-audit services, including

an interim review of the half-year report. The Committee reviewed

compliance with the Non-Audit Services Policy and confirmed that all

non-audit work provided by PwC remained within the required 70/30

ratio, that the pre-approval process was operating effectively, and

that no concerns or objections had been identified. During the year,

PwC identified an inadvertent breach of paragraph 5.40 of the FRC

Ethical Standard, relating to the provision of tax compliance services

to Connect Ventures One LP, an investment of the Group, for fees

of £23,615. Pre-approval was not sought for this service and upon

indentification, PwC immediately ceased providing those prohibited

services. Having considered PwC’s assessment of the breach, including

the nature, scope and value of the service and the remedial action

taken, the Committee is satisfied that the breach did not adversely

affect PwC’s objectivity or independence in connection with the audit,

and has concurred with PwC’s conclusion that its integrity, objectivity

and independence is not compromised.

Reappointment and audit tendering

PwC was first appointed in 2018 following a formal tender process.

The audit for the year ended 31 March 2026 was led by Robert

Hawkins, who succeeded Jeremy Jensen as lead audit partner during

the year following rotation. The Committee remains satisfied that PwC

continues to deliver a high-quality audit service and demonstrates

independence, professional scepticism and sector knowledge, and

recommends PwC’s reappointment at the 2026 AGM.

The Company confirms compliance with the Competition and Markets

Authority’s Statutory Audit Services for Large Companies Market

Investigation (Mandatory Use of Competitive Tender Processes and

Audit Committee Responsibilities) Order 2014 (the "CMA Order").

As a competitive tender has not been conducted within the last five

consecutive financial years, the Committee confirms that it intends to

undertake a competitive tender process no later than FY28, in line with

the CMA Order’s mandatory 10-year tender requirement. There are

no contractual restrictions limiting the Company’s choice of external

auditors.

Fair, balanced and understandable

assessment

The Committee reviewed the FY26 Annual Report and Financial

Statements to determine whether they meet the Code’s requirement

to be fair, balanced and understandable and provide the information

necessary for shareholders to assess the Company’s performance,

business model and strategy. The Committee was unanimous in

recommending to the Board that the FY26 Annual Report meets this

requirement.

Conclusion

The Committee has discharged its duties diligently during the year.

The Chair transition has been completed in an orderly manner, the

Provision 29 framework is on track for the FY27 reporting cycle, and

the Committee is satisfied that audit quality, valuation integrity, risk

oversight and internal controls remain robust and effective.

Lara Naqushbandi

Chair of the Audit, Risk and Valuations Committee

9 June 2026

102

ANNUAL REPORT FY26

Audit, Risk and Valuations Committee Report

continued

Chair:

Sarah Gentleman

Other members:

Laurence Hollingworth

Grahame Cook

Lara Naqushbandi

Gervaise Slowey

FY26 Key activities

•

Monitored the effectiveness of the Company’s

remuneration framework

, ensuring it remained aligned

with strategy, performance delivery and evolving

governance expectations.

•

Reviewed FY26 annual bonus outcomes and the operation

of corporate KPIs

, applying judgement where appropriate

to ensure incentives supported long-term value creation

(including maintaining a focus on investment quality).

•

Led extensive shareholder engagement on the proposed

new Directors’ Remuneration Policy

, listening to feedback

and refining the proposed approach to strengthen

alignment with shareholder expectations.

FY27 Key priorities

•

Implement the refreshed Directors’ Remuneration Policy

(subject to shareholder approval)

and clearly communicate

how it supports the Company’s strategic priorities and long-

term value creation.

•

Ensure executive pay outcomes remain strongly aligned to

Company performance and the shareholder experience,

while supporting attraction, retention and motivation of key

talent.

•

Continue proactive engagement with shareholders and

proxy advisers,

including transparent disclosure of incentive

design, performance measures and the Committee’s use of

discretion.

Sarah Gentleman

Chair of the

Remuneration Committee

On behalf of the

Remuneration Committee,

I am pleased to present the

Directors’ Remuneration

Report for the year ended

31 March 2026.

Business

Performance in

FY26

•

NAV per share increased

13% to 760p and Gross

Portfolio Value increased

13% to £1,525m

•

£120m of realisations

generated at an average 3x

multiple on invested capital

•

The share price increased

from 256.50p to 457.80p

between 31 March 2025

and 31 March 2026, a rise of

201.30p (78.5%)

•

Returned £38 million to

shareholders through the

share buyback programme,

a NAV per share accretive

use of capital that

contributed 21p to the total

89p NAV per share uplift

Remuneration

Policy Review

The current Policy was last

approved at the 2025 AGM, in

line with the normal triennial

cycle, with 98% of votes cast in

favour. This Policy was largely

rolled forward without any

material amendments due to

the launch of the new strategy,

to allow the Committee to

undertake a thorough review

of Molten’s remuneration

framework during FY26.

Following a thorough review of

the Policy and consultation with

our largest shareholders, I am

pleased to present our proposed

new Directors’ Remuneration

Policy (the “Policy”), which will be

subject to a binding shareholder

vote at the 2026 Annual General

Meeting.

MOLTENVENTURES.COM

103

GOVERNANCE REPORT

Directors’ Remuneration Report

Context for the review

Following the appointment of a new CEO and CFO in October 2024,

the CEO has led a comprehensive review of our strategy to ensure

that Molten’s capital, team and operations are fully aligned with the

most compelling value creation opportunities in the market. We are

making strong progress against our strategic priorities and are already

delivering value for our shareholders, the key highlights of which are

set out above.

Over the past year, the Committee has undertaken a more

fundamental review of our remuneration arrangements to ensure that

they remain fit for purpose, allow us to attract and retain talent and

deliver value to our shareholders and, support the delivery of the

refreshed strategy.

In undertaking this review, the Committee has focused on the

following reward principles:

•

The incentive structure should reward the delivery of the Group’s

strategic priorities, long-term sustainable decision making and

value creation in a cyclical market where performance is measured

over the longer-term.

•

The incentive structure should reward strong market

outperformance and create alignment between Executive

Directors and the shareholder experience.

•

The total reward package should be competitively positioned

against peers, recognising that the vast majority of our direct

peers are private companies and operate different remuneration

arrangements to those typically seen in the UK-listed environment.

•

The total reward package should be sufficiently weighted towards

long-term value creation.

•

That the overall quantum and opportunity of the package should

be appropriately positioned compared to market for a business

of the size and complexity of Molten. When reflecting on market

data, the Committee determined that the overall package was well

positioned and therefore the new structure should not seek to

achieve an unjustified increase in reward opportunity.

Reflecting on the key principles set out above and following

its detailed review of the current remuneration framework, the

Committee considers that this plan is no longer fit for purpose to

appropriately reward and incentivise our Executive Directors. This is for

several reasons, including:

•

The performance share plan (‘PSP’) structure does not

appropriately align with the longer-term nature of our business

cycle. Molten occupies a unique position as one of a very small

number of UK-listed alternative asset managers. We operate in

an industry where investments are inherently long-term in nature

and where performance is measured over cycles that extend well

beyond a conventional three-year period. This is reflected in the

remuneration structures adopted by the majority of our peers,

most of whom are unlisted, where reward is typically linked to the

performance of underlying assets over the longer term, rather

than to three year cycles as is the case with the majority of our FTSE

350 peers.

•

As a result, it has been challenging to set robust and stretching

targets for the performance metrics. Outcomes can be “boom

or bust” and they are often impacted by macroeconomic and

external factors outside management control, rather than

underlying business performance.

•

The three-year PSP cycle has not adequately captured the longer

investment horizons inherent in venture capital or our underlying

business performance, which has proven resilient, and Executive

Directors are therefore not rewarded for this performance.

In light of the challenges set out above, the Committee concluded that

the current structure should be replaced by an alternative structure

that supports the delivery of long-term sustainable value and that

maintains alignment between Executive Directors and the shareholder

experience.

Proposed changes to the Policy

The principal change under the proposed Directors’ Remuneration

Policy is the replacement of the current PSP with a restricted share

plan (‘RSP’) award with an outperformance element. The Committee

considers that this structure best supports the delivery of sustainable,

long-term decision making which is aligned with Molten’s business

cycle (via the core RSP award), whilst also incentivising Executive

Directors to deliver strong market outperformance (via the

outperformance element).

The rationale for replacing the PSP with the RSP with an

outperformance element was:

•

Strong alignment to Molten’s strategy and business context –

Molten operates in an industry where investments are longer-term

in nature and business performance is not aligned to a three-year

performance period.

The Committee’s view is that the proposed

structure strikes a balance between supporting the delivery of

sustainable, long-term decision making which is aligned with

Molten’s business cycle (via the core RSP) whilst also incentivising

Executive Directors to deliver returns for shareholders (via the

outperformance element).

•

Since listing on the Main Market five years ago, vesting outcomes

under the long-term incentive plan have ranged between 0% and

66% of maximum. Whilst these outcomes have been in line with

the targets set, the Committee’s assessment is that the plan has

neither effectively driven performance nor served as a genuine

incentive and retention tool for the Executive Directors. For

employees below Executive level, we therefore removed the LTIP

and moved to an RSP two years ago.

•

Focus on long-term sustainable performance – it is imperative

that our Executive Directors are incentivised to focus on the

delivery of our refreshed strategic priorities and the long-term

sustainable growth of the business. The core RSP award supports

our executive team with making appropriate and timely decisions

aimed at the delivery of our long-term goals and portfolio value

creation, rather than the achievement of performance targets that

have been set over a pre-determined period which do not align

with the longer-term nature of our investments.

•

Alignment to shareholder experience – the Committee considers

it is important that our Executive Directors share the same

direct experience as our shareholders and that remuneration

outcomes are fully aligned to this. The introduction of the new

long-term incentive plan helps support our new management

team to achieve a material shareholding in the Company and

encourages long-term stewardship of the business. In addition,

Executive Directors are only eligible to receive the additional

outperformance element where superior shareholder returns have

been delivered.

•

Retention of key talent – the plan is intended to be retentive by

providing a greater certainty of reward compared to the “boom or

bust” outcomes under the previous PSP structure. This is critical for

Molten given the importance of our new management team to the

next phase of our journey.

•

The inclusion of the outperformance element is designed to

ensure that Executive Directors are appropriately and meaningfully

rewarded where truly exceptional performance is delivered.

The element has been deliberately structured so that there is no

pay-out in the ordinary course of business — awards under this

element will only vest where performance materially exceeds the

broader market and is consistent with Molten’s strategic objective

of delivering returns in excess of 20% per annum. The high-

performance bar is what makes the structure distinct from a typical

104

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

hybrid model. Further commentary on the distinction between the

proposed arrangement and a hybrid model are set out later in this

report.

The new incentive structure will continue to have a three-year vesting

period followed by a two-year holding period.

Performance measures

In order to ensure that awards continue to drive performance and

align to shareholder interests and safeguard against payment for

failure, the vesting of awards will be contingent on the satisfaction of

an underpin, assessed after a three-year period. The Committee can

make a discretionary downward adjustment in the event of material

weakness in the underlying financial health or sustainability of the

business, taking into consideration factors such as net asset value per

share; total shareholder return; and investment performance.

The

underpin will also consider individual performance, with a focus on

whether there has been a materially serious conduct, reputational or

regulatory event which could have been reasonably foreseen.

The outperformance element has been designed to incentivise and

reward Executive Directors for the delivery of superior shareholder

returns over the longer-term and will therefore be subject to

stretching performance conditions. For awards granted in 2026, the

outperformance element will be equally split between relative and

absolute total shareholder return (‘TSR’) performance to ensure strong

alignment with the shareholder experience. The Committee gave

careful consideration to the choice of performance measures and

concluded that a combination of absolute and relative TSR is the most

appropriate approach at this time. Absolute TSR ensures a direct link

to shareholder value creation, whilst the relative TSR element provides

important context by benchmarking performance against relevant

peers, thereby guarding against wider market conditions. The targets

for each element are as follows:

•

Relative TSR (50% of element) – Relative TSR performance will

be measured against the FTSE 250 index excluding mining,

energy and extraction companies as these sectors have the least

correlation with Molten performance. This component will vest

if Molten achieves upper quartile or above TSR performance

compared to the comparator group. If TSR performance is below

upper quartile performance, there will be no pay-out in respect of

this component of the outperformance element.

•

Absolute TSR (50% of element) – The absolute TSR target will

be set at 20% p.a. with this element vesting in full if this level is

achieved. The Committee believes this target represents a highly

ambitious benchmark, placing it among the most demanding

within FTSE 350 companies that utilise absolute TSR as a

performance metric.

This target is also directly consistent with

Molten’s target of delivering 20% IRR fair value return through the

cycle.

Under both measures, there is no ability for the Executive Directors to

earn the outperformance element if the pre-requisite level of strong

market outperformance is not delivered.

LTIP opportunities

The Committee recognises that with greater certainty of vesting,

there needs to be an appropriate reduction in quantum. As such, the

proposed RSP awards will have a maximum opportunity of 125% of

£0

£1,000,000

£2,000,000

£3,000,000

£4,000,000

£5,000,000

£6,000,000

£7,000,00

Integraﬁn Holdings (£1.1bn)

IP Group (£0.5bn)

Molten (proposed core) (£0.7bn)

JTC (£1.9bn)

Rathbones Group (£1.7bn)

Molten (proposed max) (£0.7bn)

Molten (current) (£0.7bn)

Quilter (£2.4bn)

Bridgepoint Group (£2.4bn)

Jupiter Fund Management (£0.7bn

)

Aberdeen (£3.6bn)

Ninety One (£1.9bn)

Man Group (£2.4bn)

Total maximum compensation - CEO

£1,000,000

£2,000,000

£3,000,000

£4,000,000

£5,000,000

£6,000,000

£7,000,000

£8,000,000

£9,000,000

Molten current

Molten (proposed max)

Molten (proposed core)

CEO positioning vs. FTSE 250

CEO positioning vs. FTSE 250 Asset Managers

Molten Current

Molten (proposed max)

Molten (proposed core)

Total maximum compensation - CFO

£1,000,000

£2,000,000

£3,000,000

£4,000,000

£5,000,000

£6,000,000

Ninety One (£1.9bn)

Man Group (£2.4bn)

Jupiter Fund Management (£0.7bn)

Bridgepoint Group (£2.4bn)

Quilter (£2.4bn)

Aberdeen (£3.6bn)

Rathbones Group (£1.7bn)

Molten (current) (£0.7bn)

Molten (proposed max) (£0.7bn)

Molten (proposed core) (£0.7bn)

IP Group (£0.5bn)

Integraﬁn Holdings (£1.1bn)

JTC (£1.9bn)

Total maximum compensation - CFO

£500,000

£1,000,000 £1,500,000

£2,000,000 £2,500,000

£3,000,000 £3,500,000 £4000,000 £4,500,000 £6,000,000

CFO positioning vs. FTSE 250

CFO positioning vs. FTSE 250 Asset Managers

Note 1

Molten proposed remuneration is presented on two bases: (i) core LTIP award plus maximum bonus; and (ii) total compensation at maximum. Molten current is shown on a

total compensation at maximum basis.

Note 2

Market capitalisation figures reflect a three-month average to 31 May 2026 for the agreed peer group. Source: Thomson Reuters DataStream.

MOLTENVENTURES.COM

105

GOVERNANCE REPORT

salary, which is a 50% reduction when compared to the current PSP

award opportunity of 250% of salary, reflecting investor guidance and

the Investment Association (‘IA’) Principles of Remuneration where a

restricted share plan is introduced.

The outperformance element will be equivalent to 0.5x the core RSP

award (i.e. a maximum element of 62.5% of salary). The total maximum

opportunity under the LTIP will therefore be 187.5% of salary.

In determining appropriate LTIP opportunities and the total

compensation offering, the Committee also considered market

positioning, benchmarking both roles against FTSE 250 asset

managers, the broader FTSE 250 index, and private market CEO data.

Following the proposed increases, total maximum remuneration for

both the CEO and CFO continues to be positioned between the lower

quartile and median relative to both listed comparator groups, and at

a material discount to private venture capital competitor firms, where

the CEO and CFO would participate in carried interest arrangements.

Note, the charts on the previous page reflect the proposed

adjustments to base salaries for the Executive Directors, as detailed

later in my letter.

Other changes to the policy

No changes are proposed to the maximum award opportunities under

the annual bonus plan.

We are however proposing a minor change in relation to the

operation of deferral. Under our current Directors’ Remuneration

Policy any bonus awarded to Executive Directors in excess of 100% of

salary is deferred into shares for two years. Under our new policy the

following bonus deferral framework will apply:

•

Where shareholding guidelines have not been met: the current

deferral policy continues (100% of any bonus in excess of 100% of

salary deferred for two years).

•

Where shareholding guidelines have been met: 50% of any

bonus in excess of 100% of salary will be deferred into shares for

two years.

In this way, any reduction in deferral would only apply where an

Executive Directors already has a substantial shareholding, therefore

maintaining alignment with shareholder interests.

No other material changes are proposed to the Policy.

Shareholder consultation and feedback

The Committee engaged extensively with our largest shareholders

(representing 66% of the shareholder register) and key UK proxy

agencies, and I am grateful for the constructive and collaborative

engagement, which was carefully considered in shaping the final

proposals.

We were particularly encouraged by the feedback received on our

proposed long-term incentive re-design, replacing the existing PSP

with an RSP with an outperformance award. Investors acknowledged

the uniqueness of Molten as a listed venture capital business and, with

that, the importance of developing a remuneration framework that

can reflect performance through the cycle, something a conventional

three-year performance-based LTIP is inherently limited in its

ability to do.

During the consultation, two core areas of feedback were provided by

our shareholders.

The first was for the Committee to consider whether a metric linked

to closing the discount between the share price and NAV could be

included in the incentive framework. The Committee debated this at

length and determined that the right approach at this stage was for it

to be included in the annual bonus framework at a 10% weighting.

The second related to the approach to deferral. We had initially

proposed that the annual bonus would be paid fully in cash once the

Executive Director’s shareholding guideline had been met. However,

reflecting on the feedback received as part of the shareholder

consultation, which expressed a preference for an element of bonus

deferral to be retained even in the event that the shareholding

guidelines have been met, this was adjusted as set out above.

During our engagement with the proxy advisers, some questions

were raised as to whether the structure was akin to a ‘hybrid’ long-

term incentive structure. The Committee is satisfied that the proposed

structure does not meet the hallmarks of a traditional hybrid plan,

where both a restricted stock plan and a performance-based

incentive plan are operated concurrently.

The core difference is

that the restricted share plan will become the primary — and, in

normal circumstances, the only — long-term incentive received by

Executive Directors. The outperformance element sits alongside

this as a targeted mechanism to reward the Executive team where

genuine outperformance is delivered. There is no reward for threshold

performance as is standard in a traditional performance-based

incentive plan.

Whilst the Committee appreciates that the revised plan is a unique

structure, in line with the Investment Association Principles of

Remuneration, the Committee determined that an ‘alternative’

structure is the most appropriate way to support the delivery of

Molten’s strategy.

106

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Illustration of how the new policy works

The Committee recognises that the proposed structure is unique in the UK market.

I have therefore set out below an illustration of how the plan

is designed to work in practice in three different performance scenarios as well as the anticipated likelihood of each performance scenario being

achieved.

For reference, since IPO in 2016, Molten’s rTSR has ranked below the upper quartile vs the FTSE 250 in six of the seven completed three-year

performance periods and has been below the 20% per annum threshold in all bar one of these.

Scenario

Performance context

Reward outcome

Outcome as a % of salary

Likelihood of scenario

Scenario 1

•

Underpins met

•

rTSR below upper quartile

•

aTSR below 20% p.a.

Core award vests only

125%

Materially most likely

outcome – anticipated in

over 80% of scenarios

Scenario 2

•

Underpins met

•

rTSR above upper quartile

•

aTSR below 20% p.a.

Core award vests plus 50%

of the outperformance

element vests

156%

Anticipated in 10-15% of

awards based on historic

performance

Scenario 3

•

Underpins met

•

rTSR above upper quartile

•

aTSR above 20% p.a.

Core award vests plus 100%

of the outperformance

element vests

187.5%

Anticipated in only 5%-

10% of awards based on

historic performance

100

120

140

160

180

200

Scenario 3

Scenario 2

Scenario 1

125% of

salary

156% of

salary

187.5% of

salary

Outperformance

element 1

Outperformance

element 1

Outperformance

element 2

Core award

MOLTENVENTURES.COM

107

GOVERNANCE REPORT

Key Remuneration Decisions for

Executive Directors

FY26 Annual Bonus Outcome

Despite ongoing macroeconomic headwinds, the business has

delivered very strong performance during the year. As a result of

the performance in the year, based on the performance scorecard,

which includes four different performance categories (35% Fair

Value Growth, 37.5% Capital Efficiency, 20% Strategic Projects, and

7.5% Sustainability), the Committee approved a bonus of 90% of the

maximum opportunity. Full details of achievement against targets is set

out on page 119.

The Committee reviewed the overall bonus outcome at the end of the

year, taking into account multiple factors including the environment

in which targets were originally set, the Company’s performance in

the year, and the execution of strategic objectives by the Executive

Directors. Overall, the Committee considered that the bonus outcome

was in keeping with the Group’s performance and no adjustment was

made to the formulaic scorecard outcome.

FY24 LTIP Out-turn

The performance period for the FY24 LTIP award ended on

31 March 2026. The FY24 LTIP was measured against two performance

measures: AuM Growth (48% of the award) was strong, delivering

growth above maximum performance, resulting in 100% vesting for

this element and TSR vs. FTSE 250 (52% of the award), was between

median and upper quartile of the comparator group, resulting in a

vesting of 34.5% for this element. Overall, the total level of vesting

under the LTIP was 65.9% of maximum, which the Committee

considered was in keeping with the Group’s performance over the

performance period and therefore no adjustment was made to the

formulaic scorecard outcome.

FY27 Decisions

Salaries

All employees (excluding the CEO and CFO) received a 3.5%

inflationary uplift, with targeted additional increases for selected

employees reflecting expanded responsibilities or market

rebenchmarking. In aggregate, this translates to a 5.1% increase in

annual salaries for current employees, taking total annual salaries from

£6.16 million to £6.47 million for FY27.

For FY27, the CEO’s salary has been set at £560,000 and the CFO’s

salary has been set at £346,280, reflecting an 8% increase for both the

CEO and CFO. Both Directors’ salaries were set at a material discount to

their respective predecessors upon appointment, reflecting that both

were first-time appointees to their role. The proposed increases reflect

the Committee’s assessment of their strong individual performance

and the experience they have each continued to develop since

appointment. Key highlights for the CEO includes development and

articulation of the revised strategy, overseeing a c. 64.3% rebound

in share price performance (30 October 2024 to 31 May2026) and

chairing of the new Pensions and Private Capital Expert Panel; the CFO

has led the finance team that has recently won finance team of the

year, overseen the cost reduction and efficiency programme and led

the investor relations programme and marketing activity.

In the case of the CEO, the increase aligns the salary to that of

his predecessor; in the case of the CFO, the increase unwinds a

proportion of that discount, with the salary continuing to be positioned

at a c.8% discount to his predecessor as he continues to gain

experience in the role. The Committee will keep the CFO’s salary under

review in the coming years accordingly.

The salary increases set out above were included in the consultation

with investors with no concerns raised during the process.

Annual Bonus

In line with the new Policy, the maximum bonus opportunity for FY27

will remain at 200% of salary for the Executive Directors. The bonus

scorecard for FY27 will include a new metric with a 10% weighting

focused on closing the share price discount to NAV per share, in

response to shareholder feedback received during the consultation

process. Further details of the FY27 bonus metrics can be found on

page 109.

Long-Term Incentive Plan

In accordance with the new Policy, Executive Directors will receive

awards under the new Restricted Share Plan. The core RSP award will

be made at 125% of salary, with an outperformance element of up

to 0.5 times the core award, resulting in a maximum opportunity of

187.5% of salary. The outperformance element will be based on 50%

relative TSR (requiring upper quartile performance relative to the FTSE

250 index, excluding mining, energy and extraction companies) and

50% absolute TSR (requiring 20% p.a. growth). Awards will vest after

three years and be subject to a two-year post-vesting holding period.

Looking Forward

The Committee wishes to express its sincere appreciation to all

shareholders who participated in the consultation process. The

quality and depth of the feedback received was invaluable, and the

constructive dialogue that took place has meaningfully shaped the

Committee’s thinking. As a result of this engagement, the Committee

is satisfied that the revised Policy which will be put to shareholders for

approval at the 2026 AGM, strikes the appropriate balance between

the need to attract, retain and motivate the talent necessary to deliver

Molten’s strategy, and the expectations of our shareholders and wider

stakeholder community.

The Committee looks forward to shareholders’ continued support

for both the Directors’ Remuneration Report and the new Directors’

Remuneration Policy at the forthcoming AGM.

Sarah Gentleman

Chair of the Remuneration Committee

9 June 2026

108

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Remuneration Policy summary

Summary of Policy changes and implementation for FY27

The table below sets out a summary of our current Remuneration Policy for Executive and Non-Executive Directors, and an overview of the

principle proposed changes to the Policy and proposed implementation for FY27. In addition, other changes have been made to the wording of

the Policy to aid operation and to increase clarity and flexibility.

The full Policy appears on pages 111 to 117.

Element

Current

Summary of proposed 2026

Policy changes

Implementation for FY27

Fixed pay

Base salary

To provide competitive fixed remuneration.

To attract, retain and motivate Executive

Directors of the calibre required to deliver

the Company’s strategy.

No change

•

Ben Wilkinson – £560,000

(8% increase)

•

Andrew Zimmermann – £346,280

(8% increase)

•

Stuart Chapman – £450,225 (3.5%

increase)

Benefits and

pension

Executive Directors are eligible to receive

pension contributions aligned to the wider

workforce rate at 15% of basic salary per

annum.

Standard benefits apply, as available to other

UK employees.

Executive directors are also entitled to

reimbursement of reasonable expenses

incurred in line with the Company’s Travel &

Entertainment Policy.

No change

No changes to benefits or pension for

FY27.

Variable pay

Annual bonus

•

Maximum opportunity of 200%.

•

Weighting of performance measures

primarily focussed on financial measures.

•

Any bonus awarded to an Executive

Director in excess of 100% of basic salary

earned will be deferred in Ordinary

Shares under the Deferred Bonus Plan

(“DBP”) for two years.

•

Malus and clawback provisions apply.

•

No change to the maximum

opportunity.

•

Where shareholding

guidelines have not been

met: the current deferral

policy continues (100% of

any bonus in excess of 100%

of salary deferred into shares

for two years).

•

Where shareholding

guidelines have been met:

50% of any bonus in excess

of 100% of salary will be

deferred into shares for

two years.

In this way, any reduction in

deferral would only apply

where an executive already

has a substantial shareholding,

therefore maintaining alignment

with shareholder interests.

Maximum opportunity of 200% of

salary for all Executive Directors.

Performance measures that will apply

are as follows:

Financial 70%

•

Fair Value Growth (40%)

•

Realisations (20%)

•

Deployment (10%)

Non-financial 30%

•

Strategic Projects (25%) – including

a metric linked to the share price

discount to NAV

•

Sustainability (5%)

The Committee considers that the

detailed performance targets for the

FY27 bonus (excluding those related

to sustainability) are commercially

sensitive and that disclosing precise

targets in advance would not be in

shareholder interests. Actual targets,

performance achieved, and outturns

will be disclosed in the FY27 Annual

Report.

MOLTENVENTURES.COM

109

GOVERNANCE REPORT

Element

Current

Summary of proposed 2026

Policy changes

Implementation for FY27

Long-term

incentive

plan (“LTIP”)

•

Performance share plan (“PSP”) with

vesting dependent on the achievement

of performance conditions over a three-

year period.

•

Maximum opportunity of 250%.

•

Three-year performance period with

a two-year holding period on vesting

shares.

•

Malus and clawback provisions apply

•

Replacement of the PSP with

a restricted share plan (‘RSP’)

with an ‘outperformance

element’.

•

Reduction in maximum

opportunity of RSP award for

Executive Directors to 125%

of basic salary.

•

The outperformance

element will be equivalent

to 50% the core RSP award

(i.e. a maximum element of

62.5% of salary). Resulting in

a total maximum award level

of 187.5% of base salary.

Core award under the RSP of 125%

of salary. Outperformance element

of 50% of the core award. In total,

maximum opportunity of 187.5% of

salary for all Executive Directors.

Vesting of core awards will be

contingent on the satisfaction of an

underpin, assessed after a three-year

period.

Vesting of the outperformance

element will be assessed over a three-

year period, based on:

•

50% relative TSR – requires upper

quartile performance relative to

FTSE 250 index excluding mining,

energy and extraction companies.

This component will vest if Molten

achieves upper quartile or above

TSR performance compared to the

comparator group.

•

50% absolute TSR –20% p.a. with

this element vesting in full if this

level is achieved.

ownership

guidelines

Each Executive Director is expected to

achieve a shareholding with a value of

equivalent to at least 250% of annual basic

salary.

Share ownership requirements will remain

in place until the second anniversary of

termination of employment of any Executive

Director and will apply to the lower of 250%

of such Executive Director’s basic salary or

the number of Shares held by the Executive

Director at the date of termination of

employment.

No change

No changes to share ownership

guidelines for FY27.

Details of each Executive Directors

shareholding are set out on page 123.

Non-

executive

director

(“NED”) fee

Fees are typically reviewed annually,

taking into account the time commitment

requirements and responsibility of the

individual roles, and after reviewing practice

in other comparable companies.

In response to the updated

guidance from both the FRC

and Investors Association, Policy

wording has been amended

to allow for the possibility for a

portion of fees being allocated

to shares.

The fees for Non-Executive Directors,

effective from 1 April 2026, are set out

below. Inflationary increases of 3.5%

in line with the wider workforce have

been applied.

•

Chair of the Board: £207,000

•

Non-Executive Director base fee:

£68,558

•

Senior Independent Director:

£12,855

•

Audit, Risk & Valuations

Committee Chair: £12,855

•

Remuneration Committee Chair:

£12,855

•

Sustainability Committee Chair:

£12,855

•

Designated NED for Workforce

Engagement: £5,356

The Committee will consider the following when determining whether a discretionary downward adjustment to awards is required:

•

Whether there is a material weakness in the underlying financial health or sustainability of the business. Factors such as, (but not limited to): net asset value per share; total

shareholder return; and investment performance would be considered.

