Final Results for the year ended 28 February 2025

16 June 2025

Triple Point Venture VCT Plc

(the "Company")

RESULTS FOR THE YEAR ENDED 28 FEBRUARY 2025

The financial information set out in these statements does not constitute the Company's statutory accounts for the year ended 28 February 2025, prepared in accordance with section 435 of the Companies Act 2006, but is derived from those accounts. Statutory accounts will be delivered to the Registrar of Companies in due course. The auditors have reported on these accounts and their report was unqualified and did not contain a statement under section 498(2) of the Companies Act 2006.

Results

Triple Point Venture VCT plc managed by Triple Point Investment Management LLP today announces the results for the year ended 28 February 2025.

These results were approved by the Board of Directors on 13 June 2025.

You may view the Annual Report in due course on the Triple Point website www.triplepoint.co.uk. Please note that page numbers in this announcement are in reference to the Annual Report.

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT

The Company's LEI is 213800AOOAQA5XQDEA89

Further information on the Company can be found on its website https://www.triplepoint.co.uk/current-vcts/triple-point-venture-vct-plc/s2539/

NOTES:

The Company is a Venture Capital Trust incorporated in July 2010 and was established to fund small and medium sized enterprises. The Investment Manager is Triple Point Investment Management LLP.

Financial Summary

Triple Point Venture VCT plc ("the Company" or "TPV") is a Venture Capital Trust ("VCT"). The Investment Manager is Triple Point Investment Management LLP ("TPIM" or "Triple Point"). The Company was incorporated in July 2010.

During the year ended 28 February 2025, the Company issued a total of 24,416,356 new Venture Shares, raising gross proceeds of £24.1 million with an average price per share of £0.99. Additionally, Dividend Reinvestment Schemes ("DRIS") on 18 March 2024 and 2 December 2024 saw a further 520,375 shares issued at an average price of £0.93. A total of 507,818 Venture Shares were repurchased by the Company for cancellation during the year, at 5% discount to NAV.

The Strategic Report on pages 5 to37, the Directors' Report on pages 56 to59, the Corporate Governance Report on pages 40 to46and the Directors' Remuneration Report on pages 51 to 55 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 Triple Point Venture VCT plc.

The Directors submit to the members their Annual Report and Financial Statements for the Company for the year ended 28 February 2025 ("Annual Report").

Key Highlights

* Deployment during the year to 28 February 2025 excludes £2.2m relating to the non-cash, share-for-share acquisition of Vyne Technologies by Tarabut Gateway.

Strategic Report - Chair's Statement

I am pleased to present the Annual Report and Audited Financial Statements for the Company for the year ended 28 February 2025.

The Company has a single share class (the "Venture Shares") investing in early-stage venture opportunities. The portfolio has continued to grow and diversify, with four new qualifying investments made this year and participation in seven follow-on funding rounds with existing portfolio companies at a total value of £7.7m, while four investments were disposed of at a net loss of £0.4 million. Further detail can be found in the Investment Manager's Review on pages 24 to 27.

The total return NAV per share (including cash dividends paid to Shareholders) has increased by 0.81% (from 109.55p to 110.44p) over the period since 29 February 2024.

The Investment Manager's Review on pages 24 to 27 gives a more detailed update on the Company's investment portfolio.

As at 28 February 2025, the Company's net assets were 63% invested in a portfolio of VCT Qualifying and Non-Qualifying unquoted investments. 34% of the Company's net assets are currently held in Money Market funds and cash, and 3% in other net current assets.

Board Changes

As set out in the 2024 Annual Report, I succeeded Jane Owen as Chair of the Board following the AGM held on 23 July 2024, whereby Jane Owen stepped down as Chair and Non-Executive Director on the same date. In addition, effective 8 February 2024, Sam Smith was appointed to the Board as Senior Independent Non-Executive Director and a member of the Audit Committee.

Venture Portfolio

This marks the sixth year of our Venture strategy, during which we have grown our portfolio to 49 active companies. Since inception, we have successfully realised three profitable exits (one cash exit and two paper exits), while four companies exited at a loss.

The funding landscape for startups improved marginally compared to the previous year. As always, high-quality ideas and strong teams continue to attract capital, with later-stage venture capital (VC) funds increasingly looking to provide seed funding to more exciting, earlier-stage opportunities that were once the preserve of smaller VC funds.

Competition for the highest quality seed-stage deals within the VC market has intensified in recent months, as investors sought out quality following uncertain global macroeconomic conditions. In-demand deals have faced real competition, while those less in-demand deals have found raising capital harder than before. This dynamic has implications for our portfolio companies as they navigate subsequent funding rounds, with successful fund raises tending to be both larger and less frequent than 18-24 months ago. At the same time, the bar for securing funding beyond the seed stage has risen since the VC boom of 2022, making continued financing for early-stage companies far from guaranteed. Consequently, we have observed a growing trend of founders being disciplined with capital or otherwise choosing to rely on internal resources to grow their businesses before seeking external funding.

