Annual Financial Report

TP10 VCT plc

Final Results

TP10 VCT plc managed by Triple Point Investment Management LLP today announces the final results for the year ended 28 February 2013.

These results were approved by the Board of Directors on 15 May 2013.

You may view the Annual Report in on the Triple Point website www.triplepoint.co.uk at http://www.triplepoint.co.uk/investment-products/venture-capital-trust/tp10/.

About TP10 VCT plc

TP10 VCT plc ("the Company") is a Venture Capital Trust ("VCT"). The investment manager is Triple Point Investment Management LLP. The Company was incorporated in August 2009 and raised £28.6 million (net of expenses) through an offer for subscription.

Details of the Fund's progress are discussed in the Chairman's Statement and Investment Manager's Review forming part of the extract from the Financial Statements which follows.

Venture Capital Trusts (VCTs)

VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unlisted companies in the UK. Subsequent Finance Acts have introduced changes to VCT legislation. The tax benefits currently available to eligible new investors in VCTs include:

·; upfront income tax relief of 30%

·; exemption from income tax on dividends paid; and

·; exemption from capital gains tax on disposals of shares in VCTs

The Company has been provisionally approved as a VCT by HM Revenue & Customs. In order to maintain its approval, the Company must comply with certain requirements on a continuing basis. Above all, the Company is required at all times to hold 70% of its investments (as defined in the legislation) in VCT qualifying holdings, of which at least 30% must comprise eligible ordinary shares.

Report of the Directors - Financial Summary

For a £1 investment per share, investors, with a sufficient income tax liability in the relevant year have already received a 30p tax credit which, taken together with the first dividend of 3.31p and the current NAV of 89.35p, totals 122.66p.

The Directors' Report on pages 15 to 19 and the Directors' Remuneration Report on pages 20 to 21 have each been drawn up in accordance with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the responsibility of the Directors for these reports is owed solely to TP10 VCT plc.

The Directors submit to the members their Annual Report and Financial Statements for the Company for the year ended 28 February 2013. The Report of the Directors includes the Financial Summary, Chairman's Statement, Details of Advisers, Shareholder Information, Directors' Report, Directors' Remuneration Report and the Corporate Governance Statement.

Report of the Directors - Chairman's Statement

I am writing to present the Financial Statements for TP10 VCT plc ("the Company") for the year ended 28 February 2013.

Portfolio Construction

We are pleased to announce that during the period the Company secured its VCT qualifying status by satisfying the test of being 70% invested in VCT qualifying investments. Qualifying and non-qualifying unquoted investments now represent 98% of the investment portfolio, completing the portfolio's construction ahead of the investment strategy's target date.

In selecting the qualifying investments, we have been able to take advantage of a number of attractive opportunities. These include renewable electricity generated from roof-mounted solar photovoltaic panels (investments which will benefit from long-term, index linked revenues) and cinema digitisation yielding high quality, predictable cash flows.

More information on the Company's investment portfolio is given in the Investment Manager's Review.

Dividends

On 10 August 2012 the Company paid its first dividend to shareholders of £1 million equal to 3.31p per share.

The Board has resolved to pay a dividend to shareholders of £1 million equal to 3.31p per share which will be paid on 12 July 2013 to shareholders on the register on 28 June 2013. This will bring the total distributed by dividend to 6.62p per share.

Net Asset Value

With the portfolio established, loan interest from the investments has exceeded running costs and the Company made a profit of 1.29p per share for year.At 28 February 2013 the Net Asset Value ("NAV") per share stood at 89.35p (29 February 2012: 91.37p per share). Adding back the dividend of 3.31p the NAV would be 92.66p per share.

Principal Risks

The Board believes that the principal risks facing the Company are:

·; investment risk associated with the VCT's portfolio of unquoted investments;

·; failure to maintain approval as a qualifying VCT.

The Board believes these risks are manageable and, with the Investment Manager, continues to work to minimise either the likelihood or potential impact of these risks within the scope of the Company's established investment strategy. Further details of how these risks are managed are provided within the Directors' Report and note 15.

Outlook

The Board is pleased that the Company has secured its VCT qualifying status and has in place a diversified portfolio of stable investments, which we believe will over the longer term provide the Company with the returns it seeks for its shareholders.

If you have any queries or comments, please do not hesitate to telephone Triple Point Investment Management LLP on 020 7201 8989.

Robin Morrison

Chairman

15 May 2013

Report of the Directors - Details of Directors

Robin Morrison is the Chairman of the Board of the Company. He graduated with a first in Economics and Management Studies from Cambridge. He also held a short service commission with the Royal Corps of Transport. He was 28 years with Mars Incorporated, managing commodity and foreign exchange exposures and holding both Global and Pan-European Vice President roles in procurement and manufacturing. 

Robert Reid, is the founder of an independent corporate development advisory business. After graduating from the European Business School, he joined S.G. Warburg & Co. and has over 17 years corporate finance experience in both the corporate and advisory fields. His most recent roles include director of corporate finance at Avis Europe plc and director of corporate finance at Hurst Morrison Thomson, Chartered Accountants. Robert is a Director of TP5 VCT plc and was previously a Director of TP70 2008(II) VCT plc.