•

Whether there has been a materially serious conduct, reputational or regulatory event which could have been reasonably foreseen.

110

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Remuneration Policy – for approval by shareholders at the

2026 AGM

Introduction

The Directors’ Remuneration Policy (the ‘Policy’) as set out below is subject to a shareholder vote at the 2026 AGM on 22 July 2026 and is then

intended to apply for a period of three financial years from the date of approval unless a new Policy is approved by the Company’s Shareholders

prior to the end of that period.

The Company’s remuneration strategy is to provide pay packages that attract, retain and motivate high-calibre talent to help ensure its continued

growth and success. It aims to encourage and support a high performance culture of reward for achievement of the Group’s corporate strategy

and delivery of sustainable growth; and align the interests of the Executive Directors, senior management and employees to the long-term

interests of shareholders; while ensuring that remuneration and incentives adhere to the principles of good corporate governance and support

good risk management practice and sustainable Company performance grounded in the principles of responsible investment.

The Committee may exercise discretion with respect to vesting and other outcomes that affect the actual level of reward payable to individuals,

as explained in the Policy below. Such discretion would only be used in exceptional circumstances and, if exercised, disclosed at the latest in the

report on implementation of the Policy (i.e. the annual remuneration report) for the year in question.

The Committee has appointed independent external advisers to receive material independent assistance and advice. In addition, to avoid any

conflicts of interest or appearance thereof, no director is involved in deciding their own remuneration outcome with such items being discussed

without their presence in the meeting.

Details of changes to the Policy are set out in the annual statement from the Remuneration Committee Chair and are detailed on the preceding

pages.

MOLTENVENTURES.COM

111

GOVERNANCE REPORT

Directors’ Remuneration Policy

Purpose and

link to strategy

Operation

Maximum opportunity

Performance targets

Base salary

To provide

competitive fixed

remuneration.

To attract, retain

and motivate

Executive

Directors of the

calibre required

to deliver the

Company’s

strategy.

The base salaries for Executive Directors will depend

on their experience and the scope of their role as well

as having regard to practices at peer companies of

equivalent size and complexity.

In considering the base salary (and other elements of

remuneration) of Executive Directors, due regard will be

taken of the pay and conditions of the wider workforce

generally.

Base salaries will typically be reviewed on an

annual basis.

When considering salary increases for the

Executive Directors in their current roles,

the Committee considers the general level

of salary increase across the Group and in

the relevant external market.

Increases above this level may be made in

certain circumstances such as:

•

where an Executive Director has been

appointed to the Board at a lower

than typical market salary

•

to allow for growth in the role

•

where an Executive Director has been

promoted or has had a change in

responsibilities;

•

where there has been a significant

change in market practice;

•

where there has been a change

in the size and complexity of the

organisation; and

•

other exceptional circumstances

Not applicable

Benefits and pension

To provide market

competitive levels

of employment

benefits.

The Executive Directors are eligible to receive

contributions to a pension plan and/or a cash

supplement in lieu of pension contributions (equal to

15% of basic salary) as each Executive Director may

direct. The contribution rate for Executive Directors is

the same as the rate provided to the wider workforce.

The Executive Directors will be able to participate in

the same benefits as available to other UK employees,

including but not limited to life insurance, private health

insurance and income protection insurance.

The Committee recognises the need to maintain suitable

flexibility in the benefits provided to ensure it is able

to support the objective of attracting and retaining

personnel. Additional benefits may therefore be offered

(including the tax cost where applicable).

Where an Executive Director is required to relocate to

perform their role, the appropriate one off or ongoing

expatriate benefits may be provided (e.g. housing,

schooling etc).

Each Executive Director is entitled to reimbursement of

reasonable expenses incurred in the performance of

such Executive Director’s duties in accordance with the

Company’s Travel & Entertainment policy.

The benefits package is set at a level which

the Remuneration Committee considers

provides an appropriate level of benefits

for the role and is appropriate in the

context of the benefits offered to the

wider workforce or to comparable roles in

companies of a similar size and complexity.

Not applicable

112

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Purpose and

link to strategy

Operation

Maximum opportunity

Performance targets

Annual bonus

Rewarding the

year-on-year

achievement

of demanding

annual

performance

metrics.

Performance measures, weightings and targets are

reviewed annually by the Committee and may be

changed from time to time.

Appropriately stretching targets are set by reference

to the operating plan and historical and projected

performance for the Company and its sector.

To the extent performance conditions are met, the

annual bonus will normally be paid in cash and,

where required deferred shares. Where shareholding

guidelines have not been met, any bonus awarded to

an Executive Director in excess of 100% of basic salary

earned will be deferred in Ordinary Shares for two

years. Where shareholding guidelines have been met,

the deferral requirement is reduced to 50% of any

bonus awarded to an Executive Director in excess of

100% of basic salary earned.

Deferred awards may be granted in the form of

conditional share awards, options or forfeitable share

awards. Awards may also be made or settled in cash in

exceptional circumstances.

The Committee has discretion to amend the vesting

outcome should it not reflect the Committee’s

assessment of overall business performance or if the

Committee considers the outcome is not appropriate

in the context of other factors considered by the

Committee to be relevant.

Participants may receive an additional payment (in cash

or shares) equal to any dividends which would have

been paid during the deferral period on the number of

shares that vest.

Malus and clawback provisions apply.

The maximum bonus opportunity is 200%

of salary in respect of a financial year.

Threshold bonus opportunity is set at no

more than 20% of the maximum.

The Target and Maximum pay-outs will be

specified by the Committee at the date

of award and disclosed in the following

Annual Report.

The award of any

bonus is discretionary

and subject to

the achievement

of challenging

performance

conditions, which

will be set by the

Committee each year.

Annual incentive plan

awards are normally

based 60%-100% on

financial measures

which may include,

but are not limited

to, measures of fair

value growth and

capital; and 0%-

40% on strategic

or sustainability

measures or other

objectives aligned to

Company strategy.

The Committee may

amend the targets

and their weightings

from time to time.

MOLTENVENTURES.COM

113

GOVERNANCE REPORT

Purpose and

link to strategy

Operation

Maximum opportunity

Performance targets

Long-term incentive plan (“LTIP”)

To align reward

with the long-

term interests of

our shareholders

and incentivise

the delivery of

outperformance.

Awards comprise a core award and an outperformance

element.

The core award is subject to the achievement of a

performance underpin, normally measured over the

vesting period.

The outperformance element is subject to the

achievement of one of more financial performance

conditions, normally measured over a three-year

performance period.

Awards will normally vest after three years and will then

be subject to a two-year holding period.

Awards may be granted in the form of conditional

share awards, options or forfeitable share awards.

Awards may also be made settled in cash in exceptional

circumstances.

The Committee has discretion to amend the vesting

outcome should it not reflect the Committee’s

assessment of overall business performance or if the

Committee considers the outcome is not appropriate

in the context of other factors considered by the

Committee to be relevant.

Participants may receive an additional payment

(in cash

or shares) equal to any dividends which would have

been paid during the vesting period on the number

of shares that vest. Any dividend equivalent payable to

Executive Directors will be made in the same form as

applicable for other participants.

Malus and clawback provisions apply.

The maximum opportunity for the core RSP

award is 125% of base salary in respect of a

financial year.

The maximum opportunity under the

outperformance element of the award is

50% of the core RSP award.

Overall maximum opportunity is 187.5% of

basic salary in respect of a financial year.

The core award

is subject to

achievement of

performance

underpins which will

consider individual

and firm-wide

performance over the

vesting period.

The vesting outcome

of an award may

be reduced by

the Committee

if a performance

underpin is not

achieved.

The outperformance

element will be

subject to one or

more financial targets,

normally over a three

year period.

The Committee,

if considered

appropriate, may

introduce alternate

performance

conditions from time

to time aligned to the

Company’s strategy.

There is no ability for

the executives to earn

the outperformance

element if the

pre-requisite level

of strong market

outperformance is not

delivered.

Share ownership guidelines

To provide long-

term alignment

between

Executive

Directors and

Shareholders.

Executive Directors are encouraged to build and

maintain over time a shareholding in the Company.

To the extent the share ownership guideline has

not been reached by the relevant vesting dates, the

Executive Directors have agreed to retain 50% of the

Shares that may be delivered to each of them pursuant

to the LTIP and the portion of annual bonus deferred

into shares (save to permit the sale of such number

of Shares as may be required to meet any tax liability

arising on the vesting of such awards).

Each Executive Director is expected to achieve

a shareholding with a value of equivalent to at

least 250% of their annual basic salary.

The share ownership requirements will

remain in place until the second anniversary

of termination of employment of any

Executive Director and will apply to the lower

of 250% of such Executive Director’s basic

salary or the number of Shares held by the

Executive Director at the date of termination of

employment.

Not applicable

114

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Purpose and

link to strategy

Operation

Maximum opportunity

Performance targets

Non-Executive Director fees

To attract and

retain Non-

Executive

Directors of a

high calibre

with relevant

commercial and

other experience.

Non-Executive Directors receive a basic annual fee in

respect of their board duties.

Additional fees may be paid to Committee chairs, the

Senior Independent Director and Designated Director for

workforce engagement. The Chairman receives a fixed

annual fee.

Additional fees may also be paid for additional

responsibilities or an increase in time commitments on a

one-off or ongoing basis.

Fees are typically reviewed annually, considering the

time commitment requirements and responsibility of the

individual roles, and after reviewing practice in other

comparable companies.

The fee paid to the Chairman is determined by the

Remuneration Committee, while the fees for other

Non-Executive Directors are determined by the Board as

a whole.

Each Non-Executive Director is entitled to reimbursement

of reasonable expenses incurred in the performance of

such Non-Executive Director’s duties.

Fees are normally paid in cash monthly, however, the

Board may determine that a proportion of fees should be

delivered in shares.

For the Non-Executive Directors, there is no

prescribed maximum annual increase.

The maximum cap for the total aggregate

remuneration paid to the Chairman of the

Company and the Non-Executive directors

is set within the Company’s Articles of

Association.

Actual fee levels are disclosed in the

Directors’ Remuneration Report for the

relevant financial year.

Not applicable

Notes to the Policy tables

Performance measures and targets

Measures used under incentive schemes are selected annually to

reflect the Group’s main short, mid and long-term objectives and

reflect both financial and non-financial priorities as appropriate.

Performance targets are set to be stretching yet achievable, and

take into account the Company’s strategic priorities and business

environment. The Committee sets targets based on a range of

reference points including the Company strategy and broker forecasts

for both the Company and the market.

Recovery provisions

The Remuneration Committee may exercise its discretion to adjust

annual bonus outcomes or levels of vesting under the share plans

where it believes that it is appropriate, including (but not limited to)

where outcomes are not reflective of the underlying performance

of the business or the experience of the Company’s shareholders,

employees or other stakeholders.

The Remuneration Committee may exercise malus on unvested

awards to reduce, cancel or impose further conditions on them. The

Remuneration Committee may also operate clawback on incentive

awards, normally up to three years from the date of payment/

end of the relevant assessment/vesting period (in part or in full) in

circumstances including gross misconduct, material misstatement

in the Company’s annual financial statements, material failure of risk

management, serious reputational damage to a member of the Group

of relevant business unit, serious misconduct, material corporate failure

and/or an error in assessing any condition or in the information or

assumptions on which an award is granted, vests or is released.

A clawback period of three years is considered appropriate by the

Committee on the basis that: (i) it is reasonable to assume that an event

relating to the performance / vesting period requiring clawback

would be discovered within a three-year period; (ii) it is aligned with

standard market practice across the FTSE 250.

Remuneration Policy on recruitment

On recruitment, the Committee would seek to align the remuneration

package with the Remuneration Policy approved by shareholders.

When determining a remuneration package for a new Executive

Director, the Committee will consider the relevant skills and experience

of the individual as well as the internal and external market conditions.

Incentive opportunities will be consistent with the Remuneration Policy

set out above.

The Committee will have the ability to buy out any remuneration

terms forgone at their previous employer on similar terms to the terms

foregone. The Committee may exercise its discretion to make sign-on

payments to new hires if it considers that the circumstances make

such payments necessary. However, such payments may be subject

to vesting requirements and deferral into shares to ensure that the

longer-term interests of shareholders are served. Malus and clawback

provisions will apply to such awards.

In the event of an internal hire who is promoted to the Board, any

existing entitlements (including to carried interest) will be honoured,

retained and paid out on their original terms for the relevant

proportion of the financial year in which they are appointed to the

extent that the basic salary will be adjusted to the appropriate level

for the role being assumed from the date of appointment. If they are

appointed prior to the granting of LTIP awards for that year, they will

participate in the new grants on similar terms as the other Executive

Directors.

MOLTENVENTURES.COM

115

GOVERNANCE REPORT

Other elements may be included where an interim appointment

is made to fill an executive director role on a short-term basis or if

exceptional circumstances require that a non-executive director takes

on an executive function on a short-term basis.

Remuneration Policy on termination

In the event of termination, any payments will be in accordance

with the terms of the Executive Directors’ service contracts with the

Company, and the share-based rules operated by the Company,

having regard to all of the relevant facts and circumstances available at

that time.

Element

Treatment on termination

Base salary,

pension and

benefits

Paid over the notice period. However, the

Committee may determine to make a payment

in lieu of notice for any reason the Committee

deems fit. Any such payments would normally

be subject to mitigation.

Annual bonus and

deferred bonus

awards

The annual bonus may be payable in respect of

the period of the bonus scheme year worked

by the Director.

The bonus would be payable at the normal

date and would normally be subject to deferral

provisions under the terms of the plan. Awards

would normally be pro-rated for time served

during the year.

Leavers would normally retain deferred bonus

shares from bonus awards in previous years,

albeit release would normally be at the end of

the deferral period, with Committee discretion

to treat otherwise.

Long-term

incentives

Good leavers:

awards will normally be retained

and will vest on the normal vesting date or an

earlier date as the Committee may determine.

Awards will remain subject to performance

conditions and performance underpins.

Awards will normally be pro-rated to the date

of cessation of employment.

Good leavers are defined as termination of

employment in the following circumstances:

death, injury, disability, sale of their employing

company or business unit, or any other reason

(other than gross misconduct) at the discretion

of the Committee.

Other leavers:

lapse of any unvested LTIP

awards.

The Committee reserves the right to make any other payments

(including appropriate legal fees) in connection with an Executive

Director’s cessation of office or employment where the payments are

made in good faith on discharge of an existing legal obligation (or by

way of damages for breach of their obligation) or by way of settlement

of any claim arising in contravention with the cessation of an Executive

Director’s office or employment.

In the event of a change of control, outstanding awards will be treated

in line with the provisions of the relevant plan rules, as approved by

shareholders.

Payments under previous policies

The Committee reserves the right to make any remuneration payments

and payments for loss of office notwithstanding that they are not in line

with the policy set out above, where the terms of that payment were

agreed:

(i)

Before the 2021 policy came into effect; or

(ii)

Before this Policy came into effect, provided that the terms

of payment were consistent with the shareholder approved

Directors’ Remuneration Policy in force at the time they were

agreed or were otherwise approved by shareholders; or

(iii)

At a time when the relevant individual was not a Director of the

Company and, in the opinion of the Committee the payment was

not in consideration for the individual becoming a Director of the

Company.

For these purposes, “payments” include the Committee satisfying

awards of variable remuneration and, in relation to an award or option

over shares, the terms of the payment are “agreed” at the time the

award is granted. For the avoidance of doubt, this includes awards

made under legacy long-term incentive plans operated by the Group

(including the previous long-term incentive plan).

Remuneration Policy for other

employees

The reward package for the wider employee group is based on the

principle that it should enable the Company to attract and retain the

best talent, rewarding employees for their contribution to Company

performance. It is driven by local market practice as well as level of

seniority and accountability of each role. There is alignment in the pay

structures for Executive Directors and the wider workforce, in the way

that remuneration principles are followed as well as the mechanics

of the salary review process and incentive plan design, which are

broadly consistent throughout the organisation. Pension contribution

rates are also consistent for all employees. Employees below Board

level may be eligible to participate in an annual bonus arrangement

which has a similar structure to that used for the Executive Directors

with award quantum reflective of seniority level and carried interest

scheme participation. Long-term incentive awards and/or discretionary

share options may be awarded to certain employees, for which the

maximum opportunity and the performance conditions may vary by

organisational level. The Group also offers a range of benefits that are

open to all employees.

Statement of consideration of

employment conditions elsewhere in

the Company

The Committee has responsibility for reviewing remuneration and

related policies applicable to the wider workforce. To support this, the

Committee is periodically briefed on the structure and quantum of all-

employee remuneration as well as being informed about the context,

challenges and opportunities related to wider workforce remuneration

topics. This enables the Committee to take the wider workforce into

account when setting the policy for Executive remuneration. While

there is no direct consultation with employees on Executive Director

remuneration, the Committee receives insights from the broader

employee population via the Designated Non-Executive Director for

Workforce Engagement. Further, when considering salary increases for

the Executive Directors, the Committee considers the general level of

salary increase across the Group and in the external market.

116

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Ben

Wilkinson, CEO (£’000)

Stuart Chapman, Executive Director

(£’000)

Andrew Zimmermann, CFO (£’000)

Fixed remuneration

Annual bonus

LTIP

Share price

£k

£500k

£1,000k

£1,500k

£2,000k

£2,500k

£3,000k

£3,500k

644,009

100%

Minimum

2,016,009

35%

33%

32%

Target

2,814,009

37%

40%

23%

Maximum

3,339,009

16%

31%

34%

19%

Maximum

+50% share

price increase

£k

£500k

£1,000k

£1,500k

£2,000k

£2,500k

£3,000k

517,771

100%

Minimum

1,620,822

35%

33%

32%

Target

2,262,393

37%

40%

23%

Maximum

2,684,479

16%

31%

34%

19%

Maximum

+50% share

price increase

£k

£500k

£1,000k

£1,500k

£2,000k

£2,500k

£3,000k

398,229

100%

Minimum

1,246,615

35%

33%

32%

Target

1,740,064

37%

40%

23%

Maximum

2,064,702

16%

31%

34%

19%

Maximum

+50% share

price incr

ease

Statement of consideration of

shareholder views

In line with our commitment to transparency and engagement with

our shareholders on the topic of Executive Director remuneration, the

Chair of the Remuneration Committee conducts periodic consultations

with major shareholders. This typically involves setting out changes

planned in writing, seeking shareholder input and views to various

Executive Directors remuneration matters including the development

of, or potential changes to, the Directors’ Remuneration Policy or

arrangements. The Committee values the continued dialogue with

our shareholders and periodically engages with shareholders and

representative bodies to take their views into account when setting

and implementing the Company’s remuneration policies.

Illustration of the application of the

remuneration policy

The charts below illustrate the remuneration that would be paid to

each of the Executive Directors for the 2026/27 financial year under

three different performance scenarios: (i) minimum; (ii) in line with

expectations; and (iii) maximum. The elements of remuneration

have been categorised into three components: (i) fixed; (ii) annual

bonus (including deferred bonus); and (iii) LTIP (including the

outperformance element.

The charts below are based on the following scenarios for each

Executive Director:

•

Minimum: Annual salary as at 1 April 2026, pension and FY26

benefits

•

Target: as Minimum plus Target Bonus (120% of salary) and

Threshold LTIP award opportunity (core element of the LTIP only at

125% of salary) as per the Remuneration Policy

•

Maximum: as Target except Bonus and LTIP included at maximum

opportunity, assuming the outperformance conditions are

met in full (200% and 187.5% of salary, respectively) as per the

Remuneration Policy

•

Maximum (with +50% share price increase): as Maximum except

the share price on the LTIP is assumed to increase by 50%

MOLTENVENTURES.COM

117

GOVERNANCE REPORT

Annual report on remuneration

The Annual Remuneration Report sets out how the Directors’ Remuneration Policy was put into practice during the year. It is divided into the

following sections:

•

Section 1: Single Total Figure Table

•

Section 2: Further information on remuneration for the year ended 31 March 2026

The Auditors have reported on certain sections of this report and stated whether, in their opinion, those sections have been properly prepared.

Those sections which have been subject to audit are clearly indicated within the heading as audited.

The Remuneration Policy which was applied in the year ended 31 March 2026 was as described in the FY25 Annual Report and approved by

Shareholders at the AGM held on 8 July 2025.

Section 1 – Single Total Figure Table

This section covers the reporting period from 1 April 2025 to 31 March 2026 and provides details of the implementation of the Remuneration

Policy during the period.

Directors’ Remuneration Single Total Figure Table (audited)

The following table summarises the gross aggregate remuneration of the Directors who served during the year to 31 March 2026:

£’000s

Year

Basic

salary/

fees

All taxable

benefits

Pension-

benefits

Annual bonus

Total fixed

remuneration

Total variable

remuneration

Total

remuneration

Carried

interest

(legacy

awards)

Total

Long-term

incentive

Cash

Deferred

Executive Directors

Ben

Wilkinson

FY26

518

414

1,003

604

1,934

2,539

495

3,034

FY25

429

317

500

746

1,246

433

1,679

Stuart

Chapman

FY26

435

348

1,024

512

1,807

2,319

1,342

3,662

FY25

373

276

438

649

1,087

2,407

3,494

Andrew

Zimmermann

FY26

320

256

375

576

951

FY25

101

169

Non-Executive Chairman

Laurence

Hollingworth

FY26

200

FY25

160

Non-Executive Directors

Grahame

Cook

FY26

FY25

Lara

Naqushbandi

FY26

FY25

Gervaise

Slowey

FY26

FY25

Sarah

Gentleman

FY26

FY25

The salaries of Executives were set to £517,500 for Ben Wilkinson, £435,000 for Stuart Chapman and £320,000 for Andrew Zimmermann with effect from 1 April 2025.

Benefits include private medical and critical illness cover for all Executive Directors and electric vehicle leases for Ben Wilkinson and Stuart Chapman.

Ben Wilkinson received total pension contributions of £77,625, equivalent to 15% of base salary. This comprised a cash allowance of £67,625, with the remaining £10,000,

contributed directly to a registered occupational pension scheme. Stuart Chapman receives a cash allowance equivalent to 15% of base salary in lieu of pension contributions.

Andrew Zimmermann receives 15% of base salary as pension contributions directly to a registered occupational pension scheme. The pension contribution rates for the

Executive Directors are in line with the level available to the workforce.

Details of the bonus targets, their levels of achievement and the resulting level of are disclosed on page 119 to 121.

Values for the year ended 31 March 2026 relate to the vesting of options granted under the FY24 Long-Term Incentive Plan which were subject to the performance conditions

listed on page 121. Values for the vesting of the FY2024 Long-Term Incentive Plan are calculated by reference to the number of shares expected to vest multiplied by the average

market value of the shares in the last quarter of the financial year, which was £4.80. The amount of the LTIP value attributable to share price appreciation is calculated as the

number of shares vesting (being the number of shares granted multiplied by the vesting outcome) multiplied by the difference between the share price at vesting and the share

price at grant. For Ben Wilkinson, this is 317,182 shares × 65.9% = 209,023 vested shares, multiplied by the share price appreciation of £2.06 (being £4.80 minus £2.74) = £430,587.

For Stuart Chapman, this is 324,014 shares × 65.9% = 213,525 vested shares, multiplied by the share price appreciation of £2.06 (being £4.80 minus £2.74) = £439,862. The vesting

outcome is determined based on performance to 31 March 2026 and was confirmed by the Remuneration Committee on 4 June 2026. Options are subject to a two-year

post-vesting holding period and are not exercisable until 23 June 2028.

The carried interest amounts are legacy award payments during the year in respect of awards no longer available to Executive Directors. These carried interest plan awards were

made in prior years and a further description of the plans can be found on page 121.

No provisions for malus or clawback were applied in respect of Directors during FY26.

118

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Commentary on Single Figure Table (audited)

Incentive outcomes for FY26

Annual bonus

The FY26 annual bonus for Executive Directors was assessed against performance conditions approved by the Committee. The annual bonus

was split across a range of corporate financial measures (72.5%), sustainability objectives and strategic priorities (27.5%). The Committee considers

the overall bonus outcome as determined by performance against the agreed measures to ensure that the bonus level is appropriate given the

Company’s performance and the overall stakeholder experience in the year, and has the ability to exercise discretion to override the indicative

formulaic outturn if it considers that it is not appropriate in the circumstances.

Overall, the Committee determined that the bonus outcome was appropriate in the context of the Company’s performance and the shareholder

experience in the year. The Committee noted performance above the maximum level for fair value growth and realisations, delivery of expense

management in line with plan, and delivery of the sustainability objectives. Strategic project delivery was mixed: the Committee assessed share

register diversification and business diversification as achieved, while determining that the third-party fundraising elements were not achieved

and therefore did not vest.

In assessing the deployment element, the Committee considered the year-end outturn relative to the budget reference point, as well as the

strategic quality of transactions completed during the year. The Committee also considered the broader context, including the Company’s

share price performance over the year and the prevailing macro-economic conditions, which warranted a measured and targeted approach to

deployment. The Committee determined that the deployment objective was effectively delivered in the context of the environment that Molten

was operating in and as such it was appropriate for this element to payout in full. The Committee determined an overall bonus vesting level of

90% of maximum for FY26. The maximum bonus opportunity for FY26 was 200% of salary for each of the Executive Directors.

Metric

Weighting

Threshold

(20% vesting)

On target

(50% vesting)

Maximum

(100% vesting)

Actual

% payout

% of max

bonus

opportunity

Fair Value

Fair value growth

35.00%

FY25 −5%

Straight line

FY25 +10%

14.07%

100%

35.00%

Capital Efficiency

37.50%

Realisations

17.50%

£40.0m

£55.0m

£70.0m

£119.55m

100%

17.50%

Deployment

10.00%

Subjective assessment with £92m reference point

£89.49m

100%

10.00%

Expense management

10.00%

£28.53m

£25.93m

£23.34m

£21.42m

100%

10.00%

Sustainability

7.50%

See below

100%

7.50%

Strategic Projects

20.00%

Diversification of share register

5.00%

See below

100%

5.00%

Third-party fundraising (a)

£100m target

5.00%

See below

0.00%

Third-party fundraising (b)

progress on unlocking DC

pension funds

5.00%

See below

0.00%

Business diversification

5.00%

See below

100%

5.00%

Total

100%

90.00%

Notes:

Fair value growth represents the opening gross value of the portfolio (GPV), plus investments, less any cash from realisations, plus fair value growth which gives the year-end

Gross Portfolio Value. The percentage changes from the opening GPV to the closing GPV is the fair value growth figure for the performance measure. In line with the approach

adopted by the Group in prior years, where Group resources are used to acquire assets, fair value growth captures the value of assets acquired in the year (including the value of

the underlying asset and the change in movements in values between the date of acquisition and the end of the year).

MOLTENVENTURES.COM

119

GOVERNANCE REPORT

Sustainability measures

The sustainability measures agreed by the Committee for FY26 and the Committee’s assessment of the Company’s performance against them is

summarised below. See the Sustainability Report on page 59 for further details.

Sustainability objective (FY26)

Outcome

Committee assessment

% of max bonus opportunity

Introduce assessment of positive

environmental and/or social impact

of prospective investments as part of

sustainability analysis in Investment

Committee papers

100% (8/8) of IC papers

for new deals included the

assessment

100%

1.67%

Ensure consistent tracking and reporting of

pipeline diversity data and present this for

discussion at dealflow meetings no less than

bi-annually

95% of pipeline tracked

during FY26; data discussions

held on 6 October 2025 and

2 February 2026

100%

1.67%

Conduct an internal assessment of

sustainability-related risks and opportunities

for 75%+ of in-scope portfolio companies and

establish an action plan where material risks

are identified

Assessment completed for

24 of 28 (86%) in-scope

companies

100%

1.67%

Deliver the next phase of the Company’s

Culture Project Roadmap focusing on People

and Performance

Key workstreams delivered

— new values & behaviours,

Learning & Development

framework, Investment Team

progression matrix; confirmed

at Sustainability Committee on

26 March 2026

100%

2.50%

Total

7.50%

Strategic projects

The strategic measures agreed by the Committee for FY26 and the Committee’s assessment of performance against them is summarised below.

Strategic measure (FY26)

Weighting

Committee assessment

% of max bonus opportunity

Diversification of share register

5.0%

Achieved

5.0%

Third-party fundraising: (a) £100m target

5.0%

Not achieved

0.0%

Third-party fundraising: (b) progress on

unlocking DC pension funds

5.0%

Not achieved

0.0%

Business diversification

5.0%

Achieved

5.0%

Diversification of share register (FY26)

The Committee reviewed share register diversification by way of quantitative analysis of the register’s concentration and balance, comparing

the position at the start of the year with the position at the measurement date. The paper set out a range of sub-metrics evidencing reduced

concentration across the register, including a reduction in the Herfindahl-Hirschman Index (HHI), alongside an increase in the number of fund

managers on the register (reflecting 45 new entrants, offset by 38 departures, resulting in a net increase). New entrants included a number of

notable institutional names, and the analysis also indicated a broadening of the shareholder base by geography and style of investor.

The Committee noted that diversification had been supported by targeted investor relations and engagement activity during the year, including

enhanced external research and coverage, the use of specialist investor relations support, and outreach that contributed to increased interest

from non-UK investors. The Committee also noted that the Company’s buyback programme had supported market visibility and attracted new

institutional holders, while recognising that certain contextual factors (including elevated stock lending levels and the entry of some discount-

focused strategies) required ongoing monitoring and did not, in the Committee’s view, undermine the overall diversification trend evidenced by

the core concentration metrics. The Committee agreed that the progress demonstrated in the paper was tangible and assessed the KPI as met.

This assessment formed the basis for awarding the full score for this element within the FY26 bonus outcome.

Business diversification (FY26)

The Committee also reviewed a paper on the business diversification strategic objective, which set out a qualitative scorecard of the activity

undertaken during the year. The Committee commended the accelerated implementation of business diversification strategies during FY26,

noting that management had undertaken a multi-advisor strategic review of structural options (including detailed workstreams with external

advisers and Board scenario modelling) and reached a disciplined conclusion on M&A, determining that available opportunities were not

sufficiently attractive to generate shareholder value in the context of the Company’s discount to NAV.