In August 2024, the Bank of England reduced the base rate from 5.25% to 5.0%. This was followed by two more cuts, bringing the rate down to 4.5% by February 2025. These actions reflected the Bank's efforts to balance economic growth while managing inflation. While interest rates have started to decline in the UK, US and EU, they remain above the period between 2009-2022. Inflation has proven more persistent than many had expected, so it is likely that interest rates will remain higher for longer than had been hoped for only 6-12 months ago. Despite the slightly more favourable cost of capital, venture funds have maintained a more selective approach, prioritising the funding of sustainable business models and clearer paths to profitability than was the case 3-5 years ago. Given the ongoing economic uncertainty, VC firms continue to place a premium on experienced founder teams, strong unit economics, more realistic valuations, and achievable growth milestones.

As mentioned in my interim report, the new UK Labour government has reaffirmed its support for the UK tech sector in general (see further comment on AI in my Outlook section below) and its support of the Venture Capital Trust sector specifically. AI has continued as a dominant theme in VC investment, particularly in London, which has solidified its status as a global AI hub. In 2024, UK AI startups secured record-breaking funding, driven by demand for automation, generative AI, and machine learning applications. Companies in the VCT's portfolio that have invested in AI to automate or enhance services include Paloma Health, Aptem and SeeChange.

While climate tech has faced some political headwinds in the US, particularly following the election of Donald Trump, we remain confident in the sector's long-term viability and the inevitable transition to sustainable energy and supply chain sources, which will bring substantial investment opportunities. We will continue to invest in start-ups that can effectively deploy software and other technology to improve the sustainability and efficiency of larger businesses.

Exit strategies have evolved, with IPOs becoming less frequent, and mergers and acquisitions (M&A) emerging as the preferred route. Larger corporations and well-established startups are actively acquiring smaller companies to strengthen their market positions, a trend particularly evident in the fintech sector. Despite global uncertainties, the UK remains a dynamic centre for venture capital activity, adapting to challenges and capitalising on new opportunities.

A snapshot of the new companies into which the Company has invested during the year is set out below.

VCT market and our new offer

The overall VCT market itself continues to be robust, with any doubts about the continuation of the EIS and VCT tax relief scheme beyond 2025 (when the current EIS/VCT "Sunset Clause" was due to expire) now thankfully resolved following the enactment of the Finance Act 2023, which extended the VCT tax reliefs until 6 April 2035. EU approval was also received in September 2024.

Investors should remain aware that NAV volatility will remain, and that investments may be impacted by trends in global venture capital valuations, as well as by the portfolio companies' own underlying commercial performance.

The Company's sixth offer for subscription closed on 31 July 2024 having raised £18.5 million, net of costs, and over the full year to 28 February 2025 the Company raised £23.5 million. The seventh offer for subscription opened in September 2024 and I am pleased to report that it is progressing very well, with a total of £8.1 million raised in March and April. We believe the recent fundraising puts the Company in a strong financial position (see Liquidity section below).

The strategy remains focused on building a portfolio of qualifying venture investments in early-stage companies capable of generating significant long-term capital growth with a focus on the business-to-business (B2B) technology sector, while enabling investors to take advantage of the substantial tax reliefs available to investors of VCTs, including 30% income tax relief on amounts invested.

In line with the Company's key objectives, a second interim dividend of two pence per Share was declared by the Company on 6 January 2025 and paid to Shareholders on 17 March 2025. Total dividends paid during the financial year were four pence per Share. The Board aims to declare further dividends in the year to February 2026, contingent on availability of distributable reserves and realised gains. The VCT continues to target a dividend of five pence per Share in the medium term, again contingent on the availability of distributable reserves and realised gains.

Liquidity

The Company has sufficient liquidity, predominantly from its fundraising, with cash and cash equivalents totalling £28.6 million (34% of net asset value) at 28 February 2025. This means that the Company will be able to respond quickly to new investment opportunities for the portfolio as they arise.

Share Buy-Backs

Subject to distributable reserves and liquidity, and other strategic considerations, we aim to offer a buy-back facility for the Company's Shares at a 5% discount to NAV.

During the year ended 28 February 2025, a total of 507,818 Venture Shares were repurchased by the Company for cancellation at a 5% discount to NAV. The average prices paid for the buy-back of Shares were as follows:

These transactions represent 0.8% of the opening issued Share capital of the Company.