Alexis Prenn, an experienced entrepreneur, worked for many years at LSE listed conglomerate Magellan plc where he held a number of senior roles and was managing director of several group subsidiaries. He left to participate in a Schroders backed management buy-in to Fii Group plc, one of the UK's largest listed shoe businesses. In recent years, he has invested in and developed companies in the fields of security equipment, IT training and event management software. He was also the lead investor behind the management buy-in to Sinclair Pharmaceuticals which floated in 2004. From 2005 to 2011, he was a Principal at Triple Point Investment Management LLP.

Report of the Directors - Details of Advisers 

Secretary and Registered Office:

Triple Point Investment Management LLP

4-5 Grosvenor Place

London

SW1X 7HJ

Registered Number

06985211

Investment Manager and Administrator

Triple Point Investment Management LLP

4-5 Grosvenor Place

London

SW1X 7HJ

Tel: 020 7201 8989

Independent Auditor

Grant Thornton UK LLP

Chartered Accountants and Statutory Auditor

3140 Rowan Place

John Smith Drive

Oxford Business Park South

Oxford

OX4 2WB

Solicitors

Howard Kennedy LLP

19a Cavendish Square

London

W1A 2AW

Registrars

Neville Registars Limited

Neville House

18 Laurel Lane

Halesowen

West Midlands

B63 3DA

VCT Taxation Advisers

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RN

Bankers

The Royal Bank of Scotland plc

54 Lime Street

London

EC3M 7NQ

Report of the Directors - Shareholder Information

The Company

TP10 VCT plc is a Venture Capital Trust. The Investment Manager is Triple Point Investment Management LLP ("TPIM"). The Company was incorporated on 7 August 2009. A Prospectus offering for subscription up to 50,000,000 Ordinary Shares of £1 each was issued on 16 September 2009. The offer closed on 31 May 2010 with £28.6m having been raised after initial costs.

The Company's investment strategy was to offer combined exposure to cash or cash based funds and venture capital investments focused on companies with contractual revenues from financially secure counterparties. Initially investment exposure was intended to be predominantly to cash and cash based funds. By the end of the accounting period commencing no more than three years after VCT approval was given it was intended that at least 70% of the fund would be committed to VCT qualifying holdings with up to 30% remaining exposed to cash and cash based funds.

Venture Capital Trusts

VCTs were introduced in the Finance Act 1995 to provide a means for private individuals to invest in unquoted companies in the UK. The Finance Act 2004 introduced changes to VCT legislation designed to make VCTs more attractive to investors. The tax benefits available to eligible investors in VCTs include:

·; Up-front income tax relief of 30%

·; Exemption from income tax on dividends received

·; Exemption from capital gains tax on disposals of shares in VCTs.

The Company was provisionally approved as a VCT by Her Majesty's Revenue and Customs. In order to secure final approval the Company must comply with certain requirements on a continuing basis. Within three years from the effective date of provisional approval or later allotment at least 70% of the Company's investments must comprise "qualifying holdings" of which at least 30% must be in eligible ordinary shares. This investment criterion has now been achieved.

Financial Calendar

The Company's financial calendar is as follows:

11 July 2013 Annual General Meeting

October 2013 Interim report for the six months ending 31 August 2013 despatched

June 2014 Results for the year to 28 February 2014 announced; Annual Report and Financial Statements published.

Share Price

The Company has a share buy-back facility, committing to buy back shares at no more than a 10% discount to the prevailing NAV. We will be asking shareholders at the Annual General Meeting to extend the facility for the Company to purchase shares in the market for cancellation.

Shareholders should note that if they sell their shares within five years of subscription they forfeit any tax relief obtained. If you are considering selling your shares please contact TPIM on 020 7201 8989.

Investment Manager's Review

During the year the Company was able to make further investments into qualifying businesses, investing a net £8.3 million, so that as at 28 February 2013, qualifying investments represented 83% of net assets.

We are pleased that this programme ensured that the Company has satisfied the requirement to be 70% invested in qualifying investments.

The portfolio of small, unquoted investments is split between 26 companies across four sectors: cinema digitisation; hydro project management; renewable electricity generation from solar PV, anaerobic digestion and landfill gas; and SME lending.

Each of these investments meets Triple Point's investment criteria, with projected revenues generated by good quality customers and the potential for steady returns. Investments in each sector have been made with the benefit of rigorous selection criteria, including extensive due diligence and expert technical assessment.

Sector Analysis

The unquoted investment portfolio can be analysed as follows:

VCT Sector Review

Solar PV

The Company's investment portfolio includes 13 holdings in businesses generating renewable electricity from residential solar PV panels. Each company maintains relationships with specialist partners for technical and legal advice and operational maintenance. The solar businesses derive their revenues from the payment of index-linked Feed-In Tariffs (FITs), which are paid by the utility company E.ON. The performance of each of these businesses is closely monitored by Triple Point. We are pleased to report that the valuation review resulted in a modest uplift for the sector as a whole.