120

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Alongside this strategic review, the Committee noted tangible execution steps that supported diversification of the business, including

strengthening leadership capability, and the build-out of dedicated capability in secondaries, with a new team established to develop a

third-party secondary fund as a new product line with its own investor base, return profile and potential fee stream. The Committee also noted

actions taken to sharpen market relationships and strengthen the Company’s external positioning, including corporate broker changes and

initiatives to enhance access to institutional pools of capital.

Based on this progress, the Committee treated business diversification as achieved for FY26 bonus purposes (with full vesting for the relevant

scorecard element).

Bonus deferral

The FY26 bonus amounts will be paid in cash for an amount up to 100% of each Director’s salary, with the balance being paid in the form of a

deferred share award. The deferral period under the bonus scheme is two years from the date of the award. Vesting is not subject to any further

conditions.

Long-term incentive plan vesting

Vesting of FY24 award

The FY24 LTIP award included in the single total figure of remuneration table for FY26 had a performance period from 1 April 2023 to

31 March 2026. Details of performance against the performance targets are shown in the table below.

Measure

Weighting

Threshold

Target

Maximum

Actual

Outcome

Relative Total Shareholder Return (“TSR”)

versus FTSE 250

52%

Median

21.8%

Upper quartile

48.7%

Upper decile

90.2%

32.9%

17.90%

Total Assets under Management (“AUM”)

48%

£1,665m

£1,742m

£1,823m

£1,932.92

48.00%

Total

65.90%

For the TSR measure – 15.4% of this element vests for achieving threshold performance, rising to 61.5% for ‘on target’ and 100% vesting for achieving maximum performance.

Awards vest on a straight-line basis between these points.

For the AUM measure – 25% of the element vests for achieving threshold performance, rising to 62.5% for the mid-point target and 100% for achieving maximum. Straight-line

vesting applies between these points.

The vesting outcome is based on Molten’s TSR performance as compared to the FTSE 250. Note, the calculation is based on Molten’s relative TSR performance, not ranking.

Molten’s performance exceeded the median TSR of the peer group but was below the upper quartile, resulting in a vesting for this element of 34.5% of maximum or 17.9% of

the LTIP award. TSR is the percentage change in a share price plus the value of dividends reinvested on the ex-dividend date over the interim measurement period. Calculations

have been undertaken using DataStream Return Index data. The TSR calculation is based on a three-month weekday average Return Index ended on: (1) the day before the

measurement period start date of 1 April 2023; and (2) the measurement period end date of 31 March 2026. The TSR performance of Molten has been compared against the TSR

performance of the FTSE 250 as at the start of the measurement period. Companies that de-listed during the performance period have been excluded.

Carried interest (legacy awards)

Carried interest values shown in the single total figure of remuneration table for FY26 and FY25 relate to legacy carried interest arrangements

established following the Company’s IPO and admission to AIM.

Under these plans, "Plan Participants", including Executive Directors, members of the Investment Team, and other eligible employees, are

collectively entitled to 15% of net realised cash profits from the investments and follow-on investments made during the relevant period covered

by each plan. This is subject to a minimum aggregate annualised realised return of 10% on investments and follow-on investments (or 8% for plans

from April 2020 onwards). Each carried interest plan vests over five years and is subject to standard good and bad leaver provisions (as defined in

the relevant plan rules).

Since April 2020, Executive Directors have not been eligible to join new carried interest plans, though entitlements under plans joined prior to that

date are retained.

MOLTENVENTURES.COM

121

GOVERNANCE REPORT

Section 2 – Further information on remuneration for the

year ended 31 March 2026

Scheme interests awarded during the financial year (audited)

Long-Term Incentive Plan

Awards were made to all Executive Directors under the Company’s Long-Term Incentive Plan on 20 June 2025 as set out below. The awards were

made in the form of options with a nominal value exercise price of £0.01 per share as set out below:

Director

Position

Basis of award

Face value

Number

of Options

awarded

Ben Wilkinson

CEO

250% of salary

£1,293,750

429,817

Stuart Chapman

Executive Director

250% of salary

£1,087,500

361,295

Andrew Zimmermann

CFO

250% of salary

£800,000

265,780

A share price of £3.01, based on the average closing price of shares for the five dealing days after release of annual results, was used to calculate the number of option shares

granted.

The vesting of these awards is subject to the performance targets set out below, with performance measured over the three-year period from

1 April 2025 to 31 March 2028. The awards will vest on 20 June 2028 to the extent that performance conditions are met and are subject to a two-

year post-vesting holding period.

Relative Total Shareholder Return ("TSR") versus FTSE 250 (weighting – 52% of maximum opportunity)

Threshold

On target

Maximum

TSR ranking versus FTSE 250

Median

Upper quartile

Upper decile

Vesting (% of salary)

20%

80%

130%

Assets Under Management (Balance Sheet NAV) (weighting – 48% of maximum opportunity)

Threshold

On target

Maximum

Total AUM (FY26)

£2,200m

£2,316m

£2,431m

Vesting (% of salary)

30%

75%

120%

No amounts vest below threshold. Vesting is on a straight-line basis between threshold, on-target and maximum performance points.

122

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Statement of Directors’ interests (audited)

The interests of the Directors who served in the year and who held an interest in the ordinary shares of the Company are as follows:

Outstanding scheme interests 31 March 2026

Beneficially owned shares

Unvested

scheme

interests

subject to

performance

conditions

Unvested

scheme

interests not

subject to

performance

conditions

Vested but

unexercised

scheme

interests

Total shares

subject to

outstanding

scheme

interests

As at 31 March

2025

As at 31 March

2026

Total of all

scheme

interests and

shareholdings

as at 31 March

2026

Ben Wilkinson

1,011,260

154,998

484,539

1,650,797

77,287

91,973

1,742,770

Stuart Chapman

917,304

142,397

611,938

1,671,639

1,054,756

2,726,395

Andrew Zimmermann

290,471

–

290,471

4,950

11,868

302,339

Laurence Hollingworth

–

43,000

Grahame Cook

–

55,548

Sarah Gentleman

–

4,444

Gervaise Slowey

–

10,000

Lara Naqushbandi

–

LTIPs awarded to Ben Wilkinson, Stuart Chapman and Andrew Zimmermann from 2023 onwards.

Deferred bonus plan options from 2024 and 2025.

CSOP options awarded to Stuart Chapman and Ben Wilkinson in 2016, 2017, 2018, 2019 and 2021. LTIP options awarded to Stuart Chapman and Ben Wilkinson in 2020 and 2021.

Deferred Bonus Plan options awarded to Ben Wilkinson in 2022.

Includes shares held by persons closely associated.

There were no changes to the Directors’ beneficial interests as set out above and at the date of this report.

Executive Directors’ share ownership guidelines (audited)

Shareholding requirements in operation at the Company are currently 250% of base salary for the Executive Directors. Executive Directors are

required to build their shareholdings by retaining at least 50% of any share awards vesting under the Long-Term Incentive Plan or deferred bonus

until the guideline is met. The Committee keeps the progress of the Executive Directors in meeting the shareholding requirement under review

and notes the progress that has been made during the financial year. Non-Executive Directors are not subject to a shareholding requirement.

The table below shows, for the Executive Directors, their actual share ownership compared with the share ownership guidelines. Andrew

Zimmermann continues to build his shareholding and will retain at least 50% of any share awards vesting under the Long-Term Incentive Plan or

deferred bonus until the guideline is met.

Director

Number of

shares counting

to guidelines

31 March 2026

Shareholding

requirement

(% of salary)

Current

shareholding

(% of salary)

Shareholding

requirement

met?

Ben Wilkinson

348,599

250

308%

YES

Stuart Chapman

1,379,083

250

1,451%

YES

Andrew Zimmermann

11,868

250

17%

The share price of £4.58 as at 31 March 2026 has been used for the purpose of calculating the current shareholding as a percentage of salary. Shares counting to the guidelines

include beneficially owned shares, and a net-of tax estimated number of vested but unexercised scheme interests. Unvested LTIP and CSOP awards do not count towards

satisfaction of the shareholding guidelines.

Molten Ventures plc

FTSE 250

FY End

£ 0

£50

£100

£150

£200

£250

£300

£350

£400

£450

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

2026

Performance graph

The graph below shows the Total

Shareholder Return (TSR) performance of

an investment of £100 in Molten Ventures

plc shares from its initial admission to AIM

in June 2016 to the end of the period,

compared with £100 invested in the FTSE

250 Index over the same period. The FTSE

250 Index was chosen as a comparator

because it represents a broad equity market

index of which the Company is a constituent

as of the date of this report.

MOLTENVENTURES.COM

123

GOVERNANCE REPORT

Executive Directors’ share plan interest movements during FY26 (audited)

Date of grant

Vesting,

exercise of

release

date

Number of

options/

awards

held as at

1 April 2025

Awarded

Exercised

Lapsed

Number of

options/

awards

held as at

31 March

2026

Share price

at date

of grant/

award

(exercise

price for

CSOP)

Face value

of awarded

options (at

exercise

price for

CSOP)

Ben Wilkinson

CSOP (Unapproved)

30/07/18

30/07/21

178,100

–

178,100

£4.92

–

CSOP (Unapproved)

12/02/19

12/02/22

178,434

–

178,434

£5.30

–

LTIP

29/06/20

29/06/23

36,615

–

36,615

£4.49

£274,000

LTIP

16/07/21

16/07/24

18,645

–

18,645

£8.88

£812,500

LTIP

17/06/22

17/06/25

187,320

–

187,320

–

£4.47

£836,875

DBP

17/06/22

17/06/24

72,745

–

72,745

£4.47

£325,000

LTIP

23/06/23

23/06/26

317,182

–

317,182

£2.74

£870,350

LTIP

24/06/24

24/06/27

233,592

–

233,592

£4.02

£939,974

LTIP

03/12/24

03/12/27

30,669

–

30,669

£3.22

£98,754

DBP

24/06/24

24/06/26

49,625

–

49,625

£4.02

£199,691

LTIP

20/06/25

20/06/28

–

429,817

–

429,817

£3.01

£1,293,750

DBP

20/06/25

20/06/27

–

105,373

–

105,373

£3.01

£317,173

Stuart Chapman

CSOP (Unapproved)

28/11/16

28/11/19

226,385

–

226,385

–

£3.55

–

CSOP (Unapproved)

28/11/17

28/11/20

234,835

–

234,835

£3.87

–

CSOP (Unapproved)

30/07/18

30/07/21

178,100

–

178,100

£4.92

–

CSOP (Unapproved)

12/02/19

12/02/22

178,434

–

178,434

£5.30

–

CSOP (Unapproved)

26/07/21

26/07/22

1,522

–

1,522

£9.85

£15,000

LTIP

29/06/20

29/06/23

38,619

–

38,619

–

£4.49

£289,000

LTIP

16/07/21

16/07/24

19,047

–

19,047

£8.88

£823,000

LTIP

17/06/22

17/06/25

191,355

–

191,355

–

£4.47

£854,900

DBP

17/06/22

17/06/24

74,312

–

74,312

–

£4.47

£332,175

LTIP

23/06/23

23/06/26

324,014

–

324,014

£2.74

£889,095

LTIP

24/06/24

24/06/27

231,995

–

231,995

£4.02

£933,547

DBP

24/06/24

24/06/26

50,694

–

50,694

£4.02

£203,993

LTIP

20/06/25

20/06/28

–

361,295

–

361,295

£3.01

£1,087,498

DBP

20/06/25

20/06/27

–

91,703

–

91,703

£3.01

£276,027

Andrew Zimmermann

LTIP (Restricted shares)

28/06/24

28/06/27

24,691

–

24,691

£4.04

£99,750

LTIP

20/06/25

20/06/28

–

265,780

–

265,780

£3.01

£800,000

124

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Historical remuneration of the Chief Executive Officer

The table below sets out the total remuneration delivered to the CEO over the last ten years valued using the methodology applied to the single

total figure of remuneration.

Year

Total single

figure (£’000)

Annual bonus

payment level

achieved

(% of max

opportunity)

LTIP vesting

(% of max

opportunity)

FY26

3,285

90%

65.9%

FY25 (Ben Wilkinson)

1,679

87%

FY25 (Martin Davis)

1,078

87%

FY24

1,486

79%

20%

FY23

1,162

38%

60%

FY22

1,530

100%

N/A

FY21

885

93%

N/A

FY20 (Martin Davis)

505

100%

N/A

FY20 (Simon Cook)

317

53%

N/A

FY19

503

75%

N/A

FY18

466

89%

N/A

FY17

373

94%

N/A

Martin Davis served as CEO from November 2019 until Ben Wilkinson’s appointment in October 2024.

Martin Davis was appointed as CEO in November 2019. The total single figure above includes a contractual bonus which was paid in full.

Simon Cook served as CEO until Martin Davis’ appointment in November 2019, and CIO from that date until 1 July 2020.

Change in remuneration of Directors compared to employees

The table below sets out the percentage change in salary, taxable benefits and annual bonus set out in the single figure of remuneration tables (on

page 118) paid to each Director from FY21 to FY26. The relevant statutory regulations also require a comparison of the change in the remuneration

of the employees of Molten Ventures plc. A comparator for all employees excluding Directors is included below.

% change in element

between FY21 and FY22

% change in element

between FY22 and FY23

% change in element

between FY23 and FY24

% change in element

between FY24 and FY25

% change in element

between FY25 and FY26

Salary

and fees

Taxable

benefits

Annual

bonus

Salary

and fees

Taxable

benefits

Annual

bonus

Salary

and fees

Taxable

benefits

Annual

bonus

Salary

and fees

Taxable

benefits

Annual

bonus

Salary

and fees

Taxable

benefits

Annual

bonus

Executive

Directors

Ben Wilkinson

18.6

33.3

150.0

3.1

25.0

(60.7)

4.0

7.0

114.6

23.3

44.6

36.2

20.6

38.6

24.8

Stuart Chapman

14.9

25.0

142.3

2.9

20.0

(60.7)

4.1

11.6

114.8

5.0

32.5

16.0

16.5

35.6

20.6

Andrew

Zimmermann

N/A

449.5

555.6

468.7

Martin Davis

15.0

125.0

142.7

3.1

25.0

(60.7)

3.9

(6.9)

114.4

(39.0)

(3.4)

(13.2)

N/A

Non-Executive

Directors

Laurence

Hollingworth

N/A

300.0

N/A

Grahame Cook

33.3

N/A

5.6

N/A

32.7

N/A

(30.2)

N/A

(17.3)

N/A

Sarah

Gentleman

N/A

79.5

N/A

8.6

N/A

15.3

N/A

Gervaise

Slowey

N/A

46.3

N/A

16.6

N/A

15.8

N/A

3.5

N/A

Lara

Naqushbandi

N/A

91.3

N/A

17.6

N/A

All employees

23.2

(44.2)

12.9

14.6

32.9

(4.2)

10.0

4.6

32.5

28.0

25.8

42.0

34.8

70.9

Appointed on 28 January 2025.

Karen Slatford resigned on 17 January 2023 and Grahame Cook was appointed Interim Chair. Laurence Hollingworth was appointed as Chairman with effect from 2 January 2024.

Appointed on 8 September 2021.

Appointed on 19 July 2021.

Appointed on 11 September 2023.

CEO pay ratio

As the Company has fewer than 250 employees it is not required to include a CEO pay ratio disclosure.

MOLTENVENTURES.COM

125

GOVERNANCE REPORT

Relative importance of spend on pay

The table below sets out the relative importance of the spend on pay in FY25 and FY26 compared with other disbursements. All figures provided

are taken from the relevant Company financial statements.

FY25

£m

FY26

£m

Percentage

change

Distributions to shareholders

Overall spend on pay including Executive Directors

19.0

16.6

(12.6%)

Payments to past Directors (audited)

No payments were made to, or in respect of, former Directors in excess of the minimum threshold of £25,000 set for this purpose. No payments

were made to Directors for loss of office.

Service agreements and letters of appointment

Executive Directors’ service agreements and Non-Executive Directors’ letters of appointment are available for inspection at the Company’s

registered office during normal business hours and will be available for inspection at the Annual General Meeting. Each of the Executive Directors’

service agreements is for a rolling term and may be terminated by the Company or the Executive Director by giving six months’ notice. The

Remuneration Committee’s policy for setting notice periods is that a six-month period will apply for Executive Directors. The Remuneration

Committee may in exceptional circumstances arising on recruitment allow a longer period, which would in any event reduce to six months

following the first year of employment.

Name

Position

Date of

current service

agreement

Notice period

by Company

(months)

Notice period

by Director

(months)

Ben Wilkinson

CEO

29 October 2024

Stuart Chapman

Director

19 July 2021

Andrew Zimmermann

CFO

28 January 2025

The Non-Executive Directors of the Company do not have service contracts and are appointed by letters of appointment. Their terms are subject

to their re-election by the Company’s Shareholders at any AGM at which the Non-Executive Directors stand for re-election (in accordance with the

Company’s Articles of Association). The details of each Non-Executive Director’s current terms are set out below:

Name

Date of appointment

Commencement date of current term

Unexpired term as at 9 June 2026

Laurence Hollingworth

2 January 2024

Continuation of appointment

is subject to re-election by

shareholders at each AGM.

Grahame Cook

15 June 2016

19 July 2021

Sarah Gentleman

8 September 2021

Lara Naqushbandi

11 September 2023

Gervaise Slowey

19 July 2021

Statement of voting at general meetings

The following votes were cast in respect of the Directors’ Remuneration Policy and Directors’ Remuneration Report at the Company’s 2025 AGM:

Approval of the Directors’

Remuneration Policy

No. of votes

% of votes cast

For (including discretionary)

129,296,046

98.06%

Against

2,556,539

1.94%

Withheld

1,183,494

–

Approval of the Directors’

Remuneration Report

No. of votes

% of votes cast

For (including discretionary)

129,282,547

97.71

Against

3,035,361

2.29

Withheld

718,171

–

126

ANNUAL REPORT FY26

Directors’ Remuneration Report

continued

Remuneration Committee composition

and responsibilities

Composition

The UK Corporate Governance Code recommends that all members

of the Remuneration Committee be Non-Executive Directors,

independent in character and judgement and free from any

relationship or circumstance which may, could or would be likely

to, or appear to, affect their judgement. The composition of the

Committee has comprised only the independent Non-Executive

Directors for the year under review. In accordance with provision 32

of the UK Corporate Governance Code, Sarah Gentleman had served

as a member of the Remuneration Committee of Rathbones Group

plc for more than 12 months prior to her appointment as Chair of the

Committee.

Role and responsibilities

The Committee operates under Terms of Reference, which are reviewed

annually and approved by the Board. A copy of the Terms of Reference

are available on the Company’s website – investors.moltenventures.

com. The Remuneration Committee receives assistance from the

Chairman of the Board, CEO and Company Secretary (each of whom

attend meetings by invitation except when decisions relating to their

own remuneration are being discussed) and independent advisers. The

Remuneration Committee will normally meet at least three times per

year. Executive Director remuneration is communicated to employees

after financial year end, with performance against bonus and LTIP

targets explained as well as the targets for the year financial year ahead

being presented. The Committee receives insights from the broader

employee population from management and the DNED can update the

Committee on feedback received at any of the employee engagement

sessions held during the year.

Advisers

The Committee appointed Deloitte LLP following a competitive

tender process, to provide independent advice on Executive

remuneration matters with effect from 10 October 2022. Deloitte is

a founding member of the Remuneration Consultants Group and

voluntarily operates under the code of conduct in relation to Executive

remuneration consulting in the UK. The fees paid to Deloitte in relation

to advice provided to the Committee for FY26 were £171,216 on a time

and materials basis.

The Committee assesses the performance of its advisers, the

associated fees and the quality of advice provided annually, to

ensure that the advice is independent of any support provided to

management and monitors adviser independence, noting advice

received is predominantly based on objective data trends/facts. The

Committee is comfortable that the remuneration advisers do not have

any connections with the Group or any Director that may impair their

independence.

On behalf of the Board

Sarah Gentleman

Chair of the Remuneration Committee

9 June 2026

MOLTENVENTURES.COM

127

GOVERNANCE REPORT

The Directors present their report and audited consolidated financial statements for the year ended

31 March 2026. The Strategic Report on pages 6 to 79, the Corporate Governance Statement on pages 82

to 130 and this Directors’ Report have been drawn up and presented in accordance with, and in reliance

upon, applicable English company law and any liability of the Directors in connection with these reports

shall be subject to the limitations and restrictions provided by such law.

Additional information which is incorporated by reference into this

Directors’ Report, including information required in accordance with

the Companies Act 2006 and the Listing Rule 6.6.1R of the UK Financial

Conduct Authority’s Listing Rules, can be located as follows:

Disclosure

Location

Future business developments

Strategic Report – pages 10 to 50

Research and development

activities

We do not perform any research

and development activities

Greenhouse gas emissions

Sustainability – pages 61 to 62

Financial risk management

objectives and policies

(including hedging policy and

use of financial instruments)

Note 30 to the Financial

Statements – pages 175 to 177

Exposure to price risk, credit

risk, liquidity risk and cash

flow risk

Note 30 to the Financial

Statements – pages 175 to 177

Details of long-term incentive

schemes

Directors’ Remuneration Report

– pages 121 to 124

Statement of Directors’

responsibilities

Can be found on page 131

Directors’ interests

Details can be found on

page 123 of the Directors’

Remuneration Report

Directors

The Directors of the Company who held office during the year are:

•

Laurence Hollingworth (Chairman)

•

Sarah Gentleman (Senior Independent Director)

•

Grahame Cook (Independent Non-Executive Director)

•

Lara Naqushbandi (Independent Non-Executive Director)

•

Gervaise Slowey (Independent Non-Executive Director)

•

Ben Wilkinson (Chief Executive Officer)

•

Stuart Chapman (Executive Director)

•

Andrew Zimmermann (Chief Financial Officer)

The roles and biographies of the Directors in office as at the date of this

report are set out on pages 84 and 85. The appointment and replacement

of Directors is governed by the Company’s Articles of Association, the UK

Corporate Governance Code and the Companies Act 2006.

Regulation

The Company has three wholly owned subsidiaries which are

authorised and regulated by the UK Financial Conduct Authority:

(1) Esprit Capital Partners LLP (FRN: 451191) a full-scope AIFM and

investment manager of Molten Ventures plc; (2) Encore Ventures LLP

(FRN: 510101) a small authorised AIFM and investment manager of

the EIS Funds; and (3) Elderstreet Investments Limited (FRN: 148527) a

small authorised AIFM and manager to Molten Ventures VCT plc. Esprit

Capital Partners LLP does not employ any staff. Molten Ventures plc

employees provide services to the regulated entities named above via

services agreements.

Investment objective and

investment policy

The investment objective of the Group is to generate capital growth

for Molten Shareholders by the creation, funding, incubation and

development of high-growth technology businesses.

The Group intends to meet its investment objective by: (i) providing

early stage businesses with initial smaller rounds of seed and Series A

primary investments, co-investments and commitments to third party

seed funds; (ii) making larger Series B+ and later Series C+ primary

investments and co-investments for scaling technology companies;

and (iii) undertaking secondary transactions (including through the

acquisition of investment funds (private and/or public)).

The Group will seek exposure to early stage companies which

combine technology and service provision, are able to generate

strong margins through significant intellectual property or strong

barriers to entry, are scalable and require relatively modest investment.

The Molten Group will primarily seek exposure to developing

companies in, but not limited to, the following sectors of the digital

economy: consumer technology, enterprise technology, hardware &

deeptech, and digital health & wellness.

The Group’s main focus is on making investments in the UK and

Europe.

No investment will be made if its costs exceed 15 per cent. of the Gross

Portfolio Value at the time of investment. A further investment may be

made in an existing portfolio business provided the aggregate cost of

that investment and of all other unrealised investments in that portfolio

business does not exceed 15 per cent of the Gross Portfolio Value.

Dividends

The Group’s profit after tax for the year was £120.3 million (year ended

31 March 2025: loss of £1 million). The Directors’ current intention is to

reinvest any income received from investee companies as well as the

net proceeds of any realisations in the Group’s portfolio. Accordingly,

the Directors do not recommend the payment of a dividend in respect

of the financial year ended 31 March 2026.

128

ANNUAL REPORT FY26

Directors’ Report

Articles of Association

The rules governing the appointment and replacement of Directors can

be found in the Company’s Articles of Association (the “Articles”), which

may be amended by a special resolution of the Company’s Shareholders.

A copy of the Articles can be found on the Company’s website: investors.

moltenventures.com/investor-relations/plc/documents.

Directors’ indemnity provisions

As permitted by the Articles, the Directors have the benefit of an

indemnity, which is a qualifying third-party indemnity provision as

defined by Section 234 of the Companies Act 2006. The indemnity was

in force throughout the financial period and at the date of approval of

the financial statements.

The Company has purchased and maintained throughout the financial

period Directors’ and Officers’ liability insurance in respect of itself and

its Directors.

Compensation for loss of office

The Company does not have any agreements with any Executive

Director or employee that would provide compensation for loss of

office or employment resulting from a takeover except that provisions

of the Company share schemes may cause options and awards

outstanding under such schemes to vest on a takeover.

Political donations

The Company made no political donations during the year ended

31 March 2026.

Branches

The Company has a branch in the Republic of Ireland.

Share capital

At 31 March 2026, the Company’s issued share capital consisted of

189,046,450 (2025: 189,046,450) ordinary shares of £0.01 each. The

total number of Ordinary Shares in treasury was 14,921,377 and the total

number of voting rights in the Company was

174,125,073. Details of

the movements in issued share capital in the year are set out in Note 26

to the financial statements.

Ordinary Shareholders are entitled to receive notice of, and to attend

and speak at, any general meeting of the Company. On a show of

hands, every Shareholder present in person or by proxy (or being a

corporation represented by a duly authorised representative) shall

have one vote, and on a poll every Shareholder who is present in

person or by proxy shall have one vote for every share of which he

or she is the holder. The Notice of Annual General Meeting specifies

deadlines for exercising voting rights and appointing a proxy or

proxies.

The holders of ordinary shares are entitled to one vote per share at

meetings of the Company. There are no restrictions on the transfer of

shares. No Shareholder holds securities carrying any special rights or

control over the Company’s share capital.

The Directors are not aware of any agreements between holders of

the Company’s shares that may result in the restriction of the transfer

of securities or of voting rights. Shares held by the Company’s

Employee Benefit Trust rank pari passu with the shares in issue and

have no special rights, but voting rights and rights of acceptance of

any offer relating to the shares rest with the plan’s Trustees and are not

exercisable by employees.

Authority for the Company to issue

and make market purchases of

ordinary shares

At the Company’s AGM held on 8 July 2025, the Company was

generally and unconditionally authorised by its Shareholders to make

market purchases of up to a maximum of 18,170,428 of its ordinary

shares. The Company has repurchased 6,713,188 ordinary shares under

this authority, which is due to expire at the next AGM. Any shares

bought back have been held as treasury shares. The Company was

also granted authority to allot equity securities up to a nominal value of

£630,154.83 and to issue those shares for cash without offering those

shares to Shareholders in accordance with their statutory pre-emption

rights. In addition, a further aggregate nominal amount of £630,154.83

may be allotted in connection with an offer by way of a rights issue,

these powers will expire at the AGM to be held on 22 July 2026 and

renewal of the authorities will be sought at that AGM.

Change of control – significant

agreements

There are no significant agreements to which the Group is a party that

take effect, alter or terminate upon a change of control of the Group.

MOLTENVENTURES.COM

129

GOVERNANCE REPORT

Substantial shareholdings

Information provided to the Company by substantial shareholders pursuant to the FCA’s Disclosure Guidance and Transparency Rules (DTR)

is published via a Regulatory Information Service and are available on the Company’s website. The table below shows the interests in shares

(whether directly or indirectly held) disclosed to the Company in accordance with DTR 5.

At 31 March 2026

At 5 June 2026

Name of Shareholder

Number of

ordinary shares

of 1 pence each

held

Percentage of

total voting

rights held¹

Number of

ordinary shares

of 1 pence each

held

Percentage of

total voting

rights held¹

Saba Capital Management, L.P.

17,604,799

10.09

18,957,414

10.89

BlackRock, Inc.

16,353,538

9.21

–

National Treasury Management Agency, as controller and manager of the

Ireland Strategic Investment Fund (“ISIF”)

14,004,502

8.00

–

Bank of America Corporation

12,180,796

6.99

20,942,658

12.04

Schroders plc

8,927,199

5.83

–

Baillie Gifford

8,869,143

4.99

–

Border to Coast Pensions Partnership Ltd

8,707,378

4.99

–

Liontrust Investment Partners LLP

9,278,704

4.98

–

Canaccord Genuity Group Inc

7,615,956

4.98

–

The percentages are as stated by the Company making the disclosure and have not been updated to reflect the Company’s ongoing buyback programme.

This interest is held predominantly by way of a cash-settled total return swap and does not represent a direct holding of equity shares. Saba Capital Management, L.P. holds

voting rights over 256,342 shares (0.15%).

This interest is held predominantly by way of cash-settled equity swaps and securities lending arrangements and does not represent a direct holding of equity shares. Bank of

America Corporation holds voting rights over 102,367 shares (0.06%).

Going concern

The Directors confirm that they have a reasonable expectation that

the Group will have adequate resources to continue in operational

existence for at least the next 12 months from the date of the approval

of the financial statements and accordingly they continue to adopt the

going concern basis in preparing the financial statements. A statement

in compliance with provision 31 of the Code can be found on page 79.

External Auditors

As far as the Directors are aware, there is no relevant audit information

of which the Group’s Auditors are unaware, and each Director has taken

all reasonable steps that he or she ought to have taken as a Director in

order to make himself or herself aware of any relevant audit information

to establish that the Group’s Auditors are aware of that information.

PwC has indicated its willingness to continue in office as Auditors and

a resolution to re-appoint them will be proposed at the forthcoming

Annual General Meeting.

Post balance sheet events

Details of post balance sheet events can be found in Note 35 of the

financial statements on page 181.

Annual General Meeting

The next AGM of the Company will be held at 10:00 on 22 July 2026

at 4 More London Riverside, London, SE1 2AU. The notice convening

the meeting, together with details of the business to be considered

and explanatory notes for each resolution, will be published separately

and will be available on the Company’s website and distributed to

Shareholders who have elected to receive hard copies of Shareholder

information.

By order of the Directors

Gareth Faith

Company Secretary

9 June 2026

130

ANNUAL REPORT FY26

Directors’ Report

continued

The Directors are responsible for preparing the Annual Report and the financial statements in accordance

with applicable law and regulation.