VCT Qualifying Status

The Company has maintained its approved venture capital trust status with HM Revenue & Customs. The Company's compliance with the VCT-qualifying conditions is closely monitored by the Board, who receive regular reports from the Investment Manager and a report annually from our VCT tax compliance advisers, Philip Hare & Associates LLP.

VCT Legislation and Regulation

Following continuous dialogue with HMRC, the VCT industry benefits from greater clarification around the operation of the new VCT rules introduced in 2015. As a result, the majority of investments are now made on the basis of self-assuring their qualifying status, subject to the receipt of professional advice from our tax advisers.

We will continue to work closely with the Investment Manager to ensure the Company remains compliant with the scheme rules.

Post Year-End Update

Following the year-end, the Company has allotted a further 8,884,514 Shares into the Venture Strategy, raising additional net proceeds of £8.1 million for the Company during March and April 2025. The offer will remain open until 31 July 2025, unless fully subscribed at an earlier date.

A two pence per Share dividend was declared in January 2025, and following the period end, was paid to the Shareholders on 17 March 2025.

In March 2025, the Company bought back 389,041 Shares at a gross price of £0.894 per Share. The Shares were subsequently cancelled.

Outlook

In our interim report to 31 August 2024, we highlighted investment opportunities in climate tech, digital health, and AI. Since then, we have made strategic investments in all three sectors (see the Investment Manager's Review below) and will continue to actively pursue deal flow in these areas.

AI remains a dominant force, with UK startups raising record-breaking amounts in 2024. In late 2024, the UK government announced a £3.5 billion investment in the tech sector, including £1 billion dedicated to AI and supercomputing advancements. While much of the funding has been directed toward the capital-intensive initial AI development, we see significant opportunities in the application layer across multiple industries.

As I write, new opportunities for start-ups may be emerging, as it has become evident that there will be a significant boost to defence spending in Europe and a greater drive for self-sufficiency in some of those key sectors in the UK and Europe. With rising global instability - driven in part by developments in the US - we anticipate increased opportunities in defence technology and cybersecurity; the growing prevalence of AI-driven cyber threats underscores the importance of innovation in these areas, creating attractive investment prospects. We believe that despite macroeconomic and geopolitical uncertainties, these dynamic conditions will continue to present compelling investment opportunities. As the ironic expression goes: "May you live in interesting times."

If you have any questions regarding your investment, please do not hesitate to contact the Investment Manager, Triple Point, on 020 7201 8990. I would like to take this opportunity to thank our Shareholders and the Investment Manager for their continued support. We look forward to welcoming new Shareholders in the months ahead.

Jamie Brooke

Chair

13 June 2025

Strategic Report - Company Strategy and Business Model

The Strategic Report has been prepared in accordance with the requirements of Section 414C of the Companies Act 2006. Its purpose is to inform the members of the Company and help them to assess how the Directors have performed their duty to promote the success of the Company in accordance with Section 172 of the Companies Act 2006.

The Directors assess the Company's success in meeting its objectives in relation to returns, stability, VCT qualification and realised exits.

Investment Policy

Investment Objectives

The Company's Investment Policy is directed towards new investments in businesses which have the potential for high growth with the development or use of new technology being at the core of the commercial opportunity. All investments must provide the potential for a strong, positive, risk-adjusted return to investors. All investments will be made with the intention of growing and developing the revenues and profitability of the target businesses.

The Company focuses on providing funding to unquoted companies at an early stage in their lifecycle to help them grow and scale. The Company will typically make initial investments of between £100,000 and £2 million, and may make further follow-on investments into existing portfolio companies. The intention is to build a portfolio of predominantly unquoted companies with significant growth potential across a diversified range of sectors.

The Company will not vary these objectives to any material extent without the approval of the Shareholders.

Target Asset Allocation

The Company aims to invest most of its capital fully in VCT-Qualifying Investments. The long-term investment profile of the Company is expected to be:

· at least 80% in VCT-Qualifying Investments, with a focus on unquoted companies with high growth

potential; and

· a maximum of 20% in permitted Non-Qualifying Investments, cash or cash-based similar liquid investments.

Qualifying Investments

Investment decisions made must adhere to HMRC's VCT qualification rules. In considering a prospective investment in a company, particular regard is given to:

· the track record, expertise and ability of the management team with clear commercial and financial objectives;

· a significant, often global, total addressable market for the product or service;

· the ability of the company to create and sustain a competitive advantage;

· the quality of the company's assets, in particular where appropriate, the ownership and effective use of proprietary technology and/or an innovative product;

· the high likelihood of a transformational corporate contract and established market fit and then the opportunity to develop regular, repeated income from new clients, leading to growth and long-term profitability;

· a high level of access to regular financial and other information during the holding period;

· an attractive valuation at the time of the investment;

· the long-term prospect of being sold or listed in the future at a significant multiple of the initial investment value; and

· no more than 10% of the NAV of the Company will be invested in companies which are not revenue-generating (at the point of investment) or where there is no expectation of revenues being generated in the near future.