Cinema Digitisation

The businesses in the portfolio that own, maintain and operate digital equipment in cinemas in the UK and Continental Europe continue to perform in line with their objectives. Digital cinema projection conversion is paid for under the globally recognised Virtual Print Fee model, through which film studios pay for the cost of the deployment over a number of years. The majority of the revenues come from the six major investment grade Hollywood Studios. Film booking rates are significantly ahead of base line projections.

Anaerobic Digestion

Funds are invested in two renewable energy generating ventures which operate 1 MW anaerobic digestion plants. The plants use agricultural feed stocks to generate electricity for sale to a utility company. The electricity generation also attracts the Feed-in Tariff which provide RPI linked revenues for a 20 year period. The extraordinary high rainfall in 2012 contributed to a series of problems. The commissioning of the plants took place later than planned and the poor harvest has had an impact on feed stock quality. Whilst construction was successfully accomplished, the plants have since been operating below optimum efficiency.

Landfill Gas

The Company was able to take advantage of the opportunity to fund businesses seeking to generate renewable electricity from landfill gas from sites owned by public bodies in Northern Ireland. The gas is extracted from capped sites, these enterprises are at different stages of maturity, with the first having started to generate electricity for export to the National Grid in December 2012. These businesses give access to long term, reliable cash flows generated from strong counterparties through Government enshrined legislation (ROCs), the sale of electricity to a utility company and the potential for sale of electricity to local authorities.

Hydro Project Management

Highland Hydro Services Limited manages the planning and environmental impact studies for a portfolio of new small scale hydro electric power installations in the Scottish Highlands. All applications are proceeding according to plan with the first scheme having received planning consent in February 2013 and the second in March this year.

SME Lending

The Company has a £3.3 million investment in Broadpoint Limited, a finance company which provides short and medium term funding to businesses in the telecoms, cinema and renewable energy sectors.

Further details of the Company's ten largest unquoted investments are given on pages 10 to 14.

Outlook

The Company now has an established portfolio and we work closely with all the businesses which have received investment. Over the longer term, we expect the company to perform in line with its investment strategy and objectives.

If you have any questions, please do not hesitate to call us on 020 7201 8990.

Claire Ainsworth

Managing Partner

for Triple Point Investment Management LLP

15 May 2013

Report of the Directors- Investment Portfolio

Financial Assets are measured at fair value through profit or loss. The initial best estimate of fair value of these investments that are either quoted or not quoted on an active market is the transaction price (i.e. cost). The fair value of these investments is subsequently measured by reference to the enterprise value of the investee company, which is best deemed to reflect the fair value. Where the Board considers the investee company's enterprise value to remain unchanged since acquisition, investments continue to be held at cost less any loan repayments received. Where the Board considers the investee company's enterprise value has changed since acquisition, investments are held at a value measured using a discounted cash flow model.

Report of the Directors- Investment Portfolio - Additional Information on the Ten Largest VCT Unquoted Investments

The basis of valuation for all investments is transaction price which is the most reliable estimate of fair value.

The investments are a combination of debt and equity.

* Equity holding is equal to the voting rights 

Report of the Directors - Directors' Report

The Directors present their Report and the audited Financial Statements for the year ended 28 February 2013.

This report has been prepared in accordance with the requirements of S417 of the Companies Act 2006 and forms part of the Report of the Directors to shareholders. The Company's independent auditor is required by law to report on whether the information given in the Report of the Directors (including the business review) is consistent with the Financial Statements. The auditor's opinion is given on pages 27 to 28.

Activities and Status

The Company is a Venture Capital Trust and its main activity is investing.

The Directors are required by S417 of the Companies Act 2006 to make a review of the business. The business review is set out below with which should be included the Chairman's Statement on pages 1 to 2 and Investment Manager's Review on pages 6 to 7.

The Company has been provisionally approved as a VCT by HMRC.

The Company has been managed with the intention of maintaining its status as an approved Venture Capital Trust for the purposes of S274 of the Income Act 2007. The Company was not at any time up to the date of this report a close company within the meaning of S439 of the Corporation Tax Act 2010.

There have been no significant post balance sheet events.

Business Review and Key Performance Indicators

The Board has a number of performance measures to assess the Company's success in meeting its objectives. These include the net asset value, revenue and capital return, dividend per share and the percentage of VCT qualifying investments. Further details are provided within the Chairman's Statement on pages 1 to 2 and the Investment Manager's Review on pages 6 to 7. The Board believes that the Company will continue to satisfy all the VCT qualifying conditions laid down by HM Revenue & Customs.

The Board carries out a regular review of the environment in which the Company operates. The main areas of risk identified by the Board, along with the risks to which the Company is exposed through its operational and investing activities, are detailed on page 17 under the heading "Risk Management Objectives and Policies" and in note 15 "Financial Instruments and Risk Management."

Investment Policy

The Company's investment exposure initially was to cash and similar liquid assets. To comply with VCT rules, the Company has acquired (and subsequently maintained) a portfolio of VCT qualifying company investments in unquoted companies equivalent to a minimum of 70 per cent of the value of their investments, typically in investments ranging between £500,000 and £2,000,000 per company.