Company law requires the Directors to prepare financial statements

for each financial year. Under that law the Directors have prepared

the group financial statements in accordance with UK-adopted

international accounting standards and the company financial

statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards,

comprising FRS 101 “Reduced Disclosure Framework”, and

applicable law).

Under company law, directors must not approve the financial

statements unless they are satisfied that they give a true and fair view

of the state of affairs of the Group and Company and of the profit

or loss of the Group and Company for that period. In preparing the

financial statements, the Directors are required to:

•

select suitable accounting policies and then apply them

consistently;

•

state whether applicable UK-adopted international accounting

standards have been followed for the group financial statements

and United Kingdom Accounting Standards, comprising FRS 101

have been followed for the company financial statements, subject

to any material departures disclosed and explained in the financial

statements;

•

make judgements and accounting estimates that are reasonable

and prudent; and

•

prepare the financial statements on the going concern basis unless

it is inappropriate to presume that the group and company will

continue in business.

The Directors are responsible for safeguarding the assets of the

group and company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting

records that are sufficient to show and explain the group’s and

company’s transactions and disclose with reasonable accuracy at any

time the financial position of the group and company and enable them

to ensure that the financial statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the

Company’s website. Legislation in the United Kingdom governing the

preparation and dissemination of financial statements may differ from

legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and Financial

Statements, taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders to assess the

Group’s and Company’s position and performance, business model

and strategy.

Each of the Directors, whose names and functions are listed in Board of

Directors section on pages 84 and 85 confirm that, to the best of their

knowledge:

•

the Group financial statements, which have been prepared in

accordance with UK-adopted international accounting standards

give a true and fair view of the assets, liabilities, financial position

and loss of the Group;

•

the Company financial statements, which have been prepared

in accordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets,

liabilities, financial position of the Company; and

•

the Strategic Report includes a fair review of the development and

performance of the business and the position of the Group and

Company, together with a description of the principal risks and

uncertainties that it faces.

By order of the Board

Andrew Zimmermann

Chief Financial Officer

9 June 2026

MOLTENVENTURES.COM

131

GOVERNANCE REPORT

Statement of Directors’ responsibilities

in respect of the financial statements

132

ANNUAL REPORT FY26

Contents

Financial Report

134

Independent Auditors’ Report

141

Consolidated statement

of comprehensive income

142

Consolidated statement of financial position

143

Consolidated statement of cash flows

144

Consolidated statement of changes in equity

145

Notes to the consolidated financial statements

182

Company statement of financial position

183

Company statement of changes in equity

184

Notes to the Company financial statements

191

Board, management and administration

192

Glossary

Financials

Attendees at Molten Corporate Innovation Event.

MOLTENVENTURES.COM

133

Report on the audit of the financial statements

Opinion

In our opinion:

•

Molten Ventures plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of

the state of the Group’s and of the Company’s affairs as at 31 March 2026 and of the Group’s profit and the Group’s cash flows for the year

then ended;

•

the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in

accordance with the provisions of the Companies Act 2006;

•

the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

•

the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report, which comprise:

•

the Consolidated and Company statements of financial position as at 31 March 2026;

•

the Consolidated statement of comprehensive income for the year then ended;

•

the Consolidated statement of cash flows for the year then ended;

•

the Consolidated and Company statements of changes in equity for the year then ended; and

•

the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Our opinion is consistent with our reporting to the Audit, Risk and Valuations Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under

ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the

audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements

in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

During the period, we identified that we had provided tax compliance services to Connect Ventures One LP (an investment of the Group, with a

majority holding acquired in September 2024) for £23,615 which are prohibited under paragraph 5.40 of the FRC Revised Ethical Standard 2024

and 2019. Upon identifying the inadvertent breach, we immediately ceased providing those prohibited services. We confirm that, based on our

assessment of the breach, nature and scope of the service and the subsequent action taken, the provision of this service has not, in our opinion,

adversely affected our professional judgement in connection with the audit report.

Other than the matter referred to above, to the best of our knowledge and belief, we declare that no non-audit services prohibited by the FRC’s

Revised Ethical Standard 2024 and 2019 or Article 5(1) of Regulation (EU) No 537/2014 were provided to the group or the parent company.

Our audit approach

Overview

Audit scope

•

The scope of our audit and the nature, timing and extent of audit procedures performed were determined by our risk assessment, the

significance of components due to risk or size and other qualitative factors (including history of misstatement through fraud and error). We

performed audit procedures over components considered to be significant due to risk or size in the context of the Group (full scope audit).

Key audit matters

•

Valuation of financial assets held at fair value through profit or loss (Group and Company).

Materiality

•

Overall Group materiality: £26.4m (2025: £24.7m) based on 2% of net assets.

•

Overall Company materiality: £25.1m (2025: £23.5m) based on 2% of net assets of the Company constrained by the allocation of overall Group

materiality.

•

Performance materiality: £19.9m (2025: £18.5m) (Group) and £18.9m (2025: £17.6m) (Company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

134

ANNUAL REPORT FY26

Independent Auditors’ report

to the members of Molten Ventures plc

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements

of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the

auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the

efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the

context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

This is not a complete list of all risks identified by our audit.

The key audit matters below are consistent with last year.

Key audit matter

How our audit addressed the key audit matter

Valuation of financial assets held at fair

value through profit or loss (Group and

Company)

Refer to Audit, Risk and Valuations

Committee Report, Note 4 (Material

accounting policy information), Note

5 (Critical accounting estimates and

judgements), Note 16 (Financial assets

held at fair value through profit and

loss), Note 29 (Fair value measurements).

The fair value of unquoted financial

assets (“portfolio company(s)” or

“investment(s)”) is an area of focus due

to the fact that unquoted investments

do not have readily determinable

prices and involve a number of

estimates and unobservable inputs.

As detailed in Note 30 (Financial

instruments risk) to the financial

statements the level of estimation

uncertainty can produce a valuation

range. The fair value of investments

is established in accordance with

UK-adopted international accounting

standards and with reference to

the International Private Equity and

Venture Capital Valuation Guidelines

issued by the International Private

Equity and Venture Capital Valuation

Board

(‘IPEV Guidelines’). The

valuation methodologies primarily

used by the Group are the ‘calibrated

price of recent investment’, ‘market

comparables’ and ‘NAV of underlying

fund’ approaches as detailed in Note

5 and 29 to the financial statements.

Whilst the underlying investments

are held within Molten funds or

other investment entities such as

Molten Ventures (Ireland) Limited,

management looks through these

vehicles to fair value the underlying

investments.

We understood and evaluated the valuation methodologies applied, by reference to industry

practice, guidelines and applicable accounting standards, and tested the techniques used by

management in determining the fair value of the investments.

For a sample of investments valued on ‘calibrated price of recent investment’ and ‘market

comparables’ valuation methodologies, we performed the following, where applicable:

•

Held discussions with management to understand the performance of the portfolio company,

and the key drivers of the valuation;

•

Discussed with management and challenged the methodology, key judgements and assumptions

adopted in the valuations, understanding whether alternatives had been considered and

evaluated before determining the final valuation;

•

Agreed recent transaction prices to supporting documentation such as purchase agreements,

funding drawdown requests or bank statements;

•

Reviewed management’s calibration analysis to evaluate post transaction performance against

relevant milestones and comparable public companies;

•

Obtained management information, board reports and external market data to validate

management’s calibration analysis and adjustments made, if any, to the recent transaction price

and challenged assumptions made, where appropriate;

•

Reviewed the comparable companies, and evaluated the range of comparable companies used

in the valuation and understood the rationale and consistency of discounts or premiums applied;

•

Verified market comparable revenue multiples to independent sources;

•

Performed back testing over portfolio company management accounts, comparing prior

reported results to audited accounts and/or forecasts to actual results to assess portfolio company

ability to appropriately report and forecast results;

•

Agreed inputs into the valuation model to financial information and board papers from the

portfolio companies and publicly available information and understood the basis for forecast

revenue figures used; and

•

Confirmed the capital structure with the portfolio company and reviewed the allocation of

value between the capital structure to ensure the amount attributable to the Group entities was

appropriate.

For a selection of investments where the Group invested capital into a separately managed fund (a

‘Fund’), and valuation is based on ‘NAV of underlying fund’ we:

•

Performed back testing by comparing the most recent audited financial statements to that

period's corresponding quarterly report to assess fund managers’ ability to accurately report the

net asset value of the Fund;

•

Confirmed the commitments and capital drawn down with the Fund;

•

Reviewed the latest investor reports of the Fund and agreed the net assets of the fund and

reperformed the valuation calculation for accuracy; and

•

Assessed the appropriateness of any adjustments necessary from the latest reported net asset

value to fair value.

We considered the appropriateness and adequacy of the disclosures around the estimation

uncertainty and sensitivities on the accounting estimates.

Based on the work performed and the evidence obtained, we consider the valuations to be

reasonable.

MOLTENVENTURES.COM

135

FINANCIALS

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a

whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they

operate.

We have performed a top-down scoping approach to assess group scoping, taking into consideration the Molten standalone company including

investment entities held at fair value, its consolidated subsidiaries, and the consolidation adjustments. As a result, Molten Ventures plc and the

consolidation adjustments are the main significant components within the Group due to their size. We have extended our scope to include three

additional components, namely, Esprit Capital Partners LLP, Encore Ventures LLP and Elderstreet Investments Limited based on our risk assessment.

The impact of climate risk on our audit

In planning our audit, we made enquiries with management to understand the extent of the potential impact of climate change risk on the

Group’s and Company’s financial statements. Management concluded that there was no material impact on the financial statements. Our

evaluation of this conclusion included challenging key judgements and estimates in areas where we considered that there was greatest potential

for climate change impact such as the valuation of unquoted investments. We found management’s assessment to be consistent with our

understanding of the investment portfolio. We also considered the consistency of the climate change disclosures included in the Strategic Report

with the financial statements and our knowledge from our audit.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together

with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the

individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the

financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements - Group

Financial statements - Company

Overall materiality

£26.4m (2025: £24.7m).

£25.1m (2025: £23.5m).

How we

determined it

2% of net assets

2% of net assets of the Company constrained by the

allocation of overall Group materiality

Rationale for

benchmark applied

Net assets is the primary measure used by the

shareholders in assessing the performance of the Group,

and is a generally accepted auditing benchmark for

a business such as the Group, which invests in other

businesses for capital appreciation.

Net assets is the primary measure used by the

shareholders in assessing the performance of the

Company, and is a generally accepted auditing

benchmark for a business such as the Company, which

invests in other businesses for capital appreciation.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of

materiality allocated across components was between £0.03m and £25.1m. Certain components were audited to a local statutory audit materiality

that was also less than our overall Group materiality.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and

extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance

materiality was 75% (2025: 75%) of overall materiality, amounting to £19.9m (2025: £18.5m) for the Group financial statements and £18.9m (2025:

£17.6m) for the Company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation

risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the Audit, Risk and Valuations Committee that we would report to them misstatements identified during our audit above £1.3m

(Group audit) (2025: £1.2m) and £1.3m (Company audit) (2025: £1.2m) as well as misstatements below those amounts that, in our view, warranted

reporting for qualitative reasons.

136

ANNUAL REPORT FY26

Independent Auditors’ report

to the members of Molten Ventures plc

continued

Conclusions relating to going concern

Our evaluation of the Directors’ assessment of the Group's and the Company’s ability to continue to adopt the going concern basis of accounting

included:

•

Obtained the Directors’ going concern assessment, attended the Audit, Risk and Valuations Committee meeting where the assessment was

discussed and corroborated key assumptions to underlying documentation, ensuring this was consistent with our audit work in these areas;

•

Assessed the appropriateness of the key assumptions used both in the base case and in the severe but plausible downside scenario, including

assessing whether we considered the downside sensitivities to be appropriately severe;

•

Tested the cash flows and the integrity of the underlying formulae and calculations within the going concern base case and severe but

plausible downside case cash flow models;

•

Considered the appropriateness of the mitigating actions available to management in the event of the downside scenario materialising.

Specifically, we focused on whether these actions are within the Directors’ control and are achievable;

•

Evaluated access to credit facilities through review of the facility agreements; and

•

Reviewed the disclosures provided relating to the going concern basis of preparation and found that these provided an explanation of the

Directors’ assessment that was consistent with the evidence we obtained.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or

collectively, may cast significant doubt on the Group's and the Company’s ability to continue as a going concern for a period of at least twelve

months from when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the

financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the Company's

ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw

attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the

going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report..

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon.

The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and,

accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether

the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to

be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the

work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have

nothing to report based on these responsibilities.

With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006

have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as

described below.

Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ Report for the

year ended 31 March 2026 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not

identify any material misstatements in the Strategic report and Directors’ Report.

Directors' Remuneration

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies

Act 2006.

MOLTENVENTURES.COM

137

FINANCIALS

Corporate governance statement

The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate

governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review.

Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other

information section of this report.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance

statement, included within the Governance Report is materially consistent with the financial statements and our knowledge obtained during the

audit, and we have nothing material to add or draw attention to in relation to:

•

The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

•

The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an

explanation of how these are being managed or mitigated;

•

The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of

accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability to continue to do so

over a period of at least twelve months from the date of approval of the financial statements;

•

The directors’ explanation as to their assessment of the Group's and Company’s prospects, the period this assessment covers and why the

period is appropriate; and

•

The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its

liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications

or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the Group and Company was substantially less in scope than an

audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement

is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with

the financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course of

the audit.

In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate

governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:

•

The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the

information necessary for the members to assess the Group’s and Company's position, performance, business model and strategy;

•

The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and

•

The section of the Annual Report describing the work of the Audit, Risk and Valuations Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Company’s compliance with the

Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the directors are responsible for the

preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The

directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free

from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either

intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether

due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a

guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

138

ANNUAL REPORT FY26

Independent Auditors’ report

to the members of Molten Ventures plc

continued

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,

outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of

detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related

to UK regulatory principles, such as those governed by the Financial Conduct Authority, and we considered the extent to which non-compliance

might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial

statements such as Companies Act 2006 and relevant UK and other tax legislation. We evaluated management’s incentives and opportunities for

fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related

to the posting of inappropriate journal entries and the potential for intentional bias in accounting estimates in the financial statements such as the

valuation of unquoted financial assets held at fair value through profit or loss. Audit procedures performed by the engagement team included:

•

Challenging assumptions and judgements made by management in their significant areas of estimation such as procedures relating to the

valuation of unquoted investments described in the related key audit matter;

•

Reviewing correspondence with the Financial Conduct Authority in relation to compliance with laws and regulations;

•

Enquiring with management as to any actual or suspected instances of fraud or non compliance with laws and regulations;

•

Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;

•

Identifying and testing journal entries with unusual characteristics such as unexpected account combinations; and

•

Reviewing relevant meeting minutes, including those of the Board of Directors, for additional matters relevant to the audit.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with

laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a

material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment

by, for example, forgery or intentional misrepresentations, or through collusion.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.

However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target

particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion

about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of

Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other

purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent

in writing.

MOLTENVENTURES.COM

139

FINANCIALS

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

•

we have not obtained all the information and explanations we require for our audit; or

•

adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches

not visited by us; or

•

certain disclosures of directors’ remuneration specified by law are not made; or

•

the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting

records and returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were first appointed by the Company for the financial year ended 31 March 2019. Our uninterrupted engagement covers eight financial years.

Other matter

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements

in an annual financial report prepared under the structured digital format required by DTR 4.1.15R - 4.1.18R and filed on the National Storage

Mechanism of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual

financial report has been prepared in accordance with those requirements.

Robert Hawkins (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

9 June 2026

140

ANNUAL REPORT FY26

Independent Auditors’ report

to the members of Molten Ventures plc

continued

Notes

Year ended

31 March 2026

31 March 2025

£m

Movements on investments held at fair value through profit or loss

141.6

22.7

Fee income

17.7

20.9

Total investment gain

159.3

43.6

Operating expenses

General administrative expenses

(24.5)

(28.4)

Depreciation and amortisation

15, 18

(0.5)

(0.3)

Share-based payments – resulting from Company share option scheme

(2.6)

(4.9)

Total operating expenses

(27.6)

(33.6)

Gain from operations

131.7

10.0

Finance income

2.1

2.9

Finance expense

(12.2)

(12.7)

Profit before tax

121.6

0.2

Tax expense

(1.3)

(1.0)

Profit/(loss) for the year

120.3

(0.8)

Other comprehensive income

–

Total comprehensive profit/(loss) for the year

120.3

(0.8)

Profit/(loss) per share attributable to owners of the parent:

Basic profit/(loss) per weighted average share

69p

(0p)

Diluted profit/(loss) per weighted average share

69p

(0p)

The consolidated financial statements should be read in conjunction with the accompanying notes.

Consolidated statement of comprehensive income

For the year ended 31 March 2026

MOLTENVENTURES.COM

141

FINANCIALS

Notes

Year ended

31 March 2026

31 March 2025

£m

Non-current assets

Intangible assets

10.4

Financial assets held at fair value through profit or loss

1,413.3

1,279.9

Property, plant and equipment

1.5

1.8

Total non-current assets

1,425.2

1,292.1

Current assets

Trade and other receivables

4.1

1.9

Cash and cash equivalents

51.7

89.0

Total current assets

55.8

90.9

Current liabilities

Trade and other payables

(13.2)

(13.1)

Financial liabilities

(10.4)

(0.3)

Total current liabilities

(23.6)

(13.4)

Non-current liabilities

Deferred tax

(13.0)

(12.7)

Provisions

(0.1)

Financial liabilities

(120.5)

(121.0)

Total non-current liabilities

(133.6)

(133.8)

Net assets

1,323.8

1,235.8

Equity

Share capital

1.9

Share premium account

671.2

Own shares reserve

26(i)

(62.7)

(27.8)

Other reserves

26(ii)

77.3

79.6

Retained earnings

636.1

510.9

Total equity

1,323.8

1,235.8

Net assets per share (pence)

760

671

The consolidated financial statements on pages 141 to 181 were approved by the Board of Directors on 9 June 2026 and signed on its behalf by:

Andrew Zimmermann

Chief Financial Officer

Molten Ventures plc registered number 09799594

Consolidated statement of financial position

As at 31 March 2026

142

ANNUAL REPORT FY26

Notes

Year ended

31 March 2026

31 March 2025

£m

Cash flows from operating activities

Profit/(Loss) after tax

120.3

(0.8)

Adjustments to reconcile profit/(loss) to net cash outflow in operating activities

(130.2)

(2.9)

Purchase of investments

(79.5)

(72.6)

Proceeds from disposals of investments

119.6

134.6

Net loans made to underlying investment vehicles and Group companies

(21.8)

(27.1)

Interest received

2.1

2.7

Net cash inflow from operating activities

10.5

33.9

Cash flows from investing activities

Purchase of property, plant and equipment

(0.2)

(0.4)

Net cash outflow from investing activities

(0.2)

(0.4)

Cash flows from financing activities

Loan proceeds

–

30.0

Fees paid on issuance of loan

23(i)

–

(0.9)

Interest paid

(12.2)

(11.3)

Disposal or transfer of shares by the Trust

26(i)

3.1

–

Acquisition of own shares

26(i)

(38.0)

(19.0)

Cost of acquisition of own shares

(0.1)

(0.2)

Repayments of leasing liabilities

(0.4)

(0.3)

Net cash outflow from financing activities

(47.6)

(1.7)

Net (decrease)/increase in cash and cash equivalents

(37.3)

31.8

Cash and cash equivalents at beginning of year

89.0

57.0

Exchange differences on cash and cash equivalents

–

0.2

Cash and cash equivalents at end of year

51.7

89.0

Total cash and cash equivalents and restricted cash at year end

51.7

89.0

The consolidated financial statements should be read in conjunction with the accompanying notes.

Consolidated statement of cash flows

For the year ended 31 March 2026

MOLTENVENTURES.COM

143

FINANCIALS

Year ended 31 March 2026

£m

Note

capital

premium

Own shares

reserve

Other

reserves

Retained

earnings

Total

equity

Brought forward as at 1 April 2025

1.9

671.2

(27.8)

79.6

510.9

1,235.8

Comprehensive income for

the year

Income for the year

–

120.3

Total comprehensive income for

the year

–

120.3

Contributions by and

distributions to the owners:

Share based payment expenses

14, 26

–

2.6

–

2.6

Options granted and awards

exercised

–

(1.7)

1.7

–

Options lapsed and expired

–

(3.2)

3.2

–

Disposal or transfer of shares by

the Trust

–

3.1

–

3.1

Acquisition of treasury shares

–

(38.0)

–

(38.0)

Total contributions by and

distributions to the owners

–

(34.9)

(2.3)

4.9

(32.3)

Balance as at 31 March 2026

1.9

671.2

(62.7)

77.3

636.1

1,323.8

Year ended 31 March 2025

£m

Note

capital

premium

Own shares

reserve

Other

reserves

Retained

earnings

Total

equity

Brought forward as at 1 April 2024

1.9

671.2

(8.8)

74.7

511.7

1,250.7

Comprehensive expense

for the year

Loss for the year

–

(0.8)

Total comprehensive expense

for the year

–

(0.8)

Contributions by and

distributions to the owners:

Options granted and awards

exercised

14, 26

–

4.9

–

4.9

Acquisition of treasury shares

–

(19.0)

–

(19.0)

Total contributions by and

distributions to the owners

–

(19.0)

4.9

–

(14.1)

Balance as at 31 March 2025

1.9

671.2

(27.8)

79.6

510.9

1,235.8

The consolidated financial statements should be read in conjunction with the accompanying notes.

Consolidated statement of changes in equity

For the year ended 31 March 2026

144

ANNUAL REPORT FY26

FINANCIALS

Notes to the consolidated financial statements

MOLTENVENTURES.COM

145

1. General information

Name of the Company

Molten Ventures plc

LEI code of the Company

213800IPCR3SAYJWSW10

Domicile of Company

United Kingdom

Legal form of the Company

Public limited company

Country of incorporation

United Kingdom

Address of Company’s registered office

20 Garrick Street, London, WC2E 9BT

Principal place of business

20 Garrick Street, London, WC2E 9BT

Description of nature of entity’s operations and principal activities

Venture capital firm

Name of parent entity

Molten Ventures plc

Name of ultimate parent of Group

Molten Ventures plc

Period covered by financial statements

1 April 2025 – 31 March 2026

Molten Ventures plc (the “Company”) is a public limited company incorporated and domiciled in England and Wales.

The Company is the ultimate parent company in which the results of all subsidiaries are consolidated in line with IFRS 10 (see Note 4(b) for further

details). The consolidated financial statements for the year ended 31 March 2026 and for the comparative year ended 31 March 2025 comprise the

consolidated financial statements of the Company and its subsidiaries (together, the “Group”).

The consolidated financial statements are presented in Pounds Sterling (GBP/£), which is the currency of the primary economic environment in

which the Group operates. All amounts are presented in millions, unless otherwise stated.

2. Going concern assessment and principal risks

Going concern

The Group’s primary sources of liquidity are the cash flows it generates from its operations, realisations of its investments and borrowings. The

primary use of this liquidity is to fund the Group’s operations (including the purchase of investments). Responsibility for liquidity risk management

rests with the Board, which has established a framework for the management of the Group’s funding and liquidity management requirements.

The Group manages liquidity risk by maintaining adequate reserves and with ongoing monitoring of forecast and actual cash flows. The Group

has undertaken a going concern assessment and the latest assessment showed sufficient headroom for liquidity for at least the next 12 months

from the date of signing of these financial statements.

The assessment of going concern considered both the Group’s current performance and future outlook, including:

•

An assessment of the Group’s liquidity and solvency position using a number of severe but plausible downside case to assess the potential

impact on the Group’s operations and portfolio companies. This downside scenario include (i) unpredictability of exit timing, being only

contractually committed realisations throughout the Going Concern period; (ii) portfolio company valuations subject to change, being a 25%

decrease in GPV to assess the impact on covenant compliance; and (iii) the impact of an additional 2% increase in interest rates to take SONIA

to 7.2%. The Group manages and monitors liquidity regularly and continually assesses investments, commitments, realisations, operating

expenses, and receipt of portfolio cash income including under stress scenarios ensuring liquidity is adequate and sufficient. As at the date

of signing, the Directors believe the Group has sufficient cash resources and liquidity, and is well placed to manage the business risks in the

current economic environment with the ability to utilise the Debt Facility as required.

•

The Group must comply with financial and non-financial covenants as part of its Debt Facility agreement (see Note 23(i) for further details). In

order to assess forecast covenant compliance, management have performed an assessment to identify the level at which covenants would

be breached. This is based on the current portfolio and assuming no intervention to manage a breach. For a breach to occur under these

circumstances, a 33% decrease in gross asset value would need to occur which would trigger debt repayment. The Directors do not consider

this to be plausible based on the performance in the year and the current outlook. Management action would be taken in advance of such a

significant decrease to the gross asset value such as the sale of investments in the secondaries market to repay the Debt Facility.

After making enquiries and following challenge and review, the Directors have a reasonable expectation that the Group has adequate resources

to continue in operational existence for 12 months from the date of approval of these financial statements. For this reason, they continue to adopt

the going concern basis in preparing the financial statements.

For further information, please refer to the Audit, Risk and Valuations Committee Report on pages 99 to 102 and the Directors’ Report on

pages 127 to 130.

Principal risks

The Group has reviewed its exposure to its principal risks and concluded that these did not have a significant impact on the financial performance

and/or position of the Group for the year and as at 31 March 2026, respectively. For further details on the Group’s principal risks, as well as its risk

management processes, please see the Risk Management and Principal Risks section in the Strategic Report to these financial statements.

Notes to the consolidated financial statements

continued

146

ANNUAL REPORT FY26

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

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial

statements are disclosed below. The Group intends to adopt these new and amended standards and interpretations, if applicable, when they

become effective.

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18, which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for

presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income

and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued

operations, whereof the first three are new.

It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new

requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS)

and the notes.

In addition, narrow-scope amendments have been made to IAS 7 Statement of Cash Flows, which include changing the starting point for

determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality

around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after 1 January 2027, but earlier application

is permitted and must be disclosed. IFRS 18 will apply retrospectively.

The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial

statements.

Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7

In May 2024, the Board issued Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7),

which clarifies that a financial liability is derecognised when the related obligation is discharged, cancelled, expires or the liability otherwise

qualifies for derecognition (the ‘settlement date’). It also allows for the option to derecognise financial liabilities that are settled through an

electronic payment system before settlement date if certain conditions are met. It also clarifies how to assess contractual cash flow characteristics

of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features, and the treatment

of non-recourse assets and contractually linked instruments.

Additional disclosures in IFRS 7 will also be required for financial assets and liabilities with contractual terms that reference a contingent event

(including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income The publication of the

amendments concludes the classification and measurement phase of the lASB’s post implementation review (PIR) of IFRS 9 Financial Instruments.

The amendments are effective for annual reporting periods beginning on or after 1 January 2026, with early adoption allowed for amendments

that relate to the classification of financial assets and the related disclosures. The rest of the amendments may be applied at a later date. The new

requirements will be applied retrospectively with an adjustment to opening retained earnings.

The Group does not consider there to be a material impact from the standards.

4. Material accounting policy information

a) Basis of preparation

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards (“IAS”) and the requirements of

the Companies Act 2006 as applicable to companies reporting under those standards.

The consolidated financial statements have been prepared under the historical cost convention as modified for the revaluation of certain financial

assets and financial liabilities held at fair value. A summary of the Group’s principal accounting policies, which have been applied consistently

across the Group, is set out below. The consolidated financial statements have been approved for issue by the Board of Directors on 9 June 2026.

The financial reporting framework that has been applied in the preparation of the Company’s financial statements (beginning on page 182) is

Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial statements have been prepared under the historical

cost convention, as modified by the revaluation of certain financial assets and financial liabilities measured at fair value through profit or loss, and

in accordance with the Companies Act 2006. The Company has taken advantage of disclosure exemptions available under FRS 101 as explained

further in Note 1 of the Company’s financial statements. The financial statements are prepared on a going concern basis as disclosed in the Audit,

Risk and Valuations Committee Report (pages 99 to 102), in the Directors’ Report (pages 127 to 130) and in Note 2.

In preparing the financial statements we have considered the impact of climate change, particularly in the context of the disclosures included

in the Strategic Report this year. There has not been a material impact on the financial reporting judgements and estimates arising from our

considerations. Specifically, we note the following:

•

We measure our full carbon footprint and have offset Scope 1 and Scope 2 and select Scope 3 emissions for the financial year (see more details

on page 61 of the Annual Report).

FINANCIALS

MOLTENVENTURES.COM

147

•

We continue to engage sustainability consulting partners to support us with respect to our sustainability roadmap including our Climate

Strategy, GHG verification and TCFD analysis.

•

As stated in Note 29, based on work performed so far, management have considered climate-related risks and consider these to be currently

immaterial to the value of our portfolio for FY26 (FY25: immaterial).