As the value of investments increase, Triple Point will monitor opportunities for the Company to realise capital gains to enable the Company to make tax-free distributions to Shareholders.

Non-Qualifying Investments

The Non-Qualifying Investments will be managed with the intention of generating a positive return. The Non-Qualifying Investments will comprise from time to time a variety of assets including (a) short-term deposits of money, Shares or units in alternative investment funds (which have the meaning given by regulation 3 of the Alternative Investment Fund Managers Regulations 2013) or in undertakings for the collective investment in transferable securities (which have the meaning given by Section 363A(4) of the Taxation (International and Other Provisions) Act 2010), which may be repurchased, redeemed, or paid out on no more than seven days' notice; and (b) ordinary Shares or securities in a company which are acquired on a regulated market (defined in Section S274(4) ITA 2007).

Borrowing Powers

Any borrowing by the Company for the purposes of making investments will be in accordance with the Company's articles of association. To the extent that borrowing is required, the Directors will restrict the borrowings of the Company and exercise all voting and other rights or powers of control over its subsidiary undertakings (if any) to ensure that the aggregate amount of money borrowed by the Company, being the Company and any subsidiary undertakings for the time being (excluding intra-Company borrowings), will not, without Shareholder approval, exceed 30% of its NAV at the time of any borrowing.

Risk Diversification

The Company aims to invest in a number of different businesses within a variety of industry sectors, but may focus investments in a single sector where appropriate to do so. No single investment by the Company will represent more than 15% of the aggregate NAV of the Company at the time the investment is made.

Valuation Policy

All unquoted investments are valued in accordance with International Private Equity and Venture Capital Valuation (IPEV) or similar guidelines. A brief summary of the IPEV guidelines as it applies to the Company's investments is as follows:

· investments should be reported at fair value where this can be reliably determined by the Board on the recommendation of the Investment Manager;

· in estimating fair value for an investment, the valuation methodology applied should be the most appropriate for a particular investment. Such methodologies, including the price of the recent investment, revenue multiples, net assets, discounted cash flows or earnings and industry valuation benchmarks, should be applied consistently. The price of recent transactions should not be assumed and should be calibrated against a scorecard or other appropriate measures;

· where the valuation is based on the price of a recent investment, this may be adjusted to reflect subsequent business performance and variations from expectations at the time of investment.

Co-Investment Policy

The Company may invest alongside other funds or entities managed or advised by the Investment Manager which would help the Company to broaden its range of investments or the scale of opportunities more than if it were investing on its own.

It is possible that conflicts may arise in these circumstances between different funds or between the Company and the Investment Manager. The Investment Manager maintains robust conflict of interest procedures to manage potential conflicts and issues are resolved at the discretion of the independent board of the Company.

Dividend Policy

The Company will distribute by way of dividend, where there are sufficient applicable reserves, such amount as ensures that it retains not more than 15% of its income from shares and securities. The Directors aim to maximise tax-free distributions to Shareholders of income or realised gains. It is envisaged that the Company will distribute most of its net income each year by way of dividend, subject to distributable reserves and liquidity.

The Company aims to distribute regular dividends of up to five pence per Share per annum in the medium-term. The Company's ability to pay dividends is subject to the existence of distributable reserves and liquidity.

Share Buy-Back Policy

The Company aims, but is not committed, to offer liquidity to Shareholders through buy-backs, subject to the availability of distributable reserves, at a target price of a 5% discount to NAV.

Share Realisation Policy

After an anticipated holding period of between seven and ten years, which may include follow-on investments into investee companies as appropriate, Triple Point will generally seek to identify opportunities to exit investments.

Exits will typically be realised through trade sales to businesses, acquisitions by private equity funds, or selling shareholdings to later stage venture and growth capital funds during the course of further investee company fundraising activity. Sales during the course of further investee company fundraising activity may include investee companies buying back Shares at a price reflecting the valuation at that stage. The proceeds of any realisation will be used to identify further investment opportunities and to pay dividends to investors.

Key Performance Indicators ("KPIs")

As a VCT, the Company's objectives are to provide Shareholders with up front tax relief and returns through capital appreciation and the payment of dividends. The Company aims to meet these criteria by investing its funds in line with the Company's investment policy, more detail of which can be found on pages 12 to 13.