The unquoted investments encompass businesses with strong asset bases or, more typically, with contractual revenues from financially sound counterparties. The remaining net assets are exposed either to (1) cash or cash-based similar liquid investments or (2) investments originated in line with the Company's VCT qualifying investment policy but which do not qualify under the VCT rules for technical reasons. In order to limit the risk to the portfolio that is derived from any particular investment, no single investment by the Company represents more than 15% of the aggregate net asset value of the Company.

In respect of Venture Capital Investments (which represent qualifying investments under the tax rules applying to VCTs) TPIM sought:

• investments where robust due diligence has been undertaken into target investments;

• investments where there is a high level of access to regular material financial and other information;

• investments where the risk of capital losses is minimised through careful analysis of the collateral available to investee companies; and

• investments where there is a strong relationship with the key decision makers.

The Directors intend to return cash raised from exits promptly to shareholders, who will be given the opportunity to vote for the Company's discontinuation after six years.

Qualifying Investments

TPIM pursued investments in a range of industries but the type of business being targeted was subject to the specific investment criteria discussed below. The objective was to build a diversified portfolio of young unquoted companies which are cash generative and, therefore, capable of producing income and capital repayments to the Company prior to their disposal by the Company.

Although invested in diverse industries, it was intended that TP10's portfolio would comprise companies with certain characteristics, for example clear commercial and financial objectives, strong customer relationships and, where possible, tangible assets with value. TPIM focused on identifying businesses typically with contractual revenues from financially sound counterparties or a stream of predictable transactions with multiple clients. Businesses with assets providing valuable security were also considered. The objective was to reduce the risk of losses through ensuring reliability of cash flow or quality of asset backing and to provide investors with a potentially attractive income stream and modest but accessible capital growth.

The criteria against which investment targets were assessed include the following:

·; an attractive valuation at the time of the investment;

·; minimising the risk of capital losses;

·; the predictability and reliability of the company's cash flows;

·; the quality of the business' counterparties and suppliers;

·; the sector in which the business is active. Key targets include health, leisure, environmentally responsible and social enterprise sectors;

·; the quality of the company's assets;

·; the opportunity to structure an investment that can produce distributable income; and

·; the prospect of achieving an exit 5 years after capitalisation of the Company.

Directors

The Directors of TP10 VCT plc during the year were:

Robin Morrison (Chairman)

Robert Reid

Alexis Prenn

At 28 February 2013 Robin Morrison held 73,492 ordinary shares of 1p each (2012: 73,492 ordinary shares of 1p) and Alexis Prenn held 5,125 ordinary shares of 1p each (2012: 5,125 ordinary shares of 1p). There have been no changes in the holdings of the Directors between 28 February 2013 and the date of this report.

Robert Reid being a Director of another TPIM managed VCT is not considered independent. Therefore he will retire and offer himself for re-election at the Annual General Meeting to be held on 12 July 2013. Alexis Prenn having not been re-elected for 3 years must also retire and offer himself for re-election at the forthcoming Annual General Meeting. Alexis Prenn resigned as a principal of TPIM on 1 July 2011, after this date he was deemed to be independent.

The Board has considered provision B.7.2 of the UK Corporate Governance Code (June 2010) and believes that all the Directors continue to be effective and to demonstrate commitment to their roles, the Board and the Company.

Directors' and Officers' Liability Insurance

The Company has, as permitted by S233 of the Companies Act 2006, maintained insurance cover on behalf of the Directors and Company Secretary, indemnifying them against certain liabilities which may be incurred by them in relation to their offices with the Company.

Management

TPIM acts as Investment Manager to the Company. Theprincipal terms of the Company's management agreement with TPIM are set out in note 5 to the Financial Statements.

The Board has evaluated the performance of the Investment Manager based on the returns generated since taking on the management of the Fund and a review of the management contract and the services provided in accordance with its terms. As required by the Listing Rules, the Directors confirm that in their opinion the continuing appointment of TPIM as Investment Manager is in the best interests of the shareholders as a whole. In reaching this conclusion the Directors have taken into account the performance of other VCTs managed by TPIM and the service provided by TPIM to the Company.

Substantial Shareholdings

As at the date of this report no disclosures of major shareholdings had been made to the Company under Disclosure and Transparency Rule 5 (Vote Holder and Issuer Notification Rules).

Annual General Meeting

Notice convening the 2013 Annual General Meeting of the Company and a form of proxy in respect of that meeting can each be found at the end of this document.

Risk Management Objectives and Policies

As a Venture Capital Trust, the Company's objective is to provide shareholders with an attractive income and capital return by investing its funds in a broad spread of unlisted UK companies which meet the relevant criteria for investment by Venture Capital Trusts.

The Board carries out a regular review of the environment in which the Company operates. Financial instrument risk, market risk and liquidity risk are described in note 15.

VCT qualifying status risk: the Company is required at all times to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status. The loss of such approval could lead to the Company losing its exemption from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the Company and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment. The Investment Manager keeps the Company's VCT qualifying status under continual review and reports to the Board on a quarterly basis. The Board has also retained PricewaterhouseCoopers LLP to undertake an independent VCT status monitoring role.

Environmental, Social and Employee Issues

Due to the nature of the Company's activities, employee issues do not apply to it directly and therefore no disclosures in respect of these matters have been included in the Financial Statements. Its investment in companies engaged in the energy generation from renewable sources means it will contribute to the reduction in carbon emissions.