A summary of the Group’s principal accounting policies, which have been applied consistently across the Group, is set out below.

b) Basis of consolidation

The consolidated financial statements comprise the Company (Molten Ventures plc, 20 Garrick Street, London, England WC2E 9BT) and the results,

cash flows and changes in equity of the following subsidiary undertakings as well as the Molten Ventures Employee Benefit Trust:


Name of undertaking	Nature of business	Country of incorporation	% ownership
	AIFM to the Company and Irish co-investment limited	England and Wales	100%
Esprit Capital Partners LLP^	partnership
Elderstreet Holdings Limited^	Intermediate holding company	England and Wales	100%
Elderstreet Investments Limited^	AIFM to Molten Ventures VCT plc and Molten SP I LLP	England and Wales	100%
Grow Trustees Limited^	Trustee of the Group’s employment benefit trust	England and Wales	100%
Molten Ventures Advisors Limited^	Dormant	England and Wales	100%
Molten Ventures (Nominee) Limited^	Dormant	England and Wales	100%
Encore Ventures LLP^	AIFM to the Encore Funds	England and Wales	100%
Esprit Capital I (GP) Limited^¹	General Partner and co-invest vehicle	England and Wales	100%
Esprit Capital I General Partner^¹	General Partner	England and Wales	100%
Esprit Capital III Founder GP Limited*	General Partner	Scotland	100%
Esprit Capital III GP LP*	General Partner	Scotland	100%
Encore I Founder GP Limited † ¹	General Partner	Cayman Islands	100%
Encore I GP Limited † ¹	Intermediate holding company	Cayman Islands	100%
Esprit Capital Holdings Limited^	Dormant	England and Wales	100%
Esprit Nominees Limited^	Nominee company	England and Wales	100%
Esprit Capital I (CIP) Limited^¹	Dormant	England and Wales	100%
Esprit Capital III MLP LLP^	Intermediate holding company	England and Wales	100%
Esprit Capital III GP Limited^¹	General Partner (dormant)	England and Wales	100%
Molten East Fund I GP S.a.r.l (formally
Molten Ventures Growth Fund I GP S.a.r.l)	General Partner (dormant)	Luxembourg	100%
Molten East SP GP LLP (formally
Molten Ventures Growth SP GP LLP)	General Partner (dormant)	England and Wales	100%
Molten Ventures FoF I GP LLP^	General Partner	England and Wales	100%
Molten Ventures Investments GP LLP^	General Partner	England and Wales	100%
Molten Ventures Ireland (GP) LLP^	General Partner	England and Wales	100%
Forward Partners Group Limited^	Intermediate holding company	England and Wales	100%
Forward Partners Management Company	Intermediate holding company	England and Wales	100%
Limited^
Forward Partners Venture Advance Ltd^	Revenue-based financing	England and Wales	100%
Forward Partners General Partner Limited^	General Partner	England and Wales	100%
Forward Partners Carried Interest General	General Partner	Scotland	100%
Partner Limited*
FPGP Nominees Limited^	Dormant	England and Wales	100%

Esprit Capital I (GP) Limited, Esprit Capital I General Partner, Encore I Founder GP Limited, Encore I GP Limited, Esprit Capital I (CIP) Limited, and Esprit Capital III GP Limited have

been dissolved during the year

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

Notes to the consolidated financial statements

continued

4. Material accounting policy information

148

ANNUAL REPORT FY26

acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as

applicable. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling

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.

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 21. Exit strategies for the portfolio vary depending on each investment, with realisations occurring typically

five to ten years after the investment is made. Exit strategies for each of the portfolio companies are documented and discussed as part of regular

portfolio reviews. The Group reviews exit opportunities regularly and each member of the Deal Team is responsible for an exit thesis for the

investee companies they are responsible for prior to any investment being made. An exit thesis is set out in the original investment papers and

it is reiterated or amended thereafter, as appropriate, in the Group’s regular quarterly reports. Exit strategies for successful investments include

the sale of the investment via private placement or in a public market, IPO, trade sale of a company, and distributions to investors from funds

invested into. All exits are approved by a sub-committee of the Investment Committee, following a similar approval process to any approval of

a new investment, requiring a majority vote. Although Molten Ventures plc holds these investments indirectly, it has been deemed appropriate

to directly consider the investment strategies for the portfolio as the intermediary investment vehicles discussed below were formed to hold

investments on behalf of Molten Ventures plc. Molten Ventures plc evaluates its investments on a fair value basis and reports this financial

information to its Shareholders.

The Directors have also satisfied themselves that Molten Ventures plc’s wholly owned subsidiaries, as well as certain partnerships listed below,

meet the characteristics of an investment entity. Although they have one or two investors, in substance these partnerships and companies are

investing funds on behalf of the Shareholders of Molten Ventures plc. They have obtained funds for the purpose of acquiring equity interests

in high-growth technology businesses with the purpose of capital appreciation over the life of the investments for the benefit of Shareholders

of Molten Ventures plc and this has been communicated directly to the Shareholders. Exit strategies for investments (directly or indirectly)

are previously discussed. The Group evaluates its portfolio on a fair value basis and this financial information is communicated directly to the

Molten Ventures plc Shareholders. In line with the IFRS 10 consolidation exemption, entities meeting the definition of investment entity do not

consolidate certain subsidiaries and instead measure those investments that are controlling interests in another entity (i.e., their subsidiaries) as

investments held at fair value through profit or loss on the consolidated balance sheet. Loans to investment vehicles are treated as net investments

at fair value through profit or loss.

FINANCIALS

MOLTENVENTURES.COM

149

The following entities are controlled by the Group but are not consolidated and are instead held at fair value through profit or loss in the

consolidated statement of financial position


Name of undertaking	Principal activity	Country of incorporation	% ownership
Molten Ventures (Ireland) Limited 1	Investment entity	Republic of Ireland	100%
Esprit Capital III, L.P. 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments
Esprit Capital III B, L.P. 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments
Esprit Capital IV LP 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments
Esprit Investments (1) L.P. 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments

Esprit Investments (2) LP 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments
Esprit Investments (1)(B) LP 2	Limited partnership pursuant to which the Group
	and Molten Ventures FoF I LP hold Fund of Fund	England and Wales	100%
	investments
Esprit Investments (2)(B) LP 2	Limited partnership pursuant to which the Group
	and Molten Ventures FoF I LP hold Fund of Fund	England and Wales	100%
	investments
SC_4_OF1 LP 4	Limited partnership pursuant to which the Group holds	England and Wales	100%
	certain investments
Molten Ventures Investments LP 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments
Molten East Fund I SCSp 5	Limited partnership pursuant to which the Group makes	Luxembourg	100%
	certain investments (dormant)
Molten Ventures Holdings Ltd 2	Intermediate Company and Qualifying Asset Holding	England and Wales	100%
	Company (“QAHC”)
Esprit Investments (1)(B)(SC) LP 2	Limited partnership uses to hold the Group’s
	investments which were previously held by Seedcamp	England and Wales	100%
	Fund’s I and II
Esprit Investments (2)(B)(II) LP 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments
Molten Ventures FoF I LP 2	Limited partnership under the Group’s management	England and Wales	100%
	which makes Fund of Fund investments
Molten Ventures FoF II LP 2	Limited partnership under the Group’s management	England and Wales	100%
	which makes Fund of Fund investments
Molten Venture Investments (Ireland) I LP	Limited Partnership under the Group’s management	England and Wales	56%
	which makes Irish domiciled investments
Forward Partners 1 L.P. 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments
Forward Partners II L.P. 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments
Forward Partners III L.P. 2	Limited partnership pursuant to which the Group makes	England and Wales	100%
	certain investments
Connect Ventures One LP 6	Limited partnership pursuant to which the Group holds	England and Wales	96%
	certain investments

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.

12 Little Portland Street, 5th Floor, London, W1W 8BJ.

412F, Route d’Esch, Grand Duchy of Luxembourg, 1471, Luxembourg.

4th Floor, 140 Aldersgate Street, London, EC2Y 5AS, United Kingdom

Notes to the consolidated financial statements

continued

4. Material accounting policy information

150

ANNUAL REPORT FY26

Limited partnerships (carried interest and co-invest)

Carried interest vehicles and co-investment limited partnerships (“CIPs”) – the Group’s general partners are members of these limited partnerships.

These vehicles are set up with two purposes: 1) to facilitate payments of carried interest from the fund to carried interest participants; and 2)

in certain circumstances to facilitate co-investment into the funds. Carried interest and co-investment partnerships are investment entities and

are measured at FVTPL with reference to the performance conditions described in Note 4(u) and held at FVTPL, which equates to the net asset

value attributable to the Group, in the statement of financial position in line with our application of IFRS 10 for investment entities. The vehicles in

question are as follows:


Name of undertaking	Principal activity	Country of incorporation
Esprit Capital III Founder LP*	Co-investment limited partnership/carry partner	Scotland
Esprit Investments (2) (Carried Interest) LP*	Carry vehicle	Scotland
Esprit Capital III (Carried Interest) LP*	Carry vehicle	Scotland
Esprit Investments (1) (Carried Interest) LP*	Carry vehicle	Scotland
Molten East I Special Partner LP	Carry vehicle	Scotland
Molten Ventures Investments (Carried Interest) LP*	Carry vehicle	Scotland
Molten Ventures FoF I (Special Partner) LP*	Carry vehicle	Scotland
	Third Party Capital Investment vehicle structured as a
Molten SP I LLP †	limited liability partnership	England and Wales
Forward Partners Carried Interest L.P.*	Carry vehicle	Scotland

* 50 Lothian Road, Festival Square, Edinburgh, Scotland EH3 9WJ.

†

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.

EIS/VCT funds

Enterprise Investment Scheme funds and Molten Ventures VCT plc are managed by the Group. The Group has no direct beneficial interest in

the assets being managed and its sole exposure to variable returns are to performance fees payable on exits above a specified hurdle and

management fees based on subscriptions (and Promoter’s fees in certain cases), which is a small proportion of the total capital within each fund.

The Board believes that this results in an agency relationship with the funds where the Group acts as an agent, which is primarily engaged to act

on behalf, and for the benefit, of the fund investors rather than for its own benefit. Although the managers (Encore Ventures LLP – EIS funds,

Elderstreet Investments Limited – VCT fund and Molten SP I LLP) have the power to influence the returns generated by the fund, the Group only

has an insignificant interest in their returns. As a result, the Group is not deemed to control these managed funds and they are not consolidated.

The EIS/VCT funds have the following details:

EIS funds:

DFJ Esprit Angels’ EIS Co-Investment Fund, DFJ Esprit Angels’ EIS Co-Investment II, DFJ Esprit EIS III, DFJ Esprit EIS IV, Draper Esprit

EIS 5, Molten Ventures EIS and Molten Ventures Approved KI EIS Funds.

VCT funds:

Molten Ventures VCT plc – The Office Suite, Den House, Den Promenade, Teignmouth, United Kingdom, TQ14 8SY.

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Audit exemption for members of the Group

The following entities are included in the parent’s consolidated financial statements. As a result of section 479A of the Companies Act 2006, these

subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of financial statements under section 475 of the

Companies Act 2006.

Esprit Capital Holdings Limited, Molten Ventures (Nominee) Limited, Esprit Nominees Limited, Grow Trustees Limited, Esprit Capital III MLP LLP,

Esprit Capital III GP Limited, Esprit Capital III Founder GP Limited, Elderstreet Holdings Limited, Encore I GP Limited, Encore I Founder GP Limited,

Esprit Capital III GP LP, Molten East Fund I GP S.a.r.l (formally Molten Ventures Growth Fund I GP S.a.r.l), Molten East SP GP LLP (formally Molten

Ventures Growth SP GP LLP), Molten Ventures FoF I GP LLP, Molten Ventures Investments GP LLP, Forward Partners Management Company

Limited, Forward Partners Venture Advance Ltd, Forward Partners Group Limited, Forward Partners General Partner Limited and Forward Partners

Carried Interest General Partner Limited.

Esprit Foundation

Molten Ventures plc is the sole member of the Foundation. However, this is not controlled by Molten Ventures plc or the Group, as the Esprit

Foundation has a separate board of trustees with a separate governance and decision-making process.

A donation was received during the

year ended 31 March 2026 and 31 March 2025. A total of £0.5m in grants were made for the year ended 31 March 2026 (31 March 2025: 0.1m).

Charitable Incorporated Organisation status was entered onto the Register of Charities with the Registered Charity Number 1198436 on 30 March

2022. Stuart Chapman is one of, and a donor to, the three Trustees of the Esprit Foundation and is also an Executive Director on the Board of

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 and the Group’s Investment Committee reviews and approves (where appropriate) investments for all of the investment

portfolio in line with the strategy set by the Molten Ventures plc Board of Directors (approvals from the Molten Ventures plc Board of Directors

is required for higher value investments where the proposed value of the investment to be made by plc is above £3.0 million). Although the

managers of our EIS funds, VCT funds and plc funds have a separate management committee, the majority of those sitting on the committees are

consistent across all. Taking into account the above points, and in line with IFRS 8, the investment portfolio (across all funds) has been aggregated

into one single operating segment.

The majority of the Group’s revenues are not from interest, and Management does not primarily rely on net interest revenue to assess the

performance of the Group and make decisions about resource allocation. Therefore, the Group reports interest revenue separately from interest

expense.

The Group’s management considers the Group’s investment portfolio represents a coherent and diversified portfolio with similar economic

characteristics and as a result these individual investments have been aggregated into a single operating segment. In the view of the Directors,

there is accordingly one reportable segment under the provisions of IFRS 8.

d) Revenue recognition

Revenue is comprised of management fees from EIS/VCT funds and Molten SP I LLP, as well as performance fees and promoter fees. Priority Profit

Share is incorporated within management fees, presented as management fees charged on the underlying investment vehicles.

Revenue is also generated from Directors’ fees from a small number of portfolio companies where members of the Investment Team act as

Directors for portfolio companies.

Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring

services to a customer.

For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract;

determines the transaction price which takes into account the time value of money; allocates the transaction price to the separate performance

obligations on the basis of the relative standalone selling price of each distinct service to be delivered; and recognises revenue when or as each

performance obligation is satisfied in a manner that depicts the transfer to the customer of the services promised.

All revenue from services is generated within the UK and is stated exclusive of value added tax.

Notes to the consolidated financial statements

continued

4. Material accounting policy information

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ANNUAL REPORT FY26

Revenue presented as fee income are services comprised of:

Management fees (Priority Profit Share)

Management fees are earned by General Partners of Limited Partnerships, through a Priority Profit Share arrangement. The basis of calculation of

fund management fees differs depending on the fund and its stage. Fund management fees are either earned at a fixed annual rate or are set at a

fixed percentage of funds under management, measured by commitments or invested cost, depending on the stage of the fund being managed.

Revenues are recognised as the related services are provided.

ii.

Management fees earned by Encore Ventures LLP.

Fund Close April 2019 and prior.

Management fees are chargeable, annually in advance,

Net Subscription for the first four years of the life of the portfolio. A portion of cash

received from investors is set aside at the outset and used to settle the management fees as they become due.

For these Fund Closes, the transaction price is fixed for the life of the contract and management fees are recognised over the estimated life of the

portfolio.

Fund Close July 2019 onwards.

Management fees are chargeable, annually in advance, on Net Subscription for the first five years of the life of the portfolio. Thereafter,

management fees are charged on the cost of investments remaining in the investor’s portfolio (subject to a minimum annual charge).

A portion of cash received from investors is set aside at the outset and used to settle management fees in the first 2.75 years of the life of the

portfolio as they become due. Once this cash is utilised, management fees are deducted from cash proceeds generated by exits. If no proceeds

are received, these fees will not be charged.

For these Fund Closes, management fees in the first 2.75 are recognised in the period for which they are receivable. Management fees relating to

later periods are only recognised when an exit takes place and their recoverability becomes highly probable.

iii.

Performance fees

Performance fees are earned on a percentage of returns over a hurdle rate. These are recognised in the statement of comprehensive income on

realisation of underlying investment. Amounts are recognised as revenue when it can be reliably measured and is highly probable funds will flow

to the Group, which is generally at the point of invoicing or shortly before due to the unpredictability associated with realisations but is assessed

on a case-by-case basis.

iv.

Promoter’s fees

Promoter’s fees are earned by Elderstreet Investments Limited, as manager of the VCT funds, based on amounts subscribed during each offer.

Fees are agreed on an offer-by-offer basis and are receivable when the shares are allotted. Elderstreet Investments Limited may also be entitled

to promoter’s fees when it promotes offers for new subscriptions into the funds it manages. Promoter’s fees are earned at a percentage of

subscriptions received. Revenue is recognised in full at the time valid subscriptions are received.

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.

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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:

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.

Notes to the consolidated financial statements

continued

4. Material accounting policy information

154

ANNUAL REPORT FY26

Financial assets through profit or loss

A financial asset may be designated as at FVTPL upon initial recognition if:

such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

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

it forms part of a contract containing one or more embedded derivatives, and IFRS 9 ‘Financial Instruments’ permits the entire combined

contract (asset or liability) to be designated as at FVTPL.

The Group considers its investment interests referred to in Note 4(b) are appropriately designated as at FVTPL as they meet criteria (b) above.

Further details of the accounting policy can be found in Note 29, Fair value measurements. Financial assets through profit or loss are accounted for

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 23(i) for further detail regarding the debt facility.

The carrying amount of borrowings is deemed to be presented at amortised cost as the fair value of future cash flows have not been

incorporated.

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.

Group shares acquired as part of Molten’s share buyback programme are recognised at cost and deducted from equity. No gain or loss is

recognised in the Statement of Comprehensive Income on the purchase, sale, issue or cancellation of the Group's own equity instruments.

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.

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Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately

before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income is charged with

the fair value of goods and services received.

The employee share option plans are administered by the Molten Ventures Employee Benefit Trust, which is consolidated in accordance with the

principles in Note 4(b).

p) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of

comprehensive income because it excludes items of income or expense that are taxable or deductible in other years, and it further excludes

items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively

enacted by the balance sheet date.

q) Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial

statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method.

Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that

it is probable that taxable profits will be available, against which deductible temporary differences can be utilised. Such assets and liabilities are

not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business

combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint

ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will

not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and

interests are only recognised to the extent that it is probable that there will be sufficient taxable profits, against which to utilise the benefits of the

temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that

sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on

tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the income

statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also dealt with in

other comprehensive income.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group

expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities

are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when they relate to income taxes

levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

r) Property, plant and equipment

Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised to write

off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method, on the following basis:

•

Leasehold improvements – over the term of the lease

•

Fixtures and equipment – 33% per annum straight line

•

Computer equipment – 33% per annum straight line

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any

changes in estimate accounted for on a prospective basis.

s) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, and short-term highly liquid money market funds and deposits with a maturity of

three months or less, that are held for the purpose of meeting short-term cash commitments and are readily convertible to a known amount of

cash and subject to an insignificant risk of changes in value.

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.

continued

4. Material accounting policy information

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 29 for further information on amounts that have been attributed to the Group.

Carried interest is measured at FVTPL with reference to the performance conditions described above. This is deducted from the gross value of

our portfolio as an input to determine the fair value of our investment vehicles, which are held at FVTPL in the statement of financial position in

line with our application of IFRS 10 for investment entities. The external carry is deducted as it will be paid to members external to the Group from

proceeds of investments on realisation. Where the Group has a holding in the carried interest, this is recognised at FVTPL.

v) Fair value movement

Management uses valuation techniques to determine the fair value of financial assets. This involves developing estimates and assumptions

consistent with how market participants would price the assets. Management bases its assumptions on observable data as far as possible, but this

is not always available, in that case, management uses the best information available. Estimated fair values may vary from the amount which may

be received as consideration for investments in normal market conditions, between two willing parties, at the reporting date (See Note 5(a)).

w) Exceptional items

The Group classifies items of income and expenditure as exceptional when the nature of the item or its size is likely to be material, to assist the

reader of the financial statements to better understand the results of the operations of the Group. Such items by their nature are not expected to

recur and are shown separately on the face of the consolidated statement of comprehensive income.

5. Critical accounting estimates and judgements

The Directors have made the following judgements and estimates that have had the most significant effect on the carrying amounts of the assets

and liabilities in the consolidated financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the

revision and future periods if the revision affects both current and future periods. Actual results may differ from estimates. The key estimate, (5)

(a), and judgement, (5)(b), are discussed below. There have been no new critical accounting estimates and judgements in the financial year ended

31 March 2026.

Estimates:

a. Valuation of unquoted equity investments at fair value through profit or loss

The Group invests into Limited Companies and Limited Partnerships, which are considered to be investment companies that invest for the benefit

of the Group. These investment companies are measured at fair value through profit or loss based on their net asset value (“NAV”) at the year-

end. The Group controls these entities and is responsible for preparing their NAV, which is mostly based on the valuation of their unquoted

investments. The Group’s valuation of investments measured at fair value through profit or loss is, therefore, dependent upon estimations of the

valuation of the underlying portfolio companies.

The Group, through its controlled investment companies also invests in investment funds, which primarily focus on seed investments. These

investments are considered to be “Fund of Fund investments” for the Group and are recognised at their NAV at the year-end date. These Fund

of Fund investments are not controlled by the Group and some do not have coterminous year-ends with the Group. To value these investments,

management obtains the latest audited financial statements or partner reports of the investments and discusses further movements with the

management of the funds following consideration of whether the funds follow the IPEV Guidelines.

Where the Fund of Funds hold investments that are individually material to the Group, management perform further procedures to determine

that the valuation of these investments has been prepared in accordance with the Group’s valuation policies for portfolio companies, as outlined

below, and these valuations will be adjusted by the Group where necessary based on the Group valuation policy for portfolio companies.

156

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Notes to the consolidated financial statements

continued

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The estimates required to determine the appropriate valuation methodology of investments means there is a risk of material adjustment to the

carrying amounts of assets and liabilities. These estimates include whether to increase or decrease investment valuations and require the use of

assumptions about the carrying amounts of assets and liabilities that are not readily available or observable.

The fair value of investments is established with reference to the IPEV Guidelines. An assessment will be made at each measurement date as to the

most appropriate valuation methodology.

The Group invests in early-stage and growth technology companies, through predominantly unlisted securities. Given the nature of these

investments, there are often no current or short-term future earnings or positive cash flows. Consequently, although not considered to be the

default valuation technique, the appropriate approach to determine fair value may be based on a methodology with reference to observable

market data, being the price of the most recent transaction. Fair value estimates that are based on observable market data will be of greater

reliability than those based on estimates and assumptions and, accordingly, where there have been recent investments by third parties, the price

of that investment will generally provide a basis of the valuation.

If this methodology is used, its initial use and the length of period for which it remains appropriate to use the calibration of last round price

depends on the specific circumstances of the investment, and the Group will consider whether this basis remains appropriate each time valuations

are reviewed. In addition, the inputs to the valuation model (e.g. revenue, comparable peer group, product roadmap, and other milestones) will

be recalibrated to assess the appropriateness of the methodology used in relation to the market performance and technical/product milestones

since the round and the company’s trading performance relative to the expectations of the round.

The Group considers alternative methodologies in the IPEV Guidelines, being principally price-revenue or price-earnings multiples, depending

upon the stage of the asset, requiring management to make assumptions over the timing and nature of future revenues and earnings when

calculating fair value. When using multiples, we consider public traded multiples as at measurement date (31 March 2026 for this report) in similar

lines of business, which are adjusted based on the relative growth potential and risk profile of the subject company versus the market and to

reflect the degree of control and lack of marketability as well as considering company performance against milestones (e.g. financial/technical/

product milestones).

The equity values of our portfolio companies are generally assessed via the methodologies described above. For direct investments, the equity

values are run through their relevant waterfalls to assess the fair value of the investment to Molten Ventures under the current value methodology.

Other methodologies would be considered if appropriate.

In all cases, valuations are based on the judgement of the Directors after consideration of the above and upon available information believed

to be reliable, which may be affected by conditions in the financial markets. Due to the inherent uncertainty of the investment valuations, the

estimated values may differ significantly from the values that would have been used, had a ready market for the investments existed, and the

differences could be material. Due to this uncertainty, the Group may not be able to sell its investments at the carrying value in these financial

statements when it desires to do so or to realise what it perceives to be fair value in the event of a sale. See Note 29(iv) for information on

unobservable inputs used and sensitivity analysis on investments held at fair value through profit or loss.

Judgement:

b. The Company and certain subsidiaries as an investment entity

The Group has a number of entities within its corporate structure and a judgement has been made regarding which should be consolidated in

accordance with IFRS 10, and which should not. The Group consolidates all entities where it has control, as defined by IFRS 10, over the following:

•

power over the investee to significantly direct the activities;

•

exposure, or rights, to variable returns from its involvement with the investee; and

•

the ability to use its power over the investee to affect the amount of the investor’s returns.

The Company does not consolidate qualifying investment entities it controls in accordance with IFRS 10 and instead recognises them as

investments held at fair value through profit or loss. An investment entity, as defined by IFRS 10, is an entity that:

•

obtains funds from one or more investors for the purpose of providing those investor(s) with the investment management services;

•

commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or

both; and

•

measures and evaluates the performance of substantially all of its investments on a fair value basis.

When judging whether an entity within the Group is an investment entity, the Group structure as a whole is considered. As a Group, the

investment entities listed in Note 4(b) have the characteristics of an investment entity. This is because the Group has:

•

more than one investment;

•

more than one investor;

•

unrelated investors; and

•

equity ownership interests.

See Note 4(b) for further details on the consolidation status of entities.

Notes to the consolidated financial statements

continued

158

ANNUAL REPORT FY26

6. Movements on investments held at fair value through profit or loss


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Movement in unrealised gains/(losses) on investments held at fair value through profit or loss	45.9	(15.7)
Movement in realised gains on investments held at fair value through profit or loss	79.5	60.0
Net foreign exchange gains/(losses) on investments held at fair value through profit or loss	16.2	(21.6)
Total movements on investments held at fair value through profit or loss	141.6	22.7

7. Fee income

Revenue is derived solely within the UK, from continuing operations for all years. An analysis of the Group’s revenue is as follows:


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Management fees	15.9	18.1
Performance fees	1.2	1.7
Promoter’s fees	0.5	0.3
Directors’ and other fees	0.1	0.8
Total fee income	17.7	20.9

8. General administrative expenses

Administrative expenses comprise:


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Employee and employee related expenses (Note 9)	16.6	19.0
Legal and professional	3.0	4.1
Performance fees payable	1.1	1.3
Operational and support costs	2.6	3.0
Other administrative costs	1.2	1.0
Total administrative expenses	24.5	28.4

A total of £0.9 million of employee-related expenses in the year ended 31 March 2026 (31 March 2025: £1.7 million) relates to non-recurring costs.

The current year amount relates entirely to employee and setup costs associated with the establishment of a new investment capability (Molten East)

(31 March 2025: £1.2 million).

The Molten East costs, whilst currently expensed, are expected to be recovered from the Molten East Fund following its launch.

The employee related amounts above are included within wages and salaries and related employee benefit lines in Note 9.

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9. Employee and employee-related expenses

Employee benefit expenses (including Directors) comprise:


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Wages and salaries	12.2	15.2
Pension costs – defined contribution plans	1.2	1.2
Benefits (healthcare and life assurance)	0.6	0.4
Recruitment costs	0.4	0.1
Social security costs	2.2	2.1
General employee and employee-related expenses	16.6	19.0
Share-based payments – resulting from Company share option scheme	2.6	4.9
Total employee benefit expenses	19.2	23.9

The monthly average number of persons (including Executive and Non-Executive Directors) employed by the Group during the year was:


	Year ended	Year ended
	31 March 2026	31 March 2025
	Number	Number
Executive Directors	3	3
Non-Executive Directors	5	5
Investment	20	22
Infrastructure	30	32
Total	58	62

At 31 March 2026, there were five Non-Executive Directors (31 March 2025: five). See Nomination Committee report for further details of changes

in the year.

The total remuneration paid to Senior Management and Material Risk takers (14 members of staff in total, as defined in FCA rules) was £6.4 million

during the year, excluding any carried interest payments which are disclosed separately in the Director’s remunerations reported and Note 31.

Infrastructure comprises finance, marketing, human resources, legal, sustainability, investor relations and administration.

10. Auditor’s remuneration

The profit for the year has been arrived at after charging:


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Fees paid to the Company’s auditor for the audit of the Company and Group consolidated financial statements	0.6	0.5
Fees payable to the Company’s auditors and associates for other services:
Audit of the financial statements of the subsidiaries and related undertakings	0.2	0.3
Audit-related assurance services	0.1	0.1
Total fees payable to the Company’s auditors	0.9	0.9

Audit-related assurance services paid to the Company’s Auditors in the year were £0.03m related to CASS reporting to the FCA in respect of

certain subsidiaries (for the year ended 31 March 2025: £0.03m), £0.08m in respect of the review of the Group’s interim financial statements (for the

year ended 31 March 2025: £0.08m).

For the year ended 31 March 2026, the Group paid Grant Thornton £0.3m for other non assurance services relating to tax compliance and tax

return preparation (for the year ended 31 March 2025: £0.3m). Fees were paid in the year to Grant Thornton for the audit of the Group subsidiaries

were Nil (for the year ended 31 March 2025: £0.01m).

During the year, PricewaterhouseCoopers LLP provided non-audit services amounting to £0.02m (2025: £Nil) in respect of tax compliance services

to Connect Ventures One LP, an investment of the Group.

Notes to the consolidated financial statements

continued

160

ANNUAL REPORT FY26

11. Net finance expense


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Interest and expenses on loans and borrowings	(12.1)	(12.6)
Interest on leases (Note 23(ii))	(0.1)	(0.1)
Net foreign exchange loss	–	–
Finance expense	(12.2)	(12.7)
Interest income on cash and cash equivalents	2.1	2.7
Net foreign exchange gain	–	0.2
Finance income	2.1	2.9
Net finance expense	(10.1)	(9.8)

12. Tax expense

The charge to tax, which arises in the Group and the corporate subsidiaries included within these financial statements, is:


	Year ended	Year ended
	31 March 2026	31 March2025
	£m	£m
Current tax expense
Current tax on profits for the year	(1.0)	–
Total current tax expense	(1.0)	–
Deferred tax (expense)/benefit
Movement on deferred tax (note 24)	(0.3)	(1.0)
Total deferred tax expense	(0.3)	(1.0)
Income tax expense	(1.3)	(1.0)

The UK standard rate of corporation tax is 25% as at year-end (for the year ended 31 March 2025: 25%). The reasons for the difference between the

actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profit for the year before tax are as follows:


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Profit for the year before tax	121.6	0.2
Tax at the UK tax rate of 25% (31 March 2025: 25%)	30.4	0.1
Gains on investments	(35.4)	(5.7)
Movement on deferred tax (note 24)	(0.3)	(1.0)
Other	4.0	5.6
Income tax expense	(1.3)	(1.0)

The standard rate of corporation tax will remain at 25% for the 2025/2026 tax year.

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13. Earnings/(loss) per share and net asset value

The calculation of basic earnings per weighted average shares is based on the profit attributable to Shareholders and the weighted average

number of shares. When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effect of all

dilutive share options and awards.

Basic earnings/(loss) per ordinary share


	Profit/(Loss)
	after tax	No. of shares	Pence
	£m	m	per share
For the year ended 31 March 2026	120.3	174.1	69.1
For the year ended 31 March 2025	(0.8)	184.2	(0.4)

Diluted earnings/(loss) per ordinary share


	Profit/(Loss)
	after tax	No. of shares 1	Pence
	£m	m	per share
For the year ended 31 March 2026	120.3	175.3	68.6
For the year ended 31 March 2025	(0.8)	184.8	(0.4)

The basic number of shares is 174.1 million (FY25: 184.2 million), which has been adjusted for treasury shares of

14.9

million (FY25: 4.9 million). Please see Note 26 for further details.