The Board expects the Investment Manager to deliver a performance which meets the objectives of providing investors with an attractive income and capital return. The Board has identified four primary KPIs, which are total return, Net Asset Value per Share, earnings per Share and ongoing charges ratio, that it uses in its own assessment of the Company's performance, set out below. Of these KPIs, total return and ongoing charges ratio are classified as Alternative Performance Measures and are detailed further under Unaudited Alternative Performance Measures on page 93.

These are intended to provide Shareholders with sufficient information to assess how the Company has performed against its objectives in the year to 28 February 2025, and over the longer term, through the application of its investment and other principal policies.

VCT Regulation

Compliance with VCT legislation

By making an investment in a Venture Capital Trust, Shareholders become eligible for several tax benefits under VCT tax legislation. This is, however, contingent on the Company complying with VCT tax legislation.

To achieve compliance, the Company must meet a number of tests set by HMRC. A summary of these steps is set out on page 58 under "VCT Regulation".

The Board can confirm that, throughout the year ended 28 February 2025, the Company continued to meet these legislative requirements.

Tax Benefits

Investing in a VCT brings the benefit of tax-free dividends, as well as up-front income tax relief and exemption from capital gains tax on disposal.

Investors can invest up to £200,000 in VCTs per tax year and receive tax relief of up to £60,000 (30%). To benefit from the relief, an investor must have paid or owe as much tax during the tax year in which you invest. To keep the relief, VCT investments must be held for at least five years.

Although VCTs are typically growth investments and any capital growth is tax-free, the majority of returns are normally paid through tax-free dividends. After the sale of a successful company within the portfolio, the profit can be distributed to investors as a larger or special dividend, and the remaining capital reinvested in new opportunities. A sale of VCT shares after the five-year holding period is exempt from capital gains tax.

The Investment Manager, utilising advice from Philip Hare & Associates LLP, ensures continued compliance with any legislative changes.

The Company has been approved as a VCT by His Majesty's Revenue and Customs.

Principal Risks and Uncertainties and Emerging Risks

The Directors seek to mitigate the Company's principal risks by regularly reviewing performance and monitoring progress and compliance. In the mitigation and management of these risks, the Directors carry out a robust assessment of the Company's emerging and principal risks, including those that would threaten its business model, future performance, solvency or liquidity and reputation.

The main areas of risk identified by the Company, including those arising from its operational and investing activities, are detailed below. The Board maintains a comprehensive risk register, reviewed at least twice a year by the Audit Committee, which sets out the risks affecting both the Company and its investee companies. This forms part of a broader risk management framework that categorises risks as Strategic, Financial (including Investment and Liquidity), and Non-Financial (including Operational, Regulatory and Governance). Emerging risks are assessed separately to evaluate their potential impact and identify any necessary mitigations.

The risk register also identifies emerging risks to determine whether any actions are required. As it is not possible to eliminate risks completely, the purpose of the Company's risk management policies and procedures is to identify and manage risks, reducing possible adverse impacts.

Details of the Company's internal controls are contained in the Corporate Governance section on pages 40 to 46 and further information on exposure to risks including those associated with financial instruments is given in note 19 of the financial statements.

The Directors have reviewed the current register and can confirm that the risk landscape is broadly unchanged and the risks presented remain stable with no material changes to report.

Summary of Principal Risks and Mitigations

Emerging Risks

Climate Change Risk

Due to the medium to long-term time horizon of Climate Change, this risk is deemed as an emerging risk.

Climate Change or related legislation is considered unlikely to have a major near-term impact on the Company, as the vast majority of the portfolio is made up of a diversified range of software-based businesses. Each prospective new company holding is considered with regard to how it may be impacted by climate change, particularly in relation to sources of energy and costs associated with data storage, and how this could in turn affect future growth. Should it be relevant, the possible impact of other physical and transitional risks will be considered.

Triple Point as Investment Manager is committed to sound management of climate risk and opportunity to ensure the long-term protection of asset value through reduction of exposure to the risk and also to contribute to essential carbon reduction requirements. The Investment Manager has now set and published near-term science-aligned Net Zero targets. These targets are available in Triple Point's annual Sustainability Report and also via the Net Zero Asset Managers Initiative of which Triple Point are signatories. Triple Point also publish a Carbon Reduction Plan which is available on its website.

Artificial Intelligence (AI) Risk

Artificial Intelligence (AI) continues to evolve rapidly, presenting both opportunities and emerging risks for the financial services sector. While AI technologies have the potential to enhance efficiency, improve decision-making, and create new investment insights, their increasing adoption also introduces several areas of uncertainty and potential disruption.