Share Capital, Rights Attaching to the Shares and Restrictions on Voting and Transfer

The Company's share capital is £600,000 divided into 60,000,000 shares of 1p each, of which 30,178,014 shares were in issue at 28 February 2013. As at that date none of the issued shares was held by the Company as treasury shares. Subject to any suspension or abrogation of rights pursuant to relevant law or the Company's articles of association, the shares confer on their holders (other than the Company in respect of any treasury shares) the following principal rights:

a) the right to receive out of profits available for distribution such dividends as may be agreed to be paid (in the case of a final dividend in an amount not exceeding the amount recommended by the Board as approved by shareholders in general meeting or in the case of an interim dividend in an amount determined by the Board). All dividends unclaimed for a period of 12 years after having become due for payment are forfeited automatically and cease to remain owing by the Company;

b) the right, on a return of assets on a liquidation, reduction of capital or otherwise, to share in the surplus assets of the Company remaining after payment of its liabilities pari passu with other holders of ordinary shares; and

c) the right to receive notice of and to attend and speak and vote in person or on a poll by proxy at any general meeting of the Company. On a show of hands every member present or represented and voting has one vote and on a poll every member present or represented and voting has one vote for every share of which that member is the holder. A validly executed appointment of a proxy must be received not less than 48 hours before the time of the holding of the relevant meeting or adjourned meeting or, in the case of a poll taken otherwise than at or on the same day as the relevant meeting or adjourned meeting, be received after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll.

These rights can be suspended. If a member, or any other person appearing to be interested in shares held by that member, has failed to comply within the time limits specified in the Company's articles of association with a notice pursuant to S793 of the Companies Act 2006 (notice by a Company requiring information about interests in its shares), the Company can until the default ceases suspend the right to attend and speak and vote at a general meeting and if the shares represent at least 0.25% of their class the Company can also withhold any dividend or other money payable in respect of the shares (without any obligation to pay interest) and refuse to accept certain transfers of the relevant shares.

Shareholders, either alone or with other shareholders, have other rights as set out in the Company's articles of association and in company law. (Principally the Companies Act 2006).

A member may choose whether his or her shares are evidenced by share certificates (certificated shares) or held in electronic (uncertificated) form in CREST (the UK electronic settlement system). Any member may transfer all or any of his or her shares, subject in the case of certificated shares to the rules set out in the Company's articles of association or in the case of uncertificated shares to the regulations governing the operation of CREST (which allow the Directors to refuse to register a transfer as therein set out); the transferor remains the holder of the shares until the name of the transferee is entered in the register of members. The Directors may refuse to register a share transfer if it is in respect of a certificated share which is not fully paid up or on which the Company has a lien provided that, where the share transfer is in respect of any share admitted to the Official List maintained by the UK Listing Authority, any such discretion may not be exercised so as to prevent dealings taking place on an open and proper basis, or if in the opinion of the Directors (and with the concurrence of the UK Listing Authority) exceptional circumstances so warrant, provided that the exercise of such power will not disturb the market in those shares. Whilst there are no squeeze-out and sell out rules relating to the shares in the Company's articles of association, shareholders are subject to the compulsory acquisition provisions in S974 to S991 of the Companies Act 2006.

Amendment of Articles of Association

The Company's articles of association may be amended by the members of the Company by special resolution (requiring a majority of at least 75% of the persons voting on the relevant resolution).

Appointment and Replacement of Directors

A person may be appointed as a Director of the Company by the shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) or by the Directors. No person, other than a Director retiring by rotation or otherwise, shall be appointed or re-appointed a Director at any general meeting unless he is recommended by the Directors or, not less than 7 nor more than 42 clear days before the date appointed for the meeting, notice is given to the Company of the intention to propose that person for appointment or re-appointment in the form and manner set out in the Company's articles of association.

Each Director who is appointed by the Directors (and who has not been elected as a Director of the Company by the members at a general meeting held in the interval since his appointment as a Director of the Company) is to be subject to election as a Director of the Company by the members at the first Annual General Meeting of the Company following his or her appointment. At each Annual General Meeting of the Company one third of the Directors for the time being, or if their number is not three or an integral multiple of three the number nearest to but not exceeding one-third, are to be subject to re-election.

The Companies Act allows shareholders in general meeting by ordinary resolution (requiring a simple majority of the persons voting on the relevant resolution) to remove any Director before the expiration of his or her period of office, but without prejudice to any claim for damages which the Director may have for breach of any contract of service between him or her and the Company.

A person also ceases to be a Director if he or she resigns in writing, ceases to be a director by virtue of any provision of the Companies Act, becomes prohibited by law from being a Director, becomes bankrupt or is the subject of a relevant insolvency procedure, or becomes of unsound mind, or if the Board so decides following at least six months' absence without leave or if he or she becomes subject to relevant procedures under the mental health laws, as set out in the Company's articles of association.