Diluted shares have been calculated after adjusting for share options of 1.1 million in the year (FY25: 0.6 million), resulting in a diluted number of 175.3 million (FY25: 184.8 million).

Net asset value per share is based on the net asset attributable to Shareholders and the number of shares at the relevant reporting date. When

calculating the diluted earnings per share, the number of shares in issue at balance sheet date is adjusted for the effect of all dilutive share options

and awards.

Net asset value per ordinary share


	Net assets	No. of shares	Pence
	£m	m	per share
As at 31 March 2026	1,323.8	174.1	760.0
As at 31 March 2025	1,235.8	184.2	671.0

Diluted net asset value per ordinary share


	Net assets	No. of shares 1	Pence
	£m	m	per share
As at 31 March 2026	1,323.8	175.3	755.0
As at 31 March 2025	1,235.8	184.8	669.0

The basic number of shares is 174.1 million (FY25: 184.2 million), which has been adjusted for treasury shares of

14.9

million (FY25: 4.9 million). Please see Note 26 for further details.

Diluted shares have been calculated after adjusting for share options of 1.1 million in the year (FY25: 0.6 million), resulting in a diluted number of 175.3 million (FY25: 184.8 million).

Notes to the consolidated financial statements

continued

162

ANNUAL REPORT FY26

14. Share-based payments


									Fair
									value per
		b/f	Granted in	Lapsed in	Exercised	c/f		Exercise	granted
	Date of	1 April 2025	the year	the year	in the year	31 Mar 2026	Vesting	price	instrument
	Grant	(No.)	(No.)	(No.)	(No.)	(No.)	period	(pence)	(pence)
	28–Nov–16	499,320	–	–	(326,385)	172,935	3 years	355	64.1
Molten Ventures	11–Nov–17	120,000	–	–	–	120,000	3 years	530	89.3
plc 2016 Company	28–Nov–17	306,384	–	–	(41,549)	264,835	3 years	387	70.9
Share Option Scheme	30–Jul–18	650,750	–	(109,600)	–	541,150	3 years	530	67.8
(“CSOP”)	12–Feb–19	546,868	–	(80,000)	–	466,868	3 years	449	81.2
	26–Jul–21	28,754	–	(1,522)	(6,088)	21,144	1 year	1	986
	29–Jun–20	123,774	–	–	(46,275)	77,499	3 years	1	449
	29–Jun–20	131,359	–	–	(94,744)	36,615	3 years	1	81
	16–Jul–21	118,187	–	(544)	(19,480)	98,163	3 years	1	940
	17–Jun–22	373,006	–	(373,006)	–	–	3 years	1	540
	17–Jun–22	543,609	–	(543,609)	–	–	3 years*	1	540
	22–Jun–23	77,849	–	(77,849)	–	–	2 years	1	241
Molten Ventures plc	22–Jun–23	113,453	–	(113,453)	–	–	2 years	1	447
Long-Term Incentive	23–Jun–23	2,156,156	–	(418,690)	–	1,737,466	3 years	1	274
Plan (“LTIP”)	19–Jun–24	803,099	–	(234,383)	–	568,716	3 years	1	359
	28–Jun–24	768,153	–	(130,389)	–	637,764	3 years	1	365
	01–Sep–24	51,582	–	–	–	51,582	3 years	1	409
	03–Dec–24	30,669	–	–	–	30,669	3 years	1	271
	20–Jun–25	–	1,056,892	–	–	1,056,892	3 years	1	197
	20–Jun–25	–	848,106	(162,299)	–	685,807	3 years	1	292
	20–Jun–25	–	62,292	–	–	62,292	3 years	1	291
	17–Jun–22	211,110	–	–	(150,925)	60,185	2 years	1	540
Molten Ventures plc	22–Jun–23	44,058	–	–	(31,498)	12,560	2 years	1	241
Deferred Benefit Plan
(“DBP”)	19–Jun–24	174,070	–	–	–	174,070	2 years	1	401
	20–Jun–25	–	327,023	–	–	327,023	2 years	1	292
Total		7,872,210	2,294,313	(2,245,344)	(716,944)	7,204,235

* This is a vesting period of three years and a further two-year holding period.

Set out below are summaries of options granted under the plan


	Year ended	Year ended
	31 March 2026	31 March 2025
As at 1 April	7,872,210	6,983,618
Granted during the year	2,294,313	1,994,088
Lapsed in the year	(2,245,344)	(1,079,400)
Exercised during the year	(716,944)	(26,096)
As at 31 March	7,204,235	7,872,210

The CSOP, LTIP and DBP are, as of 31 March 2026, partly administered by the Molten Ventures Employee Benefit Trust (“Trust”). The Trust is

consolidated in these consolidated financial statements. The Trust may purchase shares from the market and, from time to time, when the options

are exercised, the Trust transfers the appropriate number of shares to the employee or sells these as agent for the employee. The proceeds

received, net of any directly attributable transaction costs, are credited directly to equity. Shares held by the Trust at the end of the reporting

period are shown as own shares in the consolidated financial statements (see Note 26(i)). Of the 716,944 options exercised during the year, none

were satisfied with new ordinary shares issued by Molten Ventures plc (FY25: 26,096) options exercised with no new ordinary shares issued). All

outstanding options have been assessed to be reportable as equity-settled.

The options granted under the LTIP have an exercise price of 1p per share and are subject to performance conditions for Directors. Additional

share options awarded to employees under the LTIP also have an exercise price of 1p per share and are subject to performance conditions based

on either total shareholder return vs the FTSE 250 and assets under management, or Group NAV.

The fair value of the LTIP shares is valued using the Black–Scholes model, which includes a Monte Carlo simulation model. A six-monthly review

takes place of non-market performance conditions and, as at 31 March 2026, the best estimate for expected vesting of unvested share options

is 52%.

The options awarded under the DBP also have an exercise price of 1p each and are subject to a two-year deferral period before they can be

exercised. FY26 bonus amounts were paid in cash for an amount up to 100% (FY25: 100%) of each Director’s salary, with the balance being paid

in the form of a deferred share award over a number of shares calculated based on the Volume Weighted Average Price per share for the five

trading days immediately prior to the date of grant. The deferral period under the bonus scheme is two years from the date of the award. See the

Directors’ Remuneration Report on pages 103 to 127 for further details.

FINANCIALS

MOLTENVENTURES.COM

163

Vesting is not subject to any further performance conditions (other than continued employment at the date of vesting). The Black–Scholes Option

Pricing Model has been used for valuation purposes.

The share-based payment charge for the year is £2.6 million (year ended 31 March 2025: £4.9 million).

15. Intangible assets


		Customer
	Goodwill	contracts	Total
As at 31 March 2026	£m	£m	£m
Cost
Cost carried forward as at 1 April 2025	10.4	1.1	11.5
Additions during the period	–	–	–
Cost as at 31 March 2026	10.4	1.1	11.5
Accumulated amortisation
Amortisation carried forward as at 1 April 2025	–	(1.1)	(1.1)
Charge for the period	–	–	–
Accumulated amortisation as at 31 March 2026	–	(1.1)	(1.1)
Net book value:
As at 31 March 2026	10.4	–	10.4


		Customer
	Goodwill	contracts	Total
As at 31 March 2025	£m	£m	£m
Cost
Cost carried forward as at 1 April 2024	10.4	1.1	11.5
Additions during the period	–	–	–
Cost as at 31 March 2025	10.4	1.1	11.5
Accumulated amortisation
Amortisation carried forward as at 1 April 2024	–	(1.0)	(1.0)
Charge for the period	–	(0.1)	(0.1)
Accumulated amortisation as at 31 March 2025	–	(1.1)	(1.1)
Net book value:
As at 31 March 2025	10.4	–	10.4

The 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 29. The table below sets out the movement in the balance sheet value of investments from the

start to the end of the year, showing investments made, cash receipts and fair value movements.


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
As at 1 April	1,279.9	1,292.1
Investments made in the period1	89.5	72.6
Realisation of investments during the year	(119.6)	(134.6)
Carry external	7.8	12.4
Portfolio Deferred tax	(1.4)	–
Non-investment cash movements	14.1	14.7
Unrealised gains/(losses) on the revaluation of investments	143.0	22.7
As at 31 March	1,413.3	1,279.9

Total investments made in the period includes £10m of deferred consideration arising from the acquisition of the remaining holdings in Molten Ventures FOF I LP.

Notes to the consolidated financial statements

continued

164

ANNUAL REPORT FY26

17. Significant holdings in undertakings other than subsidiary undertakings

For further details of other related undertakings within the Group, see Note 4(b).

Please see below details of investments held by the Group’s investment companies, where the ownership percentage or partnership interest

exceeds 20%. These are held at fair value through the profit or loss in the statement of financial position.


				Interest FD category*
				at reporting date/
Name	Address	Principal activity	Type of shareholding	partnership interest
Earlybird GmbH & Co.	c/o Earlybird Venture Capital,	Limited partnership pursuant to which	Partnership interest	E
Beteiligungs-KG IV	Promenadeplatz 9 80333 Munich	the Group holds certain investments
Earlybird Special	c/o Earlybird Venture Capital,	Limited partnership pursuant to which	Partnership interest	E
Opportunities LP	Promenadeplatz 9 80333 Munich	the Group holds certain investments
Earlybird DWES	c/o Earlybird Venture Capital,	Limited partnership pursuant to which
Fund VI GmbH &	Promenadeplatz 9 80333 Munich	the Group holds certain investments	Partnership interest	E
Co. KG
Recode Health	95 3rd Street, 2nd Floor,	Limited partnership pursuant to which
Opportunities Fund I,	San Francisco, CA 94103	the Group holds certain investments	Partnership interest	E
LP
	2480 Regents Court, The Crescent,
Vektor UK Limited	Birmingham Business Park,	Limited partnership pursuant to which	Partnership interest	D
	West Midlands B37 7YE,	the Group holds certain investments
	United Kingdom
Black Seed LP	Coldharbour Lane Unit 63,	Limited partnership pursuant to which	Partnership interest	D
	Brixton Village, London SW9 8PS	the Group holds certain investments
Realeyes OÜ	86-90 Paul Street, London,	Trading company	Ordinary Shares	E
	EC2A 4NE, United Kingdom		Preference shares
Makers Academy	Unit 2f Zetland House,		Ordinary Shares	E
Limited	5-25 Scrutton St,	Trading company	Preference shares
	London, England, EC2A 4HJ
SettleMint NV	Philipssite 5 bus 30,	Trading company
	3001 Leuven, Belgium
Driftrock Limited	124 City Road, London,	Trading company	Ordinary Shares	E
	United Kingdom, EC1V 2NX		Preference shares
RavenPack	Centro Negocios Oasis, Local 8,		Ordinary Shares
International S.L.U.	Ctra Nacional 340, KM 176,	Trading company	Preference shares	D
	Marbella, Malaga 29602, Spain		Ordinary Shares
Outthink LTD	80 Cheapside, London,	Trading company	Preference shares	D
	United Kingdom, EC2V 6EE
			Ordinary Shares	D
	74 Fitzwilliam Lane,		Preference shares
&Open Incentive	Dublin 2, D02 YX95,	Trading company
Limited	Ireland		Ordinary Shares	D
			Preference shares
Speedinvest I	Praterstraße 1, Stiege 1, Top 6
Continuation I GmbH	1020 Vienna	Limited partnership pursuant to which	Partnership interest	E
& Co KG	Austria	the Group holds certain investments

* Fully diluted interest categorised as follows: Cat A: 0–5%, Cat B: 6–10%, Cat C: 11–15%, Cat D: 16–25%, Cat E: >25%.

Details of the fair value of the Core companies are detailed as part of the Gross Portfolio Value table on page 51.

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165

18. Property, plant and equipment


	Right-of-use	Furniture and	Computer	Leasehold
	assets	fixtures	equipment	Improvements	Total
Year ended 31 March 2026	£m	£m	£m	£m	£m
Cost
Cost carried forward as at 1 April 2025	2.0	0.8	0.2	–	3.0
Additions during the year	–	–	0.1	0.1	0.2
Disposals during the year	–	–	–	–	–
Cost as at 31 March 2026	2.0	0.8	0.3	0.1	3.2
Accumulated depreciation
Depreciation carried forward as at 1 April 2025	(0.3)	(0.7)	(0.2)	–	(1.2)
Charge for the year	(0.4)	(0.1)	–	–	(0.5)
Disposals during the year	–	–	–	–	–
Accumulated depreciation as at 31 March 2026	(0.7)	(0.8)	(0.2)	–	(1.7)
Net book value:
As at 31 March 2026	1.3	–	0.1	0.1	1.5


	Right-of-use	Furniture and	Computer	Leasehold
	assets	fixtures	equipment	Improvements	Total
Year ended 31 March 2025	£m	£m	£m	£m	£m
Cost
Cost carried forward as at 1 April 2024	1.6	0.8	0.2	–	2.6
Additions during the year	2.0	–	–	–	2.0
Disposals during the year	(1.6)	–	–	–	(1.6)
Cost as at 31 March 2025	2.0	0.8	0.2	–	3.0
Accumulated depreciation
Depreciation carried forward as at 1 April 2024	(1.6)	(0.7)	(0.2)	–	(2.5)
Charge for the year	(0.3)	–	–	–	(0.3)
Disposals during the year	1.6	–	–	–	1.6
Accumulated depreciation as at 31 March 2025	(0.3)	(0.7)	(0.2)	–	(1.2)
Net book value:
As at 31 March 2025	1.7	0.1	–	–	1.8

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. Cash and cash equivalents


	31 March 2026	31 March 2025
	£m	£m
Cash at bank and on hand	27.8	39.8
Cash equivalents	23.9	49.2
Total	51.7	89.0

Cash on hand earns interest at floating rates based on daily bank deposit rates.

Cash equivalents represent monies held in a Sterling Government Liquid Reserves Money Market Fund which can be redeemed daily.

Notes to the consolidated financial statements

continued

21. Trade and other receivables


	31 March 2026	31 March 2025
	£m	£m
Trade receivables	2.5	0.6
Other receivables and prepayments	1.6	1.3
Total	4.1	1.9

Expected credit losses for these receivables are expected to be immaterial.

The ageing of trade receivables at reporting date is as follows:


	31 March 2026	31 March 2025
	£m	£m
Not past due	2.5	0.5
Past due 1–30 days	–	–
Past due 31–60 days	–	–
More than 60 days	–	0.1
Total	2.5	0.6

Trade receivables are held at amortised cost. The maximum exposure to credit risk of the receivables at the reporting date is the fair value of each

class of receivable mentioned above, which is as shown above due to the short-term nature of the trade receivables. The Group does not hold any

collateral as security.

22. Trade and other payables


	31 March 2026	31 March 2025
	£m	£m
Trade payables	(2.6)	(0.9)
Other taxation and social security	(0.6)	(0.3)
Other payables	(2.8)	(3.4)
Accruals and deferred income	(7.2)	(8.5)
Total	(13.2)	(13.1)

All trade and other payables are short term.

23. Financial liabilities


	31 March 2026	31 March 2025
	£m	£m
Current liabilities
Leases	(0.4)	(0.3)
Deferred consideration on investments	(10.0)	–
Loans and borrowings	–	–
Total current financial liabilities	(10.4)	(0.3)
Non-current liabilities
Leases	(0.9)	(1.3)
Loans and borrowings	(119.6)	(119.7)
Total non-current financial liabilities	(120.5)	(121.0)
Total	(130.9)	(121.3)

The below table shows the changes in liabilities from financing activities.


	Borrowings	Leases
	£m	£m
At 1 April 2024	(89.4)	–
Capitalisation of costs	–	(1.8)
Amortisation of costs	(0.3)	(0.1)
Drawdowns	(30.0)	–
Payment of lease liabilities	–	0.3
At 31 March 2025	(119.7)	(1.6)
Amortisation of costs	0.1	(0.1)
Payment of lease liabilities	–	0.4
At 31 March 2026	(119.6)	(1.3)

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23(i). Loans and borrowings

On 6 September 2022, the Company entered into a facility agreement relating to a debt facility (the “Debt Facility”) with J.P. Morgan Chase Bank

N.A., London Branch (“JPM”) and HSBC Bank Plc (“HSBC”), with a JPM affiliate acting as the appointed agent. The Company extended their facility

agreement, effective from 7 September 2024, with J.P. Morgan Chase Bank, N.A. (“JPM”) and HSBC Innovation Banking Limited (“HSBCIB”), which

may be used for investment and corporate purposes.

The Extended Debt Facility comprises a £120.0 million term loan (“Term Loan”) drawn on day one and a revolving credit facility (“RCF”) of up to

£60.0 million, both with a three-year tenor. Repayment date is September 2027, reflecting the extension agreed in July 2024. The headline interest

rate applied on both the Term Loan and RCF remains at SONIA plus a “margin” of 5.50% per annum. The Debt Facility is secured against various

Group assets, LP interests and bank accounts in the Group.

Drawdown of the RCF component of the Extended Debt Facility is subject to a maximum loan to value ratio of 12.5%. The Company’s ability to

satisfy its financial and non-financial covenants is dependent on the value of the investment portfolio. The value of the portfolio will continue to be

subject to ad hoc independent third-party valuation.

The Group incurred transaction fees of £0.9 million in the prior year, which are presented within loans and borrowings on the statement

of financial position and are amortised over the life of the facility. Interest-related charges are reported in the consolidated statement of

comprehensive income as finance costs.

The Debt Facility contains financial and non-financial covenants, which the Company and certain members of the Group must comply with

throughout the term of the Debt Facility:

•

Maintain a value to cost ratio of investments of at least 10% (1.10:1.00).

•

Total financial indebtedness not to exceed 20% (12.5% on each utilisation) of the value of investments in the portfolio with adjustments for

concentration limits (see below) together with the value of all amounts held in specified bank accounts subject to the security package.

•

Total aggregate financial indebtedness of the Company and certain members of the Group is not to exceed 35% (25% on each utilisation) of

the value of secured investments in the portfolio with adjustments for concentration limits calculated by reference to specified assets and bank

accounts subject to the security package.

•

The Company, and certain members of its Group, must maintain a minimum number of investments subject to concentration limits connected

to sector, geography, joint or collective value, and/or listed status.

Failure to satisfy financial covenants may limit the Company’s ability to borrow and/or also trigger events of default, which in some instances could

trigger a cash sweep on realisations and/or require the Company to cure those breaches by repaying the Debt Facility (either partially or in full).


	31 March 2026	31 March 2025
	£m	£m
Bank loan senior facility amount	180.0	180.0
Interest rate	SONIA + 5.5%	SONIA + 5.5%
Drawn at balance sheet date	(120.0)	(120.0)
Arrangement fees	0.4	0.3
Loan liability balance	(119.6)	(119.7)
Undrawn facilities at balance sheet date	60.0	60.0

23(ii). Leases

The Group leases office buildings in London for use by its staff. Information about leases for which the Group is a lessee is presented below. The

Group also has an office in Dublin, however this contract is classified as a service contract and not a lease. This is not deemed to be a lease as it has

been assessed not to be controlled by the Group as these are managed offices with no alterations to the space allowed by the Group. The Group

leases IT equipment such as printers for use by staff. The Group has elected to apply the recognition exemption for leases of low value to these

leases.


	31 March 2026	31 March 2025
	£m	£m
Right-of-use asset	1.3	1.7
Total	1.3	1.7

i. Lease liabilities


	31 March 2026	31 March 2025
	£m	£m
Current	(0.4)	(0.3)
Non-current	(0.9)	(1.3)
Total	(1.3)	(1.6)

Additions to the right-of-use assets during the year ending 31 March 2026 were Nil (year ending 31 March 2025: £2.0m).

Notes to the consolidated financial statements

continued

23. Financial liabilities

ii.

Amounts recognised in the consolidated statement of comprehensive income


	31 March 2026	31 March 2025
	£m	£m
Interest on lease liabilities	(0.1)	(0.1)
Depreciation charge for the period on right-of-use assets	(0.3)	(0.3)

The total cash outflow for leases in the year ending 31 March 2026 was £0.4m (year ending 31 March 2025: £0.3m).

24. Deferred tax

Deferred tax is calculated in full on temporary differences under the balance sheet liability method using the tax rate expected to apply when the

temporary differences reverse. See breakdown below:


	31 March 2026	31 March 2025
	£m	£m
Arising on share-based payments	1.1	(1.2)
Arising on the investment portfolio	(14.1)	(11.4)
Other timing differences	–	(0.1)
Deferred tax liability	(13.0)	(12.7)

As at 31 March 2026, the Group had tax losses carried forward of £26.9m (2025: £38.3m).

25. Share capital and share premium

Ordinary share capital


Year ended 31 March 2026 – Allotted and fully paid	Number	Pence	£m
As at 1 April	189,046,450	1	1.9
As at 31 March	189,046,450	1	1.9


Year ended 31 March 2025 – Allotted and fully paid	Number	Pence	£m
As at 1 April	189,046,450	1	1.9
As at 31 March	189,046,450	1	1.9

Share premium


	31 March 2026	31 March 2025
Allotted and fully paid	£m	£m
As at 1 April	671.2	671.2
Premium arising on the issue of ordinary shares	–	–
Equity issuance costs	–	–
As at 31 March	671.2	671.2

26. 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”) and shares in Molten Ventures

plc repurchased as part of a share buyback programme during the year.

Shares held in Molten Ventures plc held by the Trust are for the purpose of issuing shares under the Molten Ventures plc 2016 Company Share

Options Plan, Long-Term Incentive Plan and Deferred Bonus Plan. Shares issued to employees are recognised on a weighted average cost basis.

The Trust holds 0.5% of the issued share capital at 31 March 2026.

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FINANCIALS

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169

For the year ended 31 March 2026, the Company acquired a total of 10,049,610 (31 March 2025: 4,871,767 31) ordinary shares (representing

approximately 5.3% of the Company's issued share capital) (31 March 2025: 2.6%) under its share buyback programme, for an aggregate

consideration of £37.5m (31 March 2025: £16.6m) at an average price of 373 pence per share (31 March 2025: 340 pence per share). Fees incurred

in connection with the buyback programme were £150k (31 March 2025: £68k). All repurchased shares are held in treasury. Details of individual

transactions were announced via regulatory news service announcements during the year. The repurchased shares and directly associated fees are

recognised directly in equity.


	31-Mar-26		31-Mar-25
	No. of shares		No. of shares
	m	£m	m	£m
As at 1 April	(6.6)	(27.8)	(1.1)	(8.8)
Acquisition of shares by the Trust	(0.2)	(0.5)	(0.6)	(2.1)
Acquisition of shares as part of the share buy back programme	(10.0)	(37.5)	(4.9)	(16.9)
Disposal or transfer of shares by the Trust*	0.7	3.1	–	–
As at 31 March	(16.1)	(62.7)	(6.6)	(27.8)

* Disposals or transfers of shares by the Trust also include shares transferred to employees net of exercise price with no resulting cash movements. Cash receipts in respect of sale of

shares in the year ended 31 March 2026 were £3.1m (year ended 31 March 2025: £Nil).

ii. Other reserves

The following table shows a breakdown of the “other reserves” line in the consolidated statement of financial position and the movements in

those reserves during the period. A description of the nature and purpose of each reserve is provided below the table.


		Share-based
		payments	Share-based
		reserve resulting	payments
		from Company	reserve resulting
	Merger relief	share option	from acquisition	Total other
	reserve	scheme	of subsidiary	reserves
Year ending 31 March 2026	£m	£m	£m	£m
As at 1 April	50.0	18.8	10.8	79.6
Share-based payments	–	2.6	–	2.6
Share-based payments – exercised during the period	–	(1.7)	–	(1.7)
Share-based payments – Lapsed & Expired	–	(3.2)	–	(3.2)
As at 31 March	50.0	16.5	10.8	77.3


		Share-based
		payments	Share-based
		reserve resulting	payments
		from Company	reserve resulting
	Merger relief	share option	from acquisition	Total other
	reserve	scheme	of subsidiary	reserves
Year ending 31 March 2025	£m	£m	£m	£m
As at 1 April	50.0	13.9	10.8	33.3
Share-based payments	–	4.9	–	4.9
As at 31 March	50.0	18.8	10.8	79.6

Merger relief reserve

In accordance with the Companies Act 2006, a Merger Relief Reserve of £13.1 million (net of the cost of share capital issued of £80,000) was

created on the issue of 4,392,332 ordinary shares for 300 pence each in Molten Ventures plc as consideration for the acquisition of 100% of the

capital interests in Esprit Capital Partners LLP on 15 June 2016.

A Merger Relief Reserve of £36.9 million was created on the issue of 14,785,049 ordinary Shares of 250 pence each in Molten Venture plc as

consideration for the acquisition of 100% of the capital interest in Forward Partners Group plc on 14 March 2024.

Share-based payment reserve

Where the Group engages in equity-settled share-based payment transactions, the fair value at the date of grant is recognised as an expense

over the vesting period of the options. The corresponding credit is recognised in the share-based payment reserve. Please see Note 14 for further

details on how the fair value at the date of grant is recognised.

Notes to the consolidated financial statements

continued

170

ANNUAL REPORT FY26

27. Adjustments to reconcile operating profit/(loss) to net cash outflow in operating

activities


		Year ended	Year ended
		31 March 2026	31 March 2025
	Notes	£m	£m
Adjustments to reconcile operating profit/(loss) to net cash outflow in operating activities:
Revaluation of investments held at fair value through profit or loss	6	(141.6)	(22.7)
Depreciation and amortisation	15, 18	0.5	0.3
Share-based payments – resulting from Company share option scheme	14	2.6	4.9
Finance income	11	(2.1)	(2.9)
Finance expense	11	12.2	12.7
Increase in deferred tax	24	0.3	1.0
Increase in trade and other receivables and other working capital movements	21	(2.2)	(0.3)
Increase in trade and other payables	22	0.1	4.1
Adjustments to reconcile operating profit/(loss) to net cash outflow in operating activities		(130.2)	(2.9)

Please see Note 23 for the changes in liabilities from financing activities.

28. 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.

29. Fair value measurements

i. Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and

measured at fair value in the financial statements. This section should be read with reference to Note 5(a) and Note 16. As outlined in Note 5(a),

valuation of unquoted equity investments at fair value through profit or loss is a critical accounting estimate and actuals may differ from estimates.

The Group has considered the impact of ESG and climate-related risks on its portfolio, and consider these to be currently immaterial to the value

of our portfolio for FY26, owing to the nature of the underlying investments (FY25: immaterial) and taking into consideration the climate risk

impact channels and their financial impact across the portfolio companies, however this will be monitored each year to assess any changes. The

Group recognised a number of climate-related opportunities within the portfolio via our Climate Tech thesis. The inputs to our valuations are

described in the sensitivities analysis table below, and because these are more short-term in nature (e.g. forecast revenue for the current year

applied to current market multiples, and recent transactions), we do not currently see any material impacts on these inputs from the longer term

risks described in our TCFD report and, therefore, values as at 31 March 2026. We also recognise that, although the risks are not currently material,

they could become material in the medium to long-term without mitigating actions, which are described within the TCFD section of the Strategic

Report. For further discussion of our climate-related risks and opportunities, please see our TCFD and Principal Risks section of the Strategic

Report.

The Group classifies financial instruments measured at fair value through profit or loss (“FVTPL”) according to the following fair value hierarchy

prescribed under the accounting standards:

•

Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement

date (31 March 2026; and 31 March 2025 for comparatives);

•

Level 2: inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or

indirectly; and

•

Level 3: inputs are unobservable inputs for the asset or liability.

All financial instruments measured at FVTPL in both periods presented are financial assets relating to holdings in high-growth technology

companies. The Group invests in special purpose vehicles and limited partnerships, which are considered to be investment companies that invest

mostly in equities for the benefit of the Group. As set out in Note 4(b), these are held at their respective net asset values and, as such, are noted

to be all Level 3 for FY25 and FY26. For details of the reconciliation of those amounts please refer to Note 16. The additional disclosures below are

made on a look-through basis and are based on the Gross Portfolio Value (“GPV”). In order to arrive at the Net Portfolio Value (“NPV”), which is

the value recognised as investments held at FVTPL in the statement of financial position, the GPV is subject to deductions for the fair value of carry

FINANCIALS

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171

liabilities and adjustments for Irish deferred tax. UK deferred tax is recognised in the consolidated statement of financial position as a liability to

align the recognition of deferred tax to the location in which it will likely become payable on realisation of the assets. For details of the GPV and its

reconciliation to the investment balance in the financial statements, please refer to the extract of the Gross Portfolio Value table below:


	Fair Value of			Non-			Fair Value	Fair Value of
	Investments			investment	Movement		movement	Investments
	31 March			cash	in Foreign	Movement	31 March	31 March
	2025	Investments	Realisations	movement	Exchange	in Fair Value	2026	2026
Investments	£m	£m	£m	£m	£m	£m	£m	£m
Gross Portfolio Value	1,367.4	89.5	(119.6)	–	16.2	171.9	188.1	1,525.4
Carry External	(87.5)	–	7.8	–	–	(31.0)	(31.0)	(110.7)
Portfolio Deferred tax	–	–	–	–	–	(1.4)	(1.4)	(1.4)
Trading carry & co-invest	–	–	–	–	–	–	–	–
Non-investment cash movement	–	–	–	14.1	–	(14.1)	(14.1)	–
Net Portfolio Value	1,279.9	89.5	(111.8)	14.1	16.2	125.4	141.6	1,413.3


	Fair Value of			Non-			Fair Value	Fair Value of
	Investments			investment	Movement		movement	Investments
	31 March			cash	in Foreign	Movement	31 March	31 March
	2024	Investments	Realisations	movement	Exchange	in Fair Value	2025	2025
Investments	£m	£m	£m	£m	£m	£m	£m	£m
Gross Portfolio Value	1,378.9	72.6	(134.6)	–	(21.6)	72.1	50.5	1,367.4
Carry external	(87.1)	–	12.4	–	–	(12.8)	(12.8)	(87.5)
Portfolio deferred tax	–	–	–	–	–	–	–	–
Trading carry and co-invest	0.3	–	–	–	–	(0.3)	(0.3)	–
Non-investment cash movement	–	–	–	14.7	–	(14.7)	(14.7)	–
Net Portfolio Value	1,292.1	72.6	(122.2)	14.7	(21.6)	44.3	22.7	1,279.9

Carry external – this relates to accrued carry that is due to former and current employees or managers external to the Group. These values are

calculated based on the reported fair value, applying the provisions of the limited partnership agreements to determine the value that would be

payable by the Group’s investment entities to external managers and the carried interest partnerships.