Triple Point as Investment Manager continue to monitor developments in AI closely, both as a source of innovation and as a potential source of volatility. The Board, in conjunction with the Investment Manager, will remain vigilant in assessing AI-related exposures and adjusting the risk framework accordingly to protect shareholder interests.

Macroeconomic Conditions

A turbulent global macroeconomic environment threatens early-stage startups' growth and fundraising prospects. After the pandemic-era boom, monetary tightening and inflation have created a "new normal" of high interest rates and cautious capital markets.

As a consequence, B2B startups find it harder to win new contracts as clients tighten spending and therefore face greater challenge in demonstrating a clear path to profitability.

Moreover, higher interest rates and weaker public markets reduce exit opportunities (fewer IPOs or acquisitions), potentially lengthening holding periods.

In addition to macroeconomic risk, any sustained deterioration of trust, liquidity or capital in the banking sector could have a material impact on existing portfolio companies, given their reliance on existing cash reserves to fund regular outgoings. The Investment Manager continues to closely monitor the cash position of portfolio companies.

Geopolitical Instability and Supply Chain Disruption

Heightened geopolitical tensions and conflicts worldwide pose an emerging risk that can ripple into the UK tech startup scene. Ongoing wars and geopolitical frictions - from the Russia-Ukraine conflict to US-China tech/trade disputes - have destabilising effects on supply chains, energy prices, and investor confidence.

Triple Point's diversified sector approach offers some hedge - for instance, digital health or fintech ventures might be less directly affected by manufacturing supply shocks - but broad instability and market volatility caused by geopolitical events can dampen exit markets and investor sentiment across all sectors.

Going Concern

The Company's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Investment Manager's Review. The Company faces a number of risks and uncertainties, as set out above.

The Company's going concern position is also discussed in note 2 to the financial statements.

The Financial Risk Management objectives and policies of the Company, including exposure to price risk, interest rate risk, credit risk and liquidity risk, are discussed in note 19 to the financial statements.

The Company continues to meet day-to-day liquidity needs through its cash resources on hand. The Company takes an active approach to manage liquidity and increase the return on cash held.

The Company continues to raise funds via new share issues to investors, and at the reporting date, the Company had cash of £28.6 million and net current assets of £31.2 million (2024: £18.1 million). A further £8.1 million has been raised since the reporting date, further strengthening the Company's liquidity position.

The major cash outflows of the Company continue to be the payment of dividends to Shareholders, costs relating to the funding of investments and management fees due to the Investment Manager. Dividends and, for the most part, new investments, are discretionary.

The Directors have reviewed cash flow projections, including various scenarios comprising a plausible downside scenario, where fundraising is at a reduced level and inflation remains higher for longer, and a severe downside scenario, whereby the Company does not raise any future capital and inflation remains higher for longer. In both downside scenarios, the Company has sufficient financial resources to meet its obligations for at least 12 months from the date of this report.

Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

Viability Statement

In accordance with the FRC UK Corporate Governance Code published in 2018 and provision 36 of the AIC Code of Corporate Governance, the Directors have assessed the prospects of the Company over a period of five years, consistent with the expected minimum investment holding period of a VCT investor. Under VCT rules, subscribing investors are required to hold their investment for a five-year period in order to benefit from the associated tax reliefs. The Board considers five years as a reasonable time period for reviewing the Company's prospects.

In order to assess this requirement, the Board regularly considers the Company's strategy and considers the Company's current position. The Board has carried out a robust assessment of the principal and emerging risks, including those that would threaten the Company's business model, future performance, solvency or liquidity and reputation. Consideration has also been given to the Company's reliance on, and close working relationship with, the Investment Manager. This has enabled the Directors to state that 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 their assessment. 

More information on the principal risks of the Company is set out on pages 16 to 17.

The Board has considered both the Company's long-term and short-term cash flow projections and considers these to be realistic and reasonable.

To provide this assessment the Board has considered the Company's financial position and ability to meet its expenses as they fall due as well as considering longer-term viability. Factors taken into account include:

· the expenses of the Company are predictable and modest in comparison with the assets, and there are no capital commitments foreseen which would alter that position;

· the Company has no employees, only Non-Executive Directors, and consequently, does not have redundancy or other employment related liabilities or responsibilities;

· most of the Company's investments will involve a medium to long-term commitment and will be relatively illiquid, but the Company reduces the risk as a whole by careful selection and timely realisation of investments;

· the Directors will continue to monitor closely changes in the VCT legislation and adapt to any changes to ensure the Company maintains approval. The Directors have appointed an independent adviser to undertake the VCT status monitoring role; and

· the Directors have considered the ongoing and future effects of external events (such as global tensions and conflicts) on the Company and its longer-term viability. More detail on this is included in the Principal Risks and Uncertainties section on pages 16 to18.