Powers of the Directors

Subject to the provisions of the Companies Act, the memorandum and articles of association of the Company and any directions given by shareholders by special resolution, the articles of association specify that the business of the Company is to be managed by the Directors, who may exercise all the powers of the Company, whether relating to the management of the business or not. In particular, the Directors may exercise on behalf of the Company its powers to purchase its own shares to the extent permitted by shareholders.

Auditor

Grant Thornton UK LLP offers itself for reappointment as auditor. In accordance with S489(4) of the Companies Act 2006 a resolution to reappoint Grant Thornton UK LLP as auditor and to authorise the Directors to fix their remuneration will be proposed at the forthcoming Annual General Meeting.

On behalf of the Board.

Robin Morrison

Director

15 May 201

Report of the Directors - Directors' Remuneration Report

Introduction

This report is submitted in accordance with schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008, in respect of the year ended 28 February 2013. The information included in this report is not subject to audit except where specified. This report also meets the Financial Services Authority's Listing Rules and describes how the Board has applied the principles relating to Directors' remuneration set out in UK Corporate Governance Code (issued June 2010)

Consideration by the Directors of Matters Relating to Directors' Remuneration

The Board as a whole considers Directors' remuneration and has not appointed a separate committee in this respect. The Board has not sought advice or services from any person in respect of its consideration of Directors' remuneration during the year.

Statement of the Company's Policy on Directors' Remuneration

The Board consists entirely of Non-Executive Directors, who meet at least four times a year and on other occasions as necessary, to deal with the Company's affairs. Directors are appointed with the expectation that they will serve for the five to six year expected life of the Company.

Each Director has a service contract. Each Director has a notice period of three months and a Director may resign by notice in writing to the Board at any time. None of the Directors is entitled to compensation payable upon early termination of their contract other than in respect of any unexpired notice period.

The Company's policy is that the fees payable to the Directors should reflect the time spent by the Board on the Company's affairs and the responsibilities borne by the Directors and should be sufficient to enable candidates of highcalibre to be recruited.

The Company's policy is for the Directors to be remunerated in the form of fees, payable quarterly in arrear, to the Directors personally. The fees are not specifically related to the Directors' performance, either individually or collectively. There are no long-term incentive schemes, share option schemes or pension schemes in place. No other remuneration or compensation was paid or payable by the Company during the year to any of the Directors.

Insurance cover has been provided by the Company to indemnify the Directors against certain liabilities which may be incurred by the Directors in relation to the Company's affairs.

Remuneration Committee

Since the Board consists solely of Non-Executive Directors, a Remuneration Committee is not considered necessary.

Share Dealings

There have been no trades in the Company's shares to date. Therefore, no performance graph comparing the share price of the Company over the year ended 28 February 2013 with the total return from a notional investment in the FTSE All-Share index over the same period has been included.

No market maker has been appointed and therefore no current bid and offer price is available for the Company's shares. However the Board's policy is to buy back shares from shareholders at a 10% discount to net asset value. The Company will produce a graph of its share performance once there is sufficient activity to mean that the graph would be meaningful to shareholders.

On behalf of the Board

Robin Morrison

Chairman 

15 May 2013

Report of the Directors - Corporate Governance

The Board of TP10 VCT plc has considered the principles and recommendations of the Association of Investment Companies Code of Corporate Governance (AIC Code) by reference to the Association of Investment Companies Corporate Governance Guide for Investment Companies (AIC Guide). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the UK Corporate Governance Code (June 2010), as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against principles and recommendations of the AIC Code, by reference to the AIC Guide, which incorporates the UK Corporate Governance Code (June 2010), will provide improved reporting to shareholders.

The Company is committed to maintaining high standards in corporate governance and has complied with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code (June 2010), except as set out at the end of this report in the Compliance Statement.

The Corporate Governance Report forms part of the Report of the Directors.

Board of Directors

The Company has a board of three Non-Executive Directors. Since all Directors are Non-Executive and day-to-day management responsibilities are sub-contracted to the Investment Manager, the Company does not have a Chief Executive Officer. The Directors have a range of business and financial skills which are relevant to the Company; these are described on page 3 of this report. Directors are provided with key information on the Company's activities, including regulatory and statutory requirements by the Investment Manager. The Board has direct access to company secretarial advice and compliance services provided by the Manager, which is responsible for ensuring that Board procedures are followed and applicable regulations complied with. All Directors are able to take independent professional advice in furtherance of their duties.

Any appointment of new Directors to the Board is conducted, and appointments made, on merit, with due regard for the benefits of diversity on the board, including gender. All directors are able to allocate sufficient time to the Company to discharge their responsibilities.

The Board meets regularly on a quarterly basis, and on other occasions as required, to review the investment performance and monitor compliance with the investment policy laid down by the Board. There is a formal schedule of matters reserved for Board decision and the agreement between the Company and the Manager has authority limits beyond which Board approval must be sought.

The Investment Manager has authority over the management of the investment portfolio, the organisation of custodial services, accounting, secretarial and administrative services. In practice the Investment Manager makes investment recommendations for the Board's approval. In addition all investment decisions involving other VCTs managed by the Investment Manager are taken by the Board rather than the Investment Manager. Other matters reserved for the Board include:

• the consideration and approval of future developments or changes to the investment policy, including risk and asset allocation;

• consideration of corporate strategy;

• approval of any dividend or return of capital to be paid to the shareholders;

• the appointment, evaluation, removal and remuneration of the Investment Manager;

• the performance of the Company, including monitoring the net asset value per share; and

• monitoring shareholder profiles and considering shareholder communications.