Portfolio deferred tax – this relates to tax accrued against gains in the portfolio to reflect those portfolio companies where tax is expected to

be payable on exits. This relates to Irish deferred tax only. UK deferred tax is recognised in the consolidated statement of financial position as a

liability to align the recognition of deferred tax to the location in which it will likely become payable on realisation of the assets. These values are

calculated based on unrealised fair value of investments at reporting date at the applicable tax rate.

Trading carry and co-invest – this relates to accrued carry that is due to the Group.

Non-investment cash movements – this relates to cash movements relating to management fees and other non-investment cash movements to

the subsidiaries held at FVTPL.

During the year ending 31 March 2026, no Level 1 investments were realised. There had been no transfers out of Level 3 and into Level 1 in either

period. The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the reporting period.

Notes to the consolidated financial statements

continued

29. Fair value measurements

172

ANNUAL REPORT FY26

Fair value measurements	Level 1	Level 2	Level 3	Total
At 31 March 2026	£m	£m	£m	£m
Financial assets at fair value through profit or loss
Quoted investments	–	–	–	–
Unquoted investments being made up of:
Unquoted investments – enterprise technology	–	–	592.3	592.3
Unquoted investments – consumer technology	–	–	217.3	217.3
Unquoted investments – hardware and deeptech	–	–	335.4	335.4
Unquoted investments – digital health	–	–	47.9	47.9
Unquoted investments – other*	–	–	332.5	332.5
Total financial assets	–	–	1,525.4	1,525.4

Fair value measurements	Level 1	Level 2	Level 3	Total
At 31 March 2025	£m	£m	£m	£m
Financial assets at fair value through profit or loss
Quoted investments	–	–	–	–
Unquoted investments being made up of:
Unquoted investments – enterprise technology	–	–	540.0	540.0
Unquoted investments – consumer technology	–	–	235.7	235.7
Unquoted investments – hardware and deeptech	–	–	289.5	289.5
Unquoted investments – digital health	–	–	34.1	34.1
Unquoted investments – other*	–	–	268.1	268.1
Total financial assets	–	–	1,367.4	1,367.4

* ”other” includes Fund of Funds investments and Earlybird investments where we do not perform a look-through valuation. This differs from the analysis in the Strategic Report in

order to align to valuation methodologies. Within the Strategic Report, additional Earlybird companies are included within the sector analysis.

ii. Valuation techniques used to determine fair values

The fair value of unlisted securities is established with reference to the IPEV Guidelines. In line with the IPEV Guidelines, the Group may base

valuations on earnings or revenues where applicable, market comparables, calibrated price of recent investment in the investee companies,

or on net asset values of underlying funds (“NAV of underlying funds”). An assessment will be made at each measurement date as to the most

appropriate valuation methodology, including that for investee companies owned by third-party funds that Molten Ventures plc invests in and

which are valued on a look-through basis.

Financial instruments, measured at fair value, categorised as Level 3 can be split into three main valuation techniques:

•

Calibrated price of recent investment;

•

Revenue-multiple; and

•

NAV of underlying fund.

FINANCIALS

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173

Each portfolio company will be subject to individual assessment.

For a valuation based on calibrated price of recent investment, the recent round enterprise value is calibrated against the equivalent value

at year-end using a revenue-multiple valuation methodology as well as in relation to technical/product milestones since the round and the

company’s trading performance relative to the expectations of the round.

For a valuation based on a revenue-multiple, the main assumption is the multiple. The multiple is derived from comparable listed companies or

relevant market transaction multiples. Companies in the same industry, geography, and, where possible, with a similar business model and profile

are selected and then adjusted for factors including liquidity risk, growth potential and relative performance.

Where the Group invests in Fund of Fund investments, the value of the portfolio will be reported by the fund to the Group. The Group will ensure

that the valuations comply with the Group policy and that they are adjusted with any cash and known valuation movements where reporting

periods do not align.

See also Note 5(a) where valuation policies are discussed in more detail.

iii. Fair value measurements using significant unobservable inputs (Level 3)

The table below presents the changes in Level 3 items for the years ending 31 March 2025 and 31 March 2026.

Level 3 valuations	£m
Opening balance at 1 April 2024	1,378.9
Investments	72.6
Losses	50.5
Realisations	(134.6)
Unadjusted closing balance at 31 March 2025	1,367.4
Transfer to Level 1	–
Closing balance at 31 March 2025	1,367.4
Investments	89.5
Gains	188.1
Realisations	(119.6)
Unadjusted closing balance at 31 March 2026	1,525.4
Transfer to Level 1	–
Closing balance at 31 March 2026	1,525.4

Notes to the consolidated financial statements

continued

29. Fair value measurements

174

ANNUAL REPORT FY26

iv.

Valuation inputs and relationships for fair value

The following table summarises the quantitative information about the significant unobservable inputs used in Level 3 fair value measurements:

					Fair value	Fair value
					impact of	impact of
Valuation			Fair value at	Sensitivity on	sensitivities	sensitivities
technique	Sector	Significant input*	31-Mar-26	significant input	(£m) +10%	(£m) -10%
Calibrated	All	Calibrated round enterprise value – Pre and	545.2	10% sensitivity applied	497.4	586.8
price of		post year- end round enterprise values have		to the premium and	(FY25: 440.8)	(FY25: 550.4)
recent		been calibrated with appropriate premiums	(FY25: 493.9)	discount to last round	101.3	121.7
investment	Enterprise	and discounts taken to reflect movements in	113.2	price
	tech	publicly listed peer multiples, future revenue
		projections and timing risk. Premiums and
		discounts were applied to 56% (2025: 40%)	(FY25: 180.6)		(FY25: 166.8)	(FY25: 194.3)
	Consumer	of the fair value of investments measured at	181.1		163.0	199.2
	tech	calibrated price of recent investment. The
		range of premiums applied is 4.0% - 94.6%	(FY25: 181.5)		(FY25: 158.1)	(FY25: 200.2)
		(2025: 0.3% to 1.9%). The range of discounts	210.3		195.3	225.3
	Hardware &	taken is 1.1% - 71.7% (2025: 0.2% - 89.6%).
	Deeptech	The weighted average discount taken is
		16.2% (2025: 15%). Less discounts have	(FY25: 126.6)		(FY25: 111.3)	(FY25: 150.3)
		been applied in the current year, reflecting	40.6		37.8	40.6
	Digital health	calibration to the market.
	& wellness		(FY25: 5.2)		(FY25: 4.6)	(FY25: 5.6)
Market	All	Revenue-multiples are applied to the	647.7	10% sensitivity applied	706.5	583.9
comparables		revenue of our portfolio companies to	(FY25: 605.8)	to the revenue–multiple	(FY25: 658.6)	(FY25: 542.7)
		determine their enterprise value.		10% sensitivity applied	706.5	583.9
		Implied revenue-multiple – the portfolio		to the revenue of the
		we have is diversified across sectors and		portfolio company	(FY25: 658.6)	(FY25: 542.7)
		geographies and the companies which
	Enterprise	have valuations based on revenue-	479.1	10% sensitivity applied	522.1	433.3
	tech	multiples have a range of multiples of	(FY25: 359.7)	to the revenue–multiple	(FY25: 394.1)	(FY25: 325.0)
		between 0.7x - 22.0x (2025: 0.9x–17.0x) and
		a weighted average multiple of 5.4x		10% sensitivity applied	522.1	433.3
		(2025: 6.7x).		to the revenue of the	(FY25: 394.1)	(FY25: 325.0)
		Revenue – we select forward revenues		portfolio company
	Consumer	from our portfolio companies mostly with	36.2	10% sensitivity applied	39.7	32.7
	tech	reference to financial updates in their	(FY25: 54.2)	to the revenue–multiple	(FY25: 58.0)	(FY25: 49.8)
		board packs, adjusted where required in
		the event we do not have forward-looking		10% sensitivity applied	39.7	32.7
		information. Our core portfolio makes up		to the revenue of the	(FY25: 58.0)	(FY25: 49.8)
		64% (2025: 61%) of the GPV and revenue		portfolio company
	Hardware &	growth in the core portfolio for 2026 is	125.1	10% sensitivity applied	136.9	111.5
	Deeptech	40% (2025: 36%). The multiple range has	(FY25: 163.0)	to the revenue–multiple	(FY25: 175.2)	(FY25: 141.9)
		changed from the prior financial year to
		March 2026, now ranging between 0.7x		10% sensitivity applied	136.9	111.5
		and 22.0x (FY25: 0.9x–17.0x). There has also		to the revenue of the	(FY25: 175.2)	(FY25: 141.9)
		been a decrease in the weighted average		portfolio company
	Digital health	multiple to 5.4x (FY25: 6.7x), reflecting the	7.3	10% sensitivity applied	7.8	6.4
	& wellness	more significant weighting of larger assets.	(FY25: 28.9)	to the revenue–multiple	(FY25: 31.3)	(FY25: 26.0)
				10% sensitivity applied	7.8	6.4
				to the revenue of the	(FY25: 31.3)	(FY25: 26.0)
				portfolio company
NAV of	All	NAV of funds, adjusted where required	332.5	10% sensitivity applied	365.8	299.3
underlying		– net asset values of underlying funds	(FY25: 267.7)	to the adjusted NAV of	(FY25: 294.6)	(FY25: 241.0)
fund	Enterprise	reported by the manager. These are		funds
	tech	reviewed for compliance with our policies	–		–	–
		and are calibrated for any cash and known	(FY25: nil)		(FY25: nil)	(FY25: nil)
	Consumer	valuation movements where reporting	–		–	–
	tech	periods do not align.	(FY25: nil)		(FY25: nil)	(FY25: nil)
	Hardware &		–		–	–
	Deeptech		(FY25: nil)		(FY25: nil)	(FY25: nil)
	Digital health		–		–	–
	& wellness		(FY25: nil)		(FY25: nil)	(FY25: nil)
	Other		332.5		365.8	299.3
			(FY25: 267.7)		(FY25: 294.9)	(FY25: 241.3)

*There were no significant inter-relationships between unobservable inputs that materially affect fair values.

FINANCIALS

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175

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.

30. Financial instruments risk

Financial risk management

Financial risks are usually grouped by risk type: market, liquidity and credit risk. These risks are discussed in turn below.

Market risk – Foreign currency

A significant portion of the Group’s investments and cash deposits are denominated in a currency other than Sterling. The principal currency

exposure risk is to changes in the exchange rate between GBP and USD/EUR. Presented below is an analysis of the theoretical impact of 10%

volatility in the exchange rate on Shareholder equity.

Theoretical impact of a change in the exchange rate of +/-10% between GBP and USD/EUR would be as follows:


	31 March 2026	31 March 2025
Foreign currency exposures – Investments	£m	£m
Investments – exposures in EUR	655.7	614.1
10% decrease in GBP	721.3	682.4
10% increase in GBP	590.1	558.3
Investments – exposures in USD	454.8	326.6
10% decrease in GBP	500.3	362.8
10% increase in GBP	409.3	296.9

Certain cash deposits held by the Group are denominated in Euros and US Dollars. The theoretical impact of a change in the exchange rate of +/-

10% between GBP and USD/EUR would be as follows:


	31 March 2026	31 March 2025
Foreign currency exposures – Cash	£m	£m
Cash denominated in EUR	9.5	8.5
10% decrease in EUR: GBP	8.5	7.7
10% increase in EUR: GBP	10.4	9.4
Cash denominated in USD	11.8	12.0
10% decrease in USD: GBP	10.6	10.9
10% increase in USD: GBP	13.0	13.3

The combined theoretical impact on Shareholders’ equity of the changes to revenues, investments and cash and cash equivalents of a change in

the exchange rate of +/- 10% between GBP and USD/EUR would be as follows:


	31 March 2026	31 March 2025
Foreign currency exposures – Equity	£m	£m
Shareholders’ Equity	1,323.8	1,235.8
10% decrease in EUR: GBP/USD: GBP	1,191.4	1,054.6
10% increase in EUR: GBP/USD: GBP	1,456.2	1,289.0

Market risk – Price risk

Market price risk arises from the uncertainty about the future prices of financial instruments held in accordance with the Group’s investment

objectives. It represents the potential loss that the Group might suffer through holding market positions in the face of market movements. As

stated in Note 5(a) and Note 29, valuation of unquoted equity investments at fair value through profit or loss is a critical accounting estimate and

actuals may differ from estimates.

The Group is exposed to equity price risk in respect of equity rights and investments held by the Group and classified on the balance sheet as

financial assets at fair value through profit or loss (Note 29). These equity rights are held mostly in unquoted high-growth technology companies

and are valued by reference to revenue or earnings multiples of quoted comparable companies (taken as at the year-end date), last round

price (calibrated against market comparables), or NAV of underlying fund, and also in certain quoted high-growth technology companies – as

discussed more fully in Note 5(a). These valuations are subject to market movements.

The Group seeks to manage this risk by routinely monitoring the performance of these investments, employing stringent investment appraisal processes.

Notes to the consolidated financial statements

continued

30. Financial instruments risk

176

ANNUAL REPORT FY26

Theoretical impact of a fluctuation in equity prices of +/-10% would be as follows:


	Valuation methodology
					Calibrated price of
	Revenue–multiple £m		NAV of underlying fund £m		recent investment £m
	-10%	10%	-10%	10%	-10%	10%
As at 31 March 2026	(76.6)	51.7	(33.3)	33.3	(55.8)	44.2
As at 31 March 2025	(58.4)	56.9	(26.8)	26.8	(44.0)	45.9

Given the impact on both private and public markets from current market volatility, which could impact the valuation of our unquoted and

quoted equity investments, we further flexed by 20% in order to analyse the impact on our portfolio of larger market movements. Theoretical

impact of a fluctuation of +/- 20% would have the following impact:


	Valuation methodology
					Calibrated price of
	Revenue–multiple £m		NAV of underlying fund £m		recent investment £m
	-20%	20%	-20%	20%	-20%	20%
As at 31 March 2026	(139.6)	107.5	(66.5)	66.5	(102.5)	93.0
As at 31 March 2025	(117.9)	111.0	(53.6)	53.6	(89.0)	91.7

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 2026 and 31 March 2025. The carrying amount of these assets is approximately

equal to their fair value. Responsibility for liquidity risk management rests with the Board of Molten Ventures plc, which has established

a framework for the management of the Group’s funding and liquidity management requirements. The Group manages liquidity risk by

maintaining adequate reserves and by continuously monitoring forecast and actual cash flows. The utilisation of the debt facility and requirement

for utilisation requests is monitored as part of this process, the debt facility is not linked to the liquidity of the Group and further drawdowns

on the debt facility have been considered within the Going Concern assessment. For the contractual maturities of the Group’s liabilities see

tables below.


Contractual maturities of liabilities	Less than		Between	Between	Total contractual	Carrying
at 31 March 2026 (£m)	6 months	6–12 months	1–2 years	2–5 years	cash flows	amount
Trade and other payables	(13.2)	–	–	–	(13.2)	(13.2)
Fees on facility	0.2	–	–	–	0.2	0.2
Facility	(5.9)	(5.9)	(11.8)	(95.9)	(119.5)	(120.0)
Provisions	–	(0.1)	–	–	(0.1)	(0.1)
Current lease liabilities	(0.2)	(0.2)	–	–	(0.4)	(0.4)
Non-current lease liabilities	–	–	(0.8)	(0.1)	(0.9)	(0.9)
Total shown in the
statement of financial position	(19.1)	(6.2)	(12.6)	(96.0)	(133.9)	(134.4)


Contractual maturities of liabilities	Less than		Between	Between	Total contractual	Carrying
at 31 March 2025 (£m)	6 months	6–12 months	1–2 years	2–5 years	cash flows	amount
Trade and other payables	(13.0)	(0.1)	–	–	(13.1)	(13.1)
Fees on facility	0.6	–	–	–	0.6	0.6
Facility	(6.3)	(6.3)	(126.3)	–	(138.9)	(120.0)
Provisions	–	(0.1)	–	–	(0.1)	(0.1)
Current lease liabilities	(0.1)	(0.2)	–	–	(0.3)	(0.3)
Non-current lease liabilities	–	–	(0.8)	(0.5)	(1.3)	(1.3)
Total shown in the
statement of financial position	(18.8)	(6.7)	(127.1)	(0.5)	(153.1)	(134.2)

Lease liabilities fall due over the term of the lease. The debt facility has a term of three years – for further details, see Note 23(i). All other Group

payable balances at balance sheet date and prior periods fall due for payment within one year.

As part of our Fund of Funds, Earlybird, Irish Co-Invest and Molten SP I LP strategy, we make commitments to funds to be drawn down over the

life of the fund. Projected drawdowns due by the Company are monitored as part of the monitoring process above.

FINANCIALS

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177

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss. The Group is exposed to this

risk for various financial instruments, for example by granting receivables to customers and placing deposits. As part of the Group’s investments,

the Group invests in debt instruments such as bridging loans and convertible loan notes (included within the investments held at FVTPL). This

is not included below as the risk is considered as part of the fair value measurement. The Group’s trade receivables are amounts due from the

investment funds under management, or underlying portfolio companies. The Group’s maximum exposure to credit risk is limited to the carrying

amount of trade receivables, cash and cash equivalents, and restricted cash at each period-end is summarised below:


	31 March 2026	31 March 2025
Classes of financial assets impacted by credit risk, carrying amounts	£m	£m
Trade and other receivables	4.1	1.9
Cash and cash equivalents	51.7	89.0
Total	55.8	90.9

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 2026 is held with the following institutions (and their respective

Moody’s credit rating): (1) Barclays Bank plc (baa2); and (2) HSBC UK Limited (Aa3). Cash equivalents at 31 March 2026 comprise of a holding in

Goldman Sachs Sterling Government Liquid Reserves Fund (Moody’s credit rating AAA-mf).

Capital management

The Group’s objectives when managing capital are to:

•

safeguard their ability to continue as a going concern, so that they can continue to provide returns for Shareholders and benefits for other

stakeholders; and

•

maintain an optimal capital structure.

The Group is funded through equity and debt at the balance sheet date. During the period, the Group had £120m term loan which has been fully

drawn and an undrawn £60m revolving credit facility, please refer to Note 23(i) for further details regarding the loan.

In order to maintain or adjust the capital structure, the Group may make distributions to Shareholders, return capital to Shareholders, issue new

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 £180.0 million Debt Facility with JPM and HSBC, which was entered into in September

2022 and extended in September 2024, at which point £120.0 million term loan was drawn down (31 March 2025: £120.0 million drawn). The

Group’s borrowings are denominated in GBP and are carried at amortised cost.

£30m was drawndown from the facility when the loan was extended in 7 September 2024.

The term loan balance remains outstanding at the year-end. The interest charged on future drawdowns will fluctuate with the movements

on SONIA.

Notes to the consolidated financial statements

continued

178

ANNUAL REPORT FY26

31. 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 84 and 85 of the annual report.


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Wages and salaries	2.5	2.4
Share-based payment	0.6	0.0
Defined contribution pension costs	0.2	0.2
Social security contributions and similar taxes	0.5	0.3
Carried interest paid	1.8	2.8
Total	5.6	5.7

The details of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Directors’ Remuneration Report on

page 118, form part of these consolidated financial statements.

During the year, employees of Molten Ventures plc, including key management personnel were granted and exercised share options – see

Note 14 for further details.

Transactions with other related parties

In addition to key management personnel, the Company has related parties in respect of its subsidiaries and other related entities.

Management fees

Fees are received by the Group in respect of the EIS and VCT funds as well as unconsolidated structured entities managed by Esprit Capital

Partners LLP, which is consolidated into the Group. The EIS funds are managed by Encore Ventures LLP under an Investment Management

Agreement; Encore Ventures LLP is a consolidated subsidiary of the Group. Molten Ventures VCT plc is managed under an Investment

Management Agreement by Elderstreet Investments Limited, which is a consolidated subsidiary of the Group. Management fees are received by

the Group in respect of these contracts. See Note 4(b) for further information on consolidation.


	Year ended	Year ended
	31 March 2026	31 March 2025
Management fees recognised in the statement of comprehensive income resulting from related party transactions	£m	£m
Management fees from unconsolidated structured entities	12.2	12.0
Management fees from EIS and VCT funds	3.3	6.1

Directors’ fees

Administration fees for the provision of Director services are received where this has been agreed with the portfolio companies. These amounts

are immaterial. At times, expenses incurred relating to Director services can be recharged to portfolio companies – these are also immaterial.

Molten Ventures does not exercise control or management through any of these Non-Executive positions.

Carry payments

Carry was paid to 26 beneficiaries in the year, of which the below was to related parties. Carry payments have been made in respect of Esprit

Capital III LP, Esprit Capital IV LP, and Esprit Investments (2)(B)(II) LP to key management personnel in FY25 and FY26. Please see the Directors’

Remuneration Report for further details.


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Carry payments	1.8	3.5

Performance fees

Performance fees have not been paid during the year by the EIS and VCT funds to Encore Ventures LLP. At 31 March 2026, £0.1 million was unpaid

(31 March 2025: £0.4 million).


	Year ended	Year ended
	31 March 2026	31 March 2025
	£m	£m
Performance fees	0.1	0.4

FINANCIALS

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179

Unconsolidated structured entities

The Group has exposure to a number of unconsolidated structured entities as a result of its venture capital investment activities.

The Group ultimately invests all funds via a number of limited partnerships and some via Molten Ventures plc’s wholly owned subsidiaries,

Molten Ventures (Ireland) Limited and Molten Venture Holdings Limited. These are controlled by the Group and not consolidated, but they are

held as investments at fair value through profit or loss on the consolidated statement of financial position in line with IFRS 10 (see Note 4(b) for

further details and for the list of these investment companies and limited partnerships). The material assets and liabilities within these investment

companies are the investments, which are held at FVTPL in the consolidated financial statements. Please see further details in the table below.

The Group has a beneficial interest to these assets since the acquisition and as such holds them as investments at fair value through profit and loss.

					31 March	31 March
					2026	2025
Name of undertaking	Registered office	Activity	Holding	Country	£m	£m
Esprit Investments (1)(B) LP	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	12.5	10.3
	London, WC2E 9BT	Group and Molten Ventures FoF I LP hold
		Fund of Fund investments
Esprit Investments (2)(B) LP	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	92.4	73.3
	London, WC2E 9BT	Group and Molten Ventures FoF I LP hold
		Fund of Fund investments
Molten Ventures (Ireland)	32 Molesworth Street,	Investment entity	100%	Ireland	672.9	789.6
Limited	Dublin 2, Ireland
Esprit Capital III, L.P.	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	–	2.9
	London, WC2E 9BT	Group makes certain investments
Esprit Capital IV LP	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	–	0.8
	London, WC2E 9BT	Group makes certain investments
Esprit Investments (1) L.P.	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	150.1	116.6
	London, WC2E 9BT	Group makes certain investments
Esprit Investments (2) LP	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	522.9	669.4
	London, WC2E 9BT	Group makes certain investments
Molten Ventures Holdings	20 Garrick Street,	Intermediate Company and Qualifying Asset	100%	England	523.1	295.1
Ltd	London, WC2E 9BT	Holding Company (“QAHC”)
Molten Ventures	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	324.3	116.0
Investments LP	London, WC2E 9BT	Group makes certain investments
Molten Ventures FoF I LP	20 Garrick Street,	Limited partnership under the Group’s	100%	England	42.9	16.0
	London, WC2E 9BT	management which makes Fund of Fund
		investments
Molten Ventures FoF II LP	20 Garrick Street,	Limited partnership under the Group’s	100%	England	0.7	–
	London, WC2E 9BT	management which makes Fund of Fund
		investments
Molten Ventures	20 Garrick Street,	Limited Partnership under the Group's	56%	England	11.3	11.2
Investments (Ireland) I LP	London, WC2E 9BT	management which makes Irish domiciled
		investments
Esprit Investments (2)(B)	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	207.9	202.2
(II) LP	London, WC2E 9BT	Group makes certain investments
Forward Partners 1 L.P.	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	12.4	14.4
	London, WC2E 9BT	Group makes certain investments
Forward Partners III L.P.	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	14.6	29.8
	London, WC2E 9BT	Group makes certain investments
Forward Partners II L.P.	20 Garrick Street,	Limited Partnership pursuant to which the	100%	England	20.7	14.3
	London, WC2E 9BT	Group makes certain investments

Notes to the consolidated financial statements

continued

31. Related party transactions

Molten Ventures (Ireland) Limited invests via the following limited partnerships: Esprit Investments (1) L.P., Esprit Investments (2) LP, Esprit Capital IV

LP and Esprit Capital III LP.

Molten Ventures Holdings Limited invests in or via the following limited partnerships: Molten Ventures Investments LP, Molten Ventures FoF I LP,

Molten Ventures FoF II LP, Esprit Investments (1)(B)(SC) LP, Esprit Investments (2)(B)(ii) LP, and Molten Ventures Investments (Ireland) LP.

The investments balance in the consolidated statement of financial position also includes investments held by consolidated entities.

The Group also co-invests or historically co-invested with a number of limited partnerships (see Note 4(b) for further details). The exposure to

these entities is immaterial.

32. Capital commitments

The Group makes commitments to Fund of Funds (including funds invested in as part of our partnership with Earlybird) as part of its investment

activity, which will be drawn down as required by the funds over their investment period. Contractual commitments for the following amounts

have been made as at 31 March 2026 but are not recognised as a liability on the consolidated statement of financial position:


	31 March 2026	31 March 2025
	£m	£m
Undrawn capital commitments	50.3	55.0
Total capital commitments	366.6	311.2

Total fair value to the Group of these seed funds (including Earlybird) is £408.3 million of total investments (31 March 2025: £346.5 million).

33. Ultimate controlling party

The Directors of Molten Ventures plc do not consider there to be a single ultimate controlling party of the Group.

34. Alternative Performance Measures (“APM”)

The Group has included the APMs listed below in this report as they highlight key value drivers for the Group and, as such, have been deemed by

the Group’s management to provide useful additional information to readers of this report. These measures are not defined by IFRS and should

be considered in addition to IFRS measures.

Gross Portfolio Value (“GPV”)

The GPV is the gross fair value of the Group’s investment holdings before deductions for the fair value of carry liabilities and any deferred tax.

The GPV is subject to deductions for the fair value of carry liabilities and deferred tax to generate the net investment value, which is reflected on

the consolidated statement of financial position as financial assets held at FVTPL. Please see Note 29(i) for a reconciliation to the net investment

balance.

This table also shows the Gross to Net movement, which is 93% in the current year calculated as the net investment value (£1,413.3 million) divided

by the GPV (£1,525.4 million). The table reflects a Gross fair value movement of £188.1 million, on an opening balance of £1,367.4 million, which is a

14% percentage change on the 31 March 2025 GPV. This is described in the report as the Gross fair value decrease/increase.

Net Portfolio Value (“NPV”)

The NPV is the net fair value of the Group’s investment holdings after deductions for the fair value of carry liabilities and any deferred tax from

the GPV.

The NPV is the value of the Group’s financial assets classified at “fair value through profit or loss” on the statement of financial position.

NAV per share

The NAV per share is the Group’s net assets attributable to Shareholders divided by the number of shares at the relevant reporting date. See the

calculation in Note 13. Please see further details relating to the calculation of the Net Portfolio Value in Note 29 (iv).

Net fair value movement

This is the fair value movement as calculated by dividing the fair value movement, excluding foreign exchange movements, by the opening Gross

Portfolio Value at the relevant period.

180

ANNUAL REPORT FY26

FINANCIALS

MOLTENVENTURES.COM

181

Gross fair value movement

This is the fair value movement as calculated by dividing the fair value movement, including foreign exchange movements, by the opening Gross

Portfolio Value at the relevant period.

Platform AuM

The latest available fair value of investments held at FVTPL and cash managed by the Group, including funds managed by Elderstreet Investments

Limited, Encore Ventures LLP, and Esprit Capital Partners LLP. This includes a deduction for Molten Ventures plc operating costs budget for the

year. We also refer to the EIS and VCT fund AUM separately within the report.

Operating costs as a % of year end NAV

This is the operating costs, net of fee income and exceptional items divided by year-end NAV.

35. Subsequent events

Revolut proceeds

In May 2026, the Group received proceeds of approximately £63 million from a further partial realisation of its holding in Revolut. The proceeds

were received at the carrying value of the holding as at 31 March 2026. This has been treated as a non-adjusting post balance sheet event for the

purposes of these consolidated financial statements.

ICEYE Funding Round

On 9 June 2026, subsequent to the balance sheet date of 31 March 2026, ICEYE confirmed a Series F funding round, raising €450 million at a

valuation of over €10 billion. As part of the transaction, the Group will sell a proportion of its holding, generating proceeds of approximately

£22 million.

Following the partial realisation, the funding round implies an increase in the Net Asset Value of approximately £200 million.

There was no information available to market participants at the balance sheet date to suggest the carrying value of the Group’s holding at the

balance sheet date was not representative of fair value. Therefore, this has been treated as a non-adjusting post-balance sheet event.

Note

Year ended

31 March 2026

31 March 2025

£m

Non-current assets

Financial assets held at fair value through profit or loss

1,411.2

1,277.1

Investments in subsidiary undertakings

13.4

Property, plant and equipment

1.5

1.8

Total non-current assets

1,426.1

1,292.3

Current assets

Trade and other receivables

18.1

13.6

Cash and cash equivalents

39.9

69.5

Total current assets

58.0

83.1

Current liabilities

Trade and other payables

(33.2)

(19.6)

Current financial liabilities

(10.4)

(0.3)

Total current liabilities

(43.6)

(19.9)

Non-current liabilities

Deferred tax

(13.0)

(12.7)

Provisions

(0.1)

Loans and borrowings

(120.5)

(121.0)

Total non-current liabilities

(133.6)

(133.8)

Net assets

1,306.9

1,221.7

Equity

Share capital

1.9

Share premium account

671.2

Other reserves

22.9

62.7

Retained earnings

610.9

485.9

Equity attributable to owners of Molten Ventures plc

1,306.9

1,221.7

The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and have not presented a

statement of comprehensive income for the Company. The Company’s profit for the year ended 31 March 2026 was 120.1 million (31 March 2025:

loss of £2.2 million).