Based on the results of this review, the Directors have a reasonable expectation that the Company will be able to continue its operations and meet its expenses and liabilities as they fall due over the period of their assessment.

Section 172(1) Statement

The following disclosure describes how the Directors have had regard to the matters set out in Section 172(1)(a) to (f) when performing their duty under Section 172 and forms the directors' statement required under Section 414CZA of the Companies Act 2006.

Stakeholder Engagement

This section describes how the Board engages with its key stakeholders, and how it considers their interests when making its decisions. Further, it demonstrates how the Board takes into consideration the long-term impact of its decisions, and its desire to maintain a reputation for high standards of business conduct.

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Principal Decisions

Below are the principal decisions made or approved by the Directors during the year. In taking these decisions, the Directors considered their duties under Section 172 of the Act. Principal decisions have been defined as those that have a material impact on the Company and its key stakeholder as defined above.

Auditor appointment

During the period, an audit tender process was undertaken. Following this process, Deloitte LLP were appointed, replacing BDO LLP as the Company's Auditor. Further information pertaining to the audit tender process is contained within the Audit Committee Report on page 49.

Payment of dividends

During the year, the Company paid a total of four pence per Share interim dividends and declared a further two pence per Share interim dividend on 6 January 2025, which was paid shortly after the period end on 17 March 2025.

Strategic Report - Investment Manager's Review

Sector Analysis

The portfolio has continued to grow and diversify, with four new qualifying investments made this year and participation in seven follow-on funding rounds.

The unquoted investment portfolio can be analysed as follows:

* Under current VCT regulations, the Company has three years before undeployed cash counts towards the qualifying status of the Company. Undeployed cash is therefore not taken into account in determining the current qualifying status percentage of the Company, which at the year-end was above 80%.

Mixed economic conditions defined the year, as we saw a drop in the overall number of venture capital deals across Europe and the US. Despite this, the portfolio continued to demonstrate resilience and the Triple Point Ventures team continued to make good progress in deploying the Company's cash into qualifying investments. The team completed four new qualifying investments, as well as seven follow-on investments. These were made across a range of sectors spanning health, climate, hospitality operations, fintech and sales operations. Climate and health are two sectors in which the team has particular experience and continues to see considerable opportunities. At the end of February 2025, the portfolio consisted of stakes in 49 qualifying businesses.

The Company distributed £2.8m to Shareholders during the year by way of dividends.

Strategy

The Company looks to maximise Shareholder returns by investing in innovative early-stage businesses, typically at the point where they have achieved some market validation for their product or service, with one or more contracts secured with a corporate customer. The core investment focus for the Company has been at the Seed and Series A stage funding rounds, investing in B2B technology companies - often with a specialist software product - that are raising funds to drive product and sales development in order to take their revenues to the next level. The Company also seeks to invest in some Pre-Seed businesses every year (which may be pre-revenue), where there is a particularly compelling opportunity; perhaps because of the founding team, the product opportunity, or the feedback we have received from potential customer due diligence. In deploying the strategy, the team apply proportionate consideration of how environmental, social and governance factors may contribute to current and future business strength or weakness, and give consideration to the scale of any negative outcomes that could result from a company's activities.

NAV and Funding Environment

The NAV per share decreased to 95.44 pence from 98.55 pence at the end of last year, representing a 3.2% reduction. The total return for the Company, being NAV plus cumulative dividends paid up to 28 February 2025 of 15 pence per Share, is 110.44 pence per Share (2024: 109.55 pence per Share). During the year, we were pleased to pay four pence per Share of dividends to investors. Last March's two pence per Share interim dividend payment was the fifth dividend for the Venture Shares, with an additional sixth interim dividend of two pence per Share paid in December 2024, bringing total dividends paid as at 28 February 2025 to fifteen pence per Share.

While the UK and European economies remain sluggish, a reduction in interest rates has improved market conditions slightly, lowering the cost of capital for start-ups. However, venture funding remains selective. Data from Pitchbook indicates an 8% year-on-year decline in total capital invested in European start-ups in 2024 and a 23% drop in the number of VC deals, along with a 20% rise in average deal sizes. This shows that investors are backing fewer but stronger-performing companies, creating a "feast or famine" dynamic for start-ups. This follows a pattern on which we have reported previously, where VC funds continue to challenge what "good" looks like at each stage of the venture journey. Investors are investing larger amounts, in fewer, very strongly performing companies.

Despite the challenging environment, portfolio activity remained strong, with 14 companies raising additional funding. Nine companies secured equity financing at higher valuations, three raised capital via convertible loan notes (or similar), while the remaining two companies raised funding rounds at lower share prices than the previous rounds, otherwise known as "down-rounds." Considering the relatively tough venture funding environment, we are not surprised to see some further down-rounds in the portfolio. As we have reported previously, while this is naturally disappointing, and impacts valuations, we believe down-rounds can be positive for the ecosystem, as they give life to companies that have not met their projection and may otherwise be forced to close.

Deal Origination and Deployment

During the year under review, the team successfully completed four new investments. These included a seed-stage investment into Treefera (an AI-enabled data platform for the commodity supply chain and carbon markets), a pre-seed investment into Paloma Health (a tech-enabled service provider for speciality care, initially starting with autism) a Series A investment into the Electric Car Scheme (an electric car salary sacrifice company), and a pre-seed investment into a business that is building a suite of automated workflows powered by AI Agents, which aims to abstract away administrative tasks from financial advisors.

The Ventures team has continued to actively originate new deal flow using a variety of methods, including using digital tools to help identify and monitor new start-ups being founded by people who have left larger, well-regarded venture-backed businesses, conducting outbound contact to individuals in sectors that excite the team, and leveraging the team's network. These methods have allowed us to continue to meet compelling founders during the period.

We have also been pleased to continue to support existing portfolio companies during the period under review. As the Company's portfolio has continued to grow, so too has the number of follow-on investment opportunities, with the team completing seven follow-on investments during the year. One example of a follow-on investment is Semble, a clinic management system which helps healthcare practices manage all aspects of their administration in one place. The business continues to perform well, and it successfully raised an £11.5m Series B funding round in October 2024. The team were pleased to back Semble for a fourth time as the business embarks on its expansion into Europe. Another example is Trumpet, a sales software tool. The Company first invested in Trumpet's pre-seed round in April 2022, and the business has performed strongly since then, acquiring over 10,000 users across 250 paying customers, including Cognism and Sky Media. In June 2024, the business closed a £5m seed round, which we contributed to, valuing the business at a significant uplift.

We reported in the August interim report that the majority of the cash invested during the period went towards climate and health related businesses. This theme continued in the second half of the year.

Throughout the year under review, we maintained an active interest in AI and data businesses. While the lion's share of investment has gone into businesses in the health and climate sectors, for many of these companies, AI is an intrinsic part of the business. For example, Treefera, a business in the climate sector in which we invested during the period, is the provider of an AI-enabled data platform for the supply chains of commodities and carbon markets.

We have continued to see the clear enthusiasm around AI and the businesses that can exploit it. We also continue to see a significant number of opportunities with start-ups focussed on the fundamental application of Large Language Models (LLMs). Furthermore, companies in the VCT portfolio have continued to invest in AI during the period to automate or enhance services. Examples include Paloma Health, Nory and Aptem. Given the significant investor interest in AI, we remain cautious amid elevated valuations for increasingly crowded opportunities, and we continue to recognise the risks and limitations of AI and ensure that its benefits are harnessed responsibly.

As mentioned in the Chair's statement, climate tech is facing some political headwinds in the US, particularly following the election of President Trump. Despite this, we remain confident in the sector's long-term viability. In the inevitable transition to sustainable energy and supply chain sources; it is clear that significant ongoing investment is still required to build the infrastructure required to achieve net zero, providing substantial investment opportunities. Our preferred business models for investment in this area remain software solutions. For example, Modo Energy is in the battery storage software space and is a business to which we provided follow-on funding during the period.

Valuations and Exits

The portfolio saw positive momentum, with nine companies raising funding at higher valuations, driven by strong revenue growth and investor demand. Companies such as Tuza, Nory, Modo Energy, and Trumpet secured oversubscribed funding rounds.

There have also been a number of portfolio companies which have not met our expectations. We have initiated or increased existing downward fair-value adjustments to 15 portfolio companies during the year where we believe that growth rates are not sufficient to offset market valuation declines, or that the risks associated with a shortening cash runway are high or rising.

As mentioned above, the venture funding market for companies that have struggled to grow is tough. In line with the nature of venture investing, there are several companies within the portfolio that have struggled to grow over the past few years, which has made raising further funding difficult. During the year, four companies exited the portfolio via distressed sales and one portfolio company entered administration. In these cases, while the companies had made significant progress in their respective markets, they were unable to achieve a sustainable path forward due to a combination of factors, including market conditions and operational challenges. As a result, they pursued strategic transactions to provide the best available outcomes for Shareholders.

In one instance, the Company received shares in the acquiring company. As reported in August, Vyne, a payments business that uses Open Banking, was sold to the leading open banking platform in the Middle East. We see an opportunity through this transaction to gain exposure to the earlier-stage and less competitive