The Chairman leads the Board in the determination of its strategy and in the achievement of its objectives. The Chairman is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda, and has no involvement in the day to day business of the Company. He facilitates the effective contribution of the Directors and ensures that they receive accurate, timely and clear information and that they communicate effectively with shareholders. The Chairman does not have significant commitments conflicting with his obligations to the Company.

The Company Secretary is responsible for advising the Board on all governance matters. All of the Directors have access to the advice and services of the Company Secretary, which has administrative responsibility for the meetings of the Board and its committees. Directors may also take independent professional advice at the Company's expense where necessary in the performance of their duties. As all of the Directors are Non-Executive, it is not considered appropriate to identify a member of the Board as the senior Non-Executive Director of the Company.

The Company's articles of association and the schedule of matters reserved to the Board for decision provide that the appointment and removal of the Company Secretary is a matter for the full Board.

The Company's articles of association require that one third of the Directors should retire by rotation each year and seek re-election at the Annual General Meeting, and that Directors newly appointed by the Board should seek re-appointment at the next Annual General Meeting. The Board complies with the requirement of the UK Corporate Governance Code (June 2010) that all Directors are required to submit themselves for re-election at least every three years.

During the period covered by these Financial Statements the following meetings were held:

Audit Committee

The Board has appointed an Audit Committee of which Robin Morrison is Chairman, which deals with matters relating to audit, financial reporting and internal control systems. The Committee meets as required and has direct access to Grant Thornton UK LLP, the Company's auditor.

The Audit Committee safeguards the objectivity and independence of the auditor by reviewing the nature and extent of non-audit services supplied by the external auditor of the Company, seeking to balance objectivity and value for money.

The Audit Committee's terms of reference include the following roles and responsibilities:

·; reviewing and making recommendations to the Board in relation to the Company's published Financial Statements and other formal announcements relating to the Company's financial performance;

·; reviewing and making recommendations to the Board in relation to the Company's internal control (including internal financial control) and risk management systems;

·; periodically considering the need for an internal audit function;

·; making recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor;

·; reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional regulatory requirements;

·; monitoring the extent to which the external auditor is engaged to supply non-audit services; and

·; ensuring that the Investment Manager has arrangements in place for the investigation and follow-up of any concerns raised confidentially by staff in relation to propriety of financial reporting or other matters.

The committee reviews its terms of reference and effectiveness annually and recommends to the Board any changes required as a result of the review. The terms of reference are available on request from the Company Secretary.

The Board considers that the members of the committee are independent and collectively have the skills and experience required to discharge their duties effectively, and that the chairman of the committee meets the requirements of the UK Corporate Governance Code (June 2010) as to relevant financial experience.

The Company does not have an independent internal audit function as it is not deemed appropriate given the size of the Company and the nature of the Company's business. However, the committee considers annually whether there is a need for such a function and, if there were, would recommend it be established.

In respect of the year ended 28 February 2013, the audit committee discharged its responsibilities by:

• reviewing and approving the external auditor's terms of engagement and remuneration;

• reviewing the external auditor's plan for the audit of the Financial Statements, including identification of key risks and confirmation of auditor independence;

• reviewing TPIM's statement of internal controls operated in relation to the Company's business and assessing those controls in minimising the impact of key risks;

• reviewing periodic reports on the effectiveness of TPIM's compliance procedures;

• reviewing the appropriateness of the Company's accounting policies; and

• reviewing the Company's half-yearly results statements prior to Board approval.

Internal Control

The Directors have overall responsibility for keeping under review the effectiveness of the Company's systems of internal controls. The purpose of these controls is to ensure that proper accounting records are maintained, the Company's assets are safeguarded and the financial information used within the business and for publication is accurate and reliable; such a system can only provide reasonable and not absolute assurance against material misstatement or loss. The system of internal controls is designed to manage rather than eliminate the risk of failure to achieve business objectives. As part of this process an annual review of the internal control systems is carried out. The review covers all material controls including financial, operational and risk management systems. The Directors regularly review financial results and investment performance with the Investment Manager.

The Directors have established an ongoing process designed to meet the particular needs of the Company in identifying, evaluating and managing risks to which it is exposed. The process adopted is one whereby the Directors identify the risks to which the Company is exposed including, among others, market risk, VCT qualifying investment risk and operational risks which are recorded on a risk register. The controls employed to mitigate these risks are identified and the residual risks are rated taking into account the impact of the mitigating factors. The risk register is updated twice a year.

TPIM is engaged to provide administrative including accounting services and retains physical custody of the documents of title relating to investments.

The Directors regularly review the system of internal controls, both financial and non-financial, operated by the Company and the Investment Manager. These include controls designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained.

Internal control systems include the production and review of quarterly bank reconciliations and management accounts. The VCT is subject to a full annual audit. The auditors are the same auditors as other VCTs managed by the Investment Manager. The Investment Manager's procedures are subject to internal compliance checks.