The Company financial statements should be read in conjunction with the accompanying notes. The Company financial statements on pages 182

to 190 were authorised for issue by the Board of Directors on 9 June 2026 and were signed on its behalf.

Andrew Zimmermann

Chief Financial Officer

Molten Ventures plc registered number 09799594

Company statement of financial position

As at 31 March 2026

182

ANNUAL REPORT FY26

FINANCIALS

MOLTENVENTURES.COM

183

Year ended 31 March 2026

Other

Retained

earnings

Total

£m

Note

capital

premium

reserves

equity

Brought forward as at 1 April 2025

1.9

671.2

62.7

485.9

1,221.7

Comprehensive income for the year

Profit for the year

–

120.1

Total comprehensive income for the year

–

120.1

Contributions by and distributions to the owners:

Share based payment expenses

–

2.6

–

2.6

Options granted and awards exercised

–

(1.7)

1.7

–

Options lapsed and expired

–

(3.2)

3.2

–

Acquisition of treasury shares

–

(37.5)

–

(37.5)

Total contributions by and distributions to the owners

–

(39.8)

4.9

(34.9)

Balance as at 31 March 2026

1.9

671.2

22.9

610.9

1,306.9

Year ended 31 March 2025

Other

Retained

earnings

Total

£m

Note

capital

premium

reserves

equity

Brought forward as at 1 April 2024

1.9

671.2

74.7

488.1

1,235.9

Comprehensive expense for the year

Loss for the year

–

(2.2)

Total comprehensive expense for the year

–

(2.2)

Contributions by and distributions to the owners:

Share based payment expenses

–

4.9

–

4.9

Options granted and awards exercised

–

(16.9)

–

(16.9)

Total contributions by and distributions to the owners

–

(12.0)

–

(12.0)

Balance as at 31 March 2025

1.9

671.2

62.7

485.9

1,221.7

The consolidated financial statements should be read in conjunction with the accompanying notes.

Company statement of changes in equity

For the year ended 31 March 2026

Notes to the Company financial statements

1. Basis of preparation

The financial reporting framework that has been applied in the preparation of the Company’s financial statements is Financial Reporting Standard

101, ‘Reduced Disclosure Framework’ (FRS 101).

The financial statements have been prepared under the historical cost convention, as modified

by the revaluation of certain financial assets and financial liabilities measured at fair value through profit or loss, and in accordance with the

Companies Act 2006. The Company has taken advantage of disclosure exemptions available under FRS 101 as explained below.

The financial

statements are prepared on a going concern basis.

A summary of the more important Company accounting policies, which have been consistently applied except where noted, is set out in the

relevant notes below.

The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with

FRS 101:

•

paragraphs 45(b) and 46 to 52 of IFRS 2 Share–based Payment (details of the number and weighted average exercise prices of share options,

and how the fair value of goods or services received was determined);

•

IAS 7 Statement of Cash Flows;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into and between two or more members of

a group;

•

IAS 1 Presentation of Financial Statements and the following paragraphs of IAS 1: 10(d) (statement of cash flows), 16 (statement of compliance

with all IFRS), 111 (cash flow statement information), and 134–136 (capital management disclosures).

No new Standards have been adopted in the current financial year ending 31 March 2026 or in the prior financial year ending 31 March 2025.

2. Critical accounting estimates and judgements

The Directors have made judgements and estimates with respect to those items that have made the most significant effect on the carrying

amounts of the assets and liabilities in the financial statements. The Directors have concluded that the critical judgements and estimates in the

Company financial statements are consistent with those applied in the consolidated financial statements, further details of which can be found in

Note 5 of the consolidated financial statements.

3. Investments in subsidiary undertakings

Investments in subsidiaries are held at cost less any provision for impairment with the exception of unconsolidated investment entity subsidiaries

that are held at fair value.

4. Property, plant and equipment

Fixtures and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. Depreciation is recognised to write

off the cost or valuation of assets less their residual values over their useful lives, using the straight–line method, on the following basis:

Leasehold improvements – over the term of the lease

Fixtures and equipment – 33% p.a. straight line

Computer equipment – 33% p.a. straight line

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting year, with the effect of any

changes in estimate accounted for on a prospective basis.

31 March 2026

Right-of-use

assets

£m

Furniture and

fixtures

£m

Computer

equipment

£m

Leasehold

improvements

£m

Total

£m

Cost

Cost carried forward as at 1 April 2025

2.0

0.8

0.2

–

3.0

Additions during the year

–

0.1

0.2

Cost as at 31 March 2026

2.0

0.8

0.3

0.1

3.2

Accumulated depreciation

Depreciation carried forward as at 1 April 2025

(0.3)

(0.7)

(0.2)

–

(1.2)

Charge for the year

(0.4)

(0.1)

–

(0.5)

Accumulated depreciation as at 31 March 2026

(0.7)

(0.8)

(0.2)

–

(1.7)

Net book value

As at 31 March 2026

1.3

–

0.1

1.5

As at 31 March 2025

1.7

0.1

–

1.8

184

ANNUAL REPORT FY26

31 March 2025

Right-of-use

assets

£m

Furniture and

fixtures

£m

Computer

equipment

£m

Leasehold

improvements

£m

Total

£m

Cost

Cost carried forward as at 1 April 2024

1.6

0.8

0.2

–

2.6

Additions during the year

2.0

–

2.0

Disposals during the year

(1.6)

–

(1.6)

Cost as at 31 March 2025

2.0

0.8

0.2

–

3.0

Accumulated depreciation

Depreciation carried forward as at 1 April 2024

(1.6)

(0.7)

(0.2)

–

(2.5)

Charge for the year

(0.3)

–

(0.3)

Disposals during the year

1.6

–

1.6

Accumulated depreciation as at 31 March 2025

(0.3)

(0.7)

(0.2)

–

(1.2)

Net book value

As at 31 March 2025

1.7

0.1

–

1.8

As at 31 March 2024

–

0.1

–

0.1

No “fixtures and equipment” are held by the Company.

5. Results for the parent company

The Auditors’ remuneration for audit services and other services is disclosed in Note 10 to the consolidated financial statements.

6. Financial assets held at fair value through profit or loss

Name of undertaking

Registered office

Activity

Holding

Country

31 March

2026

31 March

2025

£m

Esprit Investments (1)(B) LP

20 Garrick Street, London,

WC2E 9BT

Limited Partnership pursuant to which

the Group and Molten Ventures FoF I LP

hold Fund of Fund investments

100%

England

12.5

10.3

Esprit Investments (2) (B) LP

20 Garrick Street, London,

WC2E 9BT

Limited Partnership pursuant to which

the Group and Molten Ventures FoF I LP

hold Fund of Fund investments

100%

England

92.4

73.3

Molten Ventures (Ireland)

Limited

32 Molesworth Street,

Dublin 2, Ireland

Investment entity

100%

Ireland

671.6

788.7

Molten Ventures Holdings

Limited

20 Garrick Street, London

WC2E 9BT

Intermediate Company and Qualifying

Asset Holding Company (“QAHC”)

100%

England

426.9

242.4

Esprit Investments 2(B)(ii)

20 Garrick Street, London

WC2E 9BT

Limited Partnership pursuant to which

the Group makes certain investments

100%

England

207.8

162.4

Totals

1,411.2

1,277.1

31 March 2026

31 March 2025

£m

As at 1 April

1,277.1

1,288.5

Investments made in the year

89.5

72.6

Loans made/repaid from underlying investment vehicles

(119.6)

(134.6)

Changes on gains on investments held at fair value through profit or loss

164.2

50.6

Totals

1,411.2

1,277.1

Investments and loans made in the year are amounts the Company has invested in underlying investment vehicles. This is not the equivalent to the total amount invested in

portfolio companies, as existing cash balances from the investment vehicles are reinvested.

See Note 4(b) in the consolidated financial statements for the accounting policies in respect of investments held at fair value through profit or loss.

MOLTENVENTURES.COM

185

FINANCIALS

7. Investments in consolidated subsidiary undertakings, associates and Employee

Benefit Trust

On 15 June 2016, the Company acquired the entire capital interests of Esprit Capital Partners LLP for £13.2 million, which was satisfied in shares and

is held at cost on the Company’s balance sheet within investments in subsidiary undertakings as at 31 March 2026 (2025: £13.2 million).

On 26 November 2016, the Company acquired 30.77% of the capital interests in Elderstreet Holdings Limited, the holding company of Elderstreet

Investments Limited (manager of Molten Ventures VCT plc) for £0.26 million which was held at cost on the Company’s balance sheet at 31 March

2020 within investments in associates. On 9 February 2021, Molten Ventures plc acquired the remaining 69.23% of the issued share capital in

Elderstreet Holdings Limited. Total consideration for the remaining issued share capital not previously held was cash consideration of £0.79 million

(with an amount withheld for tax on share options). This transaction is accounted for under IFRS 3 as a business combination achieved in stages

(or “step acquisition”) as this transaction resulted in Molten Ventures plc obtaining control over Elderstreet Holdings Limited and Elderstreet

Investments Limited (as its 100% owned subsidiary). At 31 March 2026, the total investment in subsidiary undertaking is £1.05 million made up of

initial ownership and the cash consideration (31 March 2025: £1.05 million).

On 27 November 2020, Molten Ventures Employee Benefit Trust (the “Trust”) was set up to operate as part of the employee share option schemes.

The Trust is funded via a loan from Molten Ventures plc, which is included in trade and other receivables on the company statement of financial

position.

On 14 March 2024, Molten Ventures plc acquired 100% of the issued capital of Forward Partners Group Limited in an all share acquisition

scheme of arrangement, in a ratio of one new Molten Ventures plc ordinary share for every nine Forward Partners plc ordinary shares. In

accordance with IFRS 3, step acquisition accounting was applied as the Company held a 0.76% equity interest in Forward Partners Group Limited

before acquisition, at a fair value of £0.5m. The Company therefore recognised a loss of £0.04m on completion of the acquisition as a result of

remeasuring this equity interest at fair value on 14 March 2024. Molten Ventures plc issued 14.8 million new shares in exchange for the issued share

capital of Forward Partners Group Limited. This equates to consideration of £37.0 million based on the closing Molten Ventures plc share price on

14 March 2024 of £2.504 pence per share.

8. Cash and cash equivalents

31 March 2026

31 March 2025

£m

Cash at bank and on hand

16.0

20.3

Cash equivalents

23.9

49.2

Total

39.9

69.5

Cash on hand earns interest at floating rates based on daily bank deposit rates.

Cash equivalents represent monies held in a Sterling Government Liquid Reserves Money Market Fund which can be redeemed daily.

9. Trade and other receivables

31 March 2026

31 March 2025

£m

Trade receivables

0.5

0.8

Other receivables and prepayments

0.5

1.1

Loans made to Group companies

8.4

11.5

Intercompany debtors

8.7

0.2

Total

18.1

13.6

10. Loans and borrowings

In the prior year, the Company extended their facility agreement, effective from 7 September 2024, with J.P. Morgan Chase Bank, N.A. (“JPM”) and

HSBC Innovation Banking Limited (“HSBCIB”), which may be used for Investment and corporate purposes.

The Extended Debt Facility comprises a £120.0 million term loan (“Term Loan”) drawn on day one and a revolving credit facility (“RCF”) of up to

£60.0 million, both with a three-year tenor. Repayment date is September 2027 reflecting the extension agreed in July 2024. The headline interest

rate applied on both the Term Loan and RCF remains at SONIA plus a “margin” of 5.50% per annum. The Debt Facility is secured against various

Group assets, LP interests and bank accounts in the Group.

The Group incurred transaction fees in the prior year of £0.9 million, which are presented within loans and borrowings on the statement

of financial position and are amortised over the life of the facility. Interest–related charges are reported in the consolidated statement of

comprehensive income as finance costs.

Notes to the Company financial statements

continued

186

ANNUAL REPORT FY26

11. Trade and other payables

31 March 2026

31 March 2025

£m

Trade payables

(0.5)

(0.1)

Other taxation and social security

(0.7)

(0.3)

Intragroup creditors

(23.8)

(10.8)

Other payables

(0.1)

(0.3)

Accruals and deferred income

(8.1)

Total

(33.2)

(19.6)

All trade and other payables amounts are short term. The net carrying value of all financial liabilities is considered a reasonable approximation of

fair value.

12. Share capital and share premium

31 March 2026 – Allotted and fully paid

Number

Pence

£m

At the beginning of the year

189,046,450

1.0

1.9

At the end of the year

189,046,450

1.0

1.9

31 March 2025 – Allotted and fully paid

Number

Pence

£m

At the beginning of the year

189,046,450

1.0

1.9

At the end of the year

189,046,450

1.0

1.9

Movements in share premium in the statement of changes in equity are shown net of directly attributable costs relating to the share issuance.

Movements in share capital and share premium are explained in Note 25 of the consolidated financial statements.

13. Other reserves

The following table shows a breakdown of the “other reserves” line in the company statement of financial position and the movements in

those reserves during the period. A description of the nature and purpose of each reserve is provided in Note 26 of the consolidated financial

statements.

Year ending 31 March 2026

Own shares

reserve

£m

Merger relief

reserve

£m

Share-based

payments

reserve resulting

from Company

share option

scheme

£m

Share-based

payments

reserve resulting

from acquisition

of subsidiary

£m

Total other

reserves

£m

As at 1 April

(16.9)

50.0

18.8

10.8

62.7

Share-based payments

–

2.6

–

2.6

Share-based payments – exercised during the period

–

(1.7)

–

(1.7)

Share-based payments – Lapsed & Expired

–

(3.2)

–

(3.2)

Acquisition of shares as part of the share buy back

programme

(37.5)

–

(37.5)

As at 31 March

(54.4)

50.0

16.5

10.8

22.9

Year ending 31 March 2025

Own shares

reserve

£m

Merger relief

reserve

£m

Share-based

payments

reserve resulting

from Company

share option

scheme

£m

Share-based

payments

reserve resulting

from acquisition

of subsidiary

£m

Total other

reserves

£m

As at 1 April

–

50.0

13.9

10.8

74.7

Share-based payments

–

4.9

–

4.9

Acquisition of shares as part of the share buy back

programme

(16.9)

–

(16.9)

As at 31 March

(16.9)

50.0

18.8

10.8

62.7

MOLTENVENTURES.COM

187

FINANCIALS

14. Share-based payments

The Company operates a share option scheme that is explained in Note 14 of the consolidated financial statements. The Company operates the

share option scheme within the Group, therefore, the details provided in Note 14 are also applicable to the Company.

15. Employee information

Employee benefit expenses (including Directors) comprise

Year ended

31 March 2026

31 March 2025

£m

Wages and salaries

11.0

14.0

Defined contribution pension costs

1.0

1.1

Benefits (healthcare and life assurance)

0.5

0.4

Recruitment costs

0.4

0.1

Social security contributions and similar taxes

2.1

1.9

General employee and employee related expenses

15.0

17.5

Share-based payment expense arising from Company share option scheme

2.6

4.9

Total employee benefit expenses

17.6

22.4

The monthly average number of persons (including Executive and Non-Executive Directors) employed by the Company during the year was:

Year ended

31 March 2026

31 March 2025

Number

Executive Directors

Non-Executive Directors

Investment

Infrastructure

Total

Infrastructure comprises finance, marketing, human resources, legal, IT, ESG, investor relations and administration.

At 31 March 2026, there were five Non-Executive Directors (31 March 2025: four). See Nomination Committee report for further details of changes

in the year.

16. Deferred tax

Deferred tax is calculated in full on temporary differences under the balance sheet liability method using the tax rate expected to apply when the

temporary differences reverse. See breakdown below:

31 March 2026

31 March 2025

£m

Arising on the investment portfolio

(14.1)

(11.4)

Arising on share-based payments

1.1

(1.2)

Other timing differences

–

(0.1)

Deferred tax liability

(13.0)

(12.7)

At the end of the period

(13.0)

(12.7)

Notes to the Company financial statements

continued

188

ANNUAL REPORT FY26

17. Subsidiary undertakings

The Company has a number of subsidiary undertakings. For a breakdown of the subsidiaries and related undertakings of the Group, of which

Molten Ventures plc is the ultimate parent entity, see Note 4(b) and Note 17 of the consolidated financial statements. See below the list of direct

subsidiaries of Molten Ventures plc.

Name of subsidiary undertaking

Activity

Holding

Registered office

Esprit Capital Partners LLP

AIFM to the Company and Esprit Funds

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Molten Ventures (Nominee) Limited

Nominee company

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Elderstreet Holdings Limited

Intermediate holding company

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Molten Ventures (Ireland) Limited

Investment entity

100%

32 Molesworth Street,

Dublin 2, Ireland

Esprit Investments (1)(B) LP

Limited Partnership pursuant to which the

Company and Molten Ventures FoF I LP hold

Fund of Fund investments

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Esprit Investments (2) (B) LP

Limited Partnership pursuant to which the

Company and Molten Ventures FoF I LP hold

Fund of Fund investments

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Grow Trustees Limited

Trustee of the Group’s employment benefit trust

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Molten Ventures Advisors Limited

Investment Advisor to the Growth Fund

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Molten Ventures Holdings Limited

Intermediate Company and Qualifying Asset

Holding Company (“QAHC”)

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Esprit Investments (1)(B)(SC) LP

Limited partnership uses to hold the Group’s

investments which were previously held by

Seedcamp Fund’s I and II

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Esprit Investments (2)(B)(ii) LP

Limited Partnership pursuant to which the Group

makes certain investments

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Forward Partners Group Limited

Limited Partner to the Forward Funds

100%

20 Garrick Street, London

WC2E 9BT United Kingdom

Molten Ventures (Nominee) Limited is held at cost £Nil (2025: £Nil) on the Company’s balance sheet.

The remaining interest in Elderstreet Holdings Limited, holding company of Elderstreet Investments Limited, was purchased by Molten Ventures plc on 9 February 2021.

For further details, see

Note 18 of the FY21 consolidated financial statements.

A minority holding in Esprit Investments (1)(B) LP & Esprit Investments (2) (B) LP was sold within the financial year ended 31 March 2025 to internal and external parties.

The investments are held through the investment companies as set out in Note 29 in the consolidated financial statements at their respective

net asset values, and as such, are all noted to be Level 3 for FY26 and FY25. The difference between investments disclosed in Note 29 of the

consolidated financial statements and the Company investments relate to interests in unvested carried interest held by subsidiaries of Molten

Ventures plc, which are included in the consolidated financial statements at FVTPL but are not included in the Company financial statements.

Unvested carried interest is carried interest, which is yet to vest, but would be due on realisation of assets based on measurement date fair

values of investments. See table below for a reconciliation to the investment figure in Note 29 of the consolidated financial statements and the

investments figure on the Company statement of financial position.

Year ended

31 March 2026

31 March 2025

£m

Molten Ventures plc investments held at fair value through profit or loss

1,411.2

1,277.1

Fair value of investments held in other Group entities*

2.1

2.8

Total

1,413.3

1,279.9

*Refers to the fair value of investments not held by Molten Ventures plc but included within the Consolidated Statement of Financial Position.

The Company holds investments at FVTPL. Refer to Note 29 for the Group’s policies with respect to fair value measurements and Note 2 of the

Company financial statements.

MOLTENVENTURES.COM

189

FINANCIALS

18. Financial instruments risk

In the normal course of business, the Company uses certain financial instruments including cash, trade and other receivables and investments.

The Company is exposed to a number of risks through the performance of its normal operations. Refer to Note 30 of the consolidated financial

statements.

19. Related party transactions

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the

Company, and are considered to be the Directors of the Company listed on pages 84 and 85.

Year ended

31 March 2026

31 March 2025

£m

Wages and salaries

2.5

2.4

Share-based payment

0.6

0.0

Defined contribution pension costs

0.2

Social security contributions and similar taxes

0.5

0.3

Carried interest paid

1.8

2.8

Total

5.6

5.7

The details of individual Directors’ remuneration and pension benefits, as set out in the tables contained in the Directors’ Remuneration Report on

page 118, form part of these financial statements.

Other related party transactions

Please refer to Note 31 in the consolidated financial statements for further details on related party transactions. In addition to the transactions

referenced in Note 31, the below transactions eliminate on consolidation but are relevant for the Company:

As at 31 March 2026, Molten Ventures plc has a receivable relating to an intercompany loan with Grow Trustees Limited relating to the purchase of

own shares for the benefit of the Molten Ventures Employee Benefit Trust of £8.4 million (31 March 2025: £11.5 million).

During the year, £1.6 million (year ended 31 March 2025: £1.5 million) was invoiced from Molten Ventures plc to Encore Ventures LLP for

overheads, including use of office space at 20 Garrick Street, staff, and fixed assets. At year-end, Molten Ventures plc owed £Nil (31 March 2025:

owed £Nil). Encore Ventures LLP is a subsidiary of Molten Ventures plc and has a management contract with the EIS funds.

During the year, the Company invoiced Elderstreet Investments Limited, previously an associate and now a subsidiary, £0.5 million (year to

31 March 2025: £0.4 million), with a balance outstanding at year-end of £0.03m (31 March 2025: £0.04m) for overheads, including use of office

space at 20 Garrick Street, staff, and fixed assets.

During the year, the Company transferred certain investments totalling £100.3 million (31 March 2025: £122.2 million) to Molten Ventures Holdings

Limited as part of a strategy to redesignate the assets to be part of a Qualifying Asset Holding Company.

20. Subsequent events

Please refer to Note 35 of the consolidated financial statements.

Notes to the Company financial statements

continued

190

ANNUAL REPORT FY26

Board, management and administration

Directors

Laurence Hollingworth

(Chairman)

Sarah Gentleman

(Senior Independent Director)

Stuart Chapman

(Executive Director)

Ben Wilkinson

(Chief Executive Officer)

Andrew Zimmermann

(Chief Financial Officer)

Gervaise Slowey

(Non-Executive Director)

Grahame Cook

(Non-Executive Director)

Lara Naqushbandi

(Non-Executive Director)

Company Secretary

Gareth Faith

Registered office

20 Garrick Street

London

England

WC2E 9BT

United Kingdom

Website

www.investors.moltenventures.com/investor-relations/plc

Broker and Joint Financial Adviser

Deutsche Numis

45 Gresham Street

London

EC2V 7BF

United Kingdom

Broker and Joint Financial Adviser

Berenberg

60 Threadneedle Street

London

EC2R 8HP

United Kingdom

Legal Advisers to the Company

Gowling WLG (UK) LLP

4 More London Riverside

London

SE1 2AU

United Kingdom

Depositary

Langham Hall UK Depositary LLP

1 Fleet Place

8th Floor

London

EC4M 7RA

United Kingdom

Independent Auditors

PricewaterhouseCoopers LLP

7 More London Riverside

London

SE1 2RT

United Kingdom

Public Relations Adviser

Sodali & Co Limited

The Leadenhall Building

122 Leadenhall Street

London

EC3V 4AB

United Kingdom

Investor Relations Adviser

Equitory

33 Queen Street Pl

London

EC4R 1AP

United Kingdom

Principal Bankers

Barclays Bank plc

1 Churchill Place

London

E14 5HP

United Kingdom

JP Morgan Chase Bank, N.A., London Branch

25 Bank Street

London

E14 5JP

United Kingdom

HSBC Innovation Bank Limited

Alphabeta

14–18 Finsbury Square

London

EC2A 1BR

United Kingdom

Registrar

Equiniti Limited

Highdown House

Yeoman Way

Worthing

BN99 6DA

United Kingdom

MOLTENVENTURES.COM

191

FINANCIALS

In this report, where the context permits, the expressions set out below shall bear the following meaning:

“Act”

the UK Companies Act 2006.

“AIM”

AIM, the market of that name operated by the London Stock Exchange.

“Audit, Risk and Valuations Committee”

the Audit, Risk and Valuations Committee of the Board.

“AUM”

assets under management.

“BoE”

Bank of England.

“Company” or “Molten Ventures” or “Plc”

Molten Ventures plc (formerly Draper Esprit plc), a company incorporated in England and Wales

with registered number 09799594 and having its registered office at 20 Garrick Street, London

WC2E 9BT.

“Core Portfolio” or “Core Portfolio

Companies”

the companies that generally represent highest fair value to Molten, which account for

approximately 64% of the overall portfolio value based on fair values as at 31 March 2026.

“Directors” or “Board”

the Directors of the Company from time to time.

“EIS”

the EIS funds managed by Encore Ventures LLP (Co. Reg. No. OC347590), which sits outside of the

Group under the management of Encore Ventures. EIS funds being Enterprise Investment Scheme

under the provisions of Part 5 of the Income Tax Act 2007.

“Elderstreet”

Elderstreet Investments Limited, a private company limited by shares incorporated in England and

Wales under registration number 01825358 with its registered office at 20 Garrick Street, London

WC2E 9BT.

“Encore Funds”/“EIS funds”

DFJ Esprit Angels’ EIS Co–Investment Fund, DFJ Esprit Angels’ EIS Co–Investment II, DFJ Esprit EIS.

III, DFJ Esprit EIS IV, Draper Esprit EIS 5, Molten Ventures EIS, Molten Ventures KI EIS 23/24 and each

an “Encore Fund”.

“Encore Ventures”

Encore Ventures LLP, a limited liability partnership incorporated in England and Wales under the

registration number OC347590, which sits outside of the Group under the management of Encore

Ventures, with its registered office at 20 Garrick Street, London WC2E 9BT.

“ESG”

Environmental, Social and Governance.

“Esprit Capital”/“ECP”

Esprit Capital Partners LLP, a limited liability partnership incorporated in England and Wales under

the registration number OC318087 with its registered office at 20 Garrick Street, London WC2E 9BT,

the appointed managing vehicle of Molten Ventures plc.

“Exclusion list”

the Group’s exclusion list setting out the sectors, businesses and activities in which the Group will

not invest due to having as their objective or direct impact any of the following: 1. Slavery, human

trafficking, forced or compulsory labour, or unlawful/harmful child labour. 2. Production or sale

of illegal or banned products, or involvement in illegal activities. 3. Activities that compromise

endangered or protected wildlife or wildlife products. 4. Production or sale of hazardous

chemicals, pesticides and wastes. 5. Mining of fossil fuels. 6. Manufacture, distribution or sale of

arms or ammunitions which are not systems or services generally regarded as having defensive/

non-offensive objectives as their core focus. 7. Manufacture of, or trade in, tobacco or alcohol. 8.

Manufacture or sale of pornography. 9. Trade in human body parts or organs. 10. Animal testing

other than for the satisfaction of medical regulatory requirements. 11. Production or other trade

related to unbonded asbestos fibres.

“FCA”

the UK Financial Conduct Authority.

“Forward Partners”

Forward Partners Group Limited, a private company limited by shares incorporated in England and

Wales under registration number 13244370 with its registered office at 20 Garrick Street, London

WC2E 9BT.

“Fund of Funds”

seed and early stage funds invested in by the Group.

Glossary

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ANNUAL REPORT FY26

“Gross Portfolio fair value movement”

the increase or decrease in the fair value of the portfolio of investee companies held by funds

controlled by the Company before accounting for deferred tax (via Molten Ventures (Ireland)

Limited), external carried interest and amounts co-invested.

“Gross Portfolio Value”

Gross Portfolio Value is the value of the portfolio of investee companies held by funds controlled by

the Company before accounting for deferred tax, external carried interest and amounts co-invested.

“Group”

the Company and its subsidiaries from time to time and, for the purposes of this document,

including Esprit Capital and its subsidiaries and subsidiary undertakings.

“HMRC”

HM Revenue & Customs.

“HSBC”

HSBC Innovation Bank Limited.

“IFRS” or “IFRSs”

International Financial Reporting Standards, as adopted for use in the European Union.

“In-Scope Portfolio Companies”

In-Scope Portfolio Companies are directly held portfolio companies on which Molten Ventures plc

holds a Board seat and which represents not less than £3 million of NAV to the Company as at 31

March for previous financial year.

“Investment Committee”

the Investment Committee of ECP.

“Investment Team”

the Partnership Team and Platform Team as described on the Company’s website.

“IPEV Guidelines”

the International Private Equity and Venture Capital Valuation Guidelines, as amended from time

to time.

“IPO”

initial public offering.

“IRR”

the internal rate of return.

“JPM”

J.P. Morgan Chase Bank N.A. London Branch.

“Key Recurring Supplier”

Key Recurring Suppliers represent over £50,000 in Group spend during FY25 and have either been

engaged more than twice per year or at least once annually over the past three consecutive years.

This excludes venture partners, individual consultants, regulators, trade bodies and associations,

disengaged suppliers, and event organisers.

“Main Market”

the London Stock Exchange plc’s main market for listed securities.

“Net Asset Value”/“NAV”

the value, as at any date, of the assets of the Company and/or Group after deduction of all liabilities

determined in accordance with the accounting policies adopted by the Company and/or Group

from time to time.

“Net Portfolio Value”

the value of the portfolio of investee companies held by funds controlled by the Company after

accounting for deferred tax, external carried interest and amounts co-invested and recognised on

the statement of financial position.

“Ordinary Shares”

ordinary shares of £0.01 pence each in the capital of the Company.

“PricewaterhouseCoopers” or “PwC”

PricewaterhouseCoopers LLP, a limited liability partnership registered in England and Wales with

registered number OC303525 and having its registered office at 7 More London Riverside, London

SE1 2RT.

“SONIA”

is the Sterling Overnight Index Average, an interest benchmark administered by the Bank of

England.

“TCFD”

Task Force on Climate-Related Financial Disclosures.

“UKPC”

UK Private Capital.

“VC”

Venture Capital.

“VCT”/“VCT funds”

the VCT fund of Molten Ventures VCT plc (Co. Reg. No.03424984), which sits outside of the Group

under the management of Elderstreet. VCT being Venture Capital Trusts under the provisions of Part

6 of the Income Tax Act 2007.

MOLTENVENTURES.COM

193

FINANCIALS

Molten Ventures plc

20 Garrick Street

London, WC2E 9BT

Tel: +44 (0)20 7931 8800

For twenty years, Molten has been backing the founders

and innovators driving Europe’s technology transformation.

Our mission is simple: to

make more possible

for the people

building the future.

REGISTRATION NUMBER: 09799594