Going Concern

After making the necessary enquiries, the Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future. The Board receives regular reports from the Manager and the Directors believe that, as no material uncertainties leading to significant doubt about going concern have been identified, it is appropriate to continue to apply the going concern basis in preparing the Financial Statements. There are no borrowings or banking facilities in place nor are they anticipated to be required going forward.

Relations with Shareholders

The Board recognises the value of maintaining regular communications with shareholders. In addition to the formal business of the Annual General Meeting, an opportunity is given to all shareholders to question the Board and the Investment Manager on matters relating to the Company's operation and performance. The Board and the Investment Manager will also respond to any written queries made by shareholders during the course of the year and both can be contacted at 4-5 Grosvenor Place, London, SW1X 7HJ or on 020 7201 8989.

Compliance Statement

The Listing Rules require the Board to report on compliance with the UK Corporate Governance Code (June 2010) provisions throughout the accounting period. With the exception of the limited items outlined below, the Directors consider that the Company has complied throughout the period under review with the provisions set out in the UK Corporate Governance Code (June 2010).

1. New Directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise (B.4.1).

2. Due to the size of the Board and the nature of the Company's business, a formal performance evaluation of the Board, its committees, the individual Directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise (B.6.1, B.6.3).

3. The Company does not have a senior Independent Director. The Board does not consider such an appointment appropriate for the Company (A.4.1).

4. The Company conducts a formal review as to whether there is a need for an internal audit function. The Directors do not consider that an internal audit would be an appropriate control for a Venture Capital Trust (C.3.6).

5. As all the Directors are Non-Executive, it is not considered appropriate to appoint a Nomination or Remuneration Committee (D.2.1 and B.2.1).

6. The Audit committee includes three Non-Executive Directors, one of which is not considered independent. The Board regularly reviews the independence of its Directors but does not consider it appropriate to appoint an additional Director to the Audit committee (C.3.1).

On behalf of the Board

Robin Morrison,

Chairman 

15 May 2013

Report of the Directors - Directors' Responsibility Statement

The Directors are responsible for preparing the Report of the Directors, the Directors Remuneration Report and the Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that year. In preparing these Financial Statements, the Directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; make judgments and accounting estimates that are reasonable and prudent;

·; state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the Financial Statements;

·; prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements and the Remuneration report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors confirm that: 

·; so far as each of the Directors is aware there is no relevant audit information of which the Company's auditor is unaware; and

·; the Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

The Company's Financial Statements are published on the TPIM website, www.triplepoint.co.uk. The maintenance and integrity of this website is the responsibility of TPIM and not of the Company. Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions. 

To the best of our knowledge:

·; the Financial Statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·; the Report of the Directors includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Robin MorrisonChairman15 May 2013

Independent auditor's report to the members of TP10 VCT plc

We have audited the Financial Statements of TP10 VCT Plc for the year ended 28 February 2013 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Shareholders' Equity, the Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and auditor

As explained more fully in the Directors' Responsibilities Statement set out on page 26, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the Financial Statements

A description of the scope of an audit of Financial Statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on Financial Statements

In our opinion the Financial Statements:

·; give a true and fair view of the state of the Company's affairs as at 28 February 2013 and of its profit for the year then ended;

·; have been properly prepared in accordance with IFRS as adopted by the European Union; and

·; have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

·; the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and

·; the information given in the Report of the Directors for the financial year for which the Financial Statements are prepared is consistent with the Financial Statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies Act 2006 we are required to report to you if, in our opinion:

·; adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

·; the Financial Statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or

·; certain disclosures of Directors' remuneration specified by law are not made; or

·; we have not received all the information and explanations we require for our audit.

Under the Listing Rules, we are required to review:

·; the Directors' statement, set out on page 25, in relation to going concern;

·; the part of the Corporate Governance Statement relating to the Company's compliance with the nine provisions of the UK Corporate Governance Code (June 2010) specified for our review; and

·; certain elements of the report to the shareholders by the Board on Directors' remuneration.

Tracey James

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

OXFORD

15 May 2013

Statement of Comprehensive Income

For the year ended 28 February 2013

The total column of this statement is the Statement of Comprehensive Income of the Company prepared in accordance with International Financial Reporting Standards (IFRS). The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP).

All revenue and capital items in the above statement derive from continuing operations.

This Statement of Comprehensive Income includes all recognised gains and losses.

The accompanying notes are an integral part of these statements.

Balance Sheet

at 28 February 2013

The statements were approved by the Directors and authorised for issue on 15 May 2013 and are signed on their behalf by:

Robin Morrison

Chairman

15 May 2013

Company registration number 6985211.

The accompanying notes are an integral part of this statement.

Statement of Changes in Shareholders' Equity

For the year ended 28 February 2013

The capital reserve represents the proportion of Investment Management fees charged against capital and realised/unrealised gains or losses on the disposal/revaluation of investments. The capital reserve is not distributable. The special distributable reserve was created on court cancellation of the share premium account. The revenue and special distributable reserve are distributable by way of dividend.

Statement of Cash Flows

For the year ended 28 February 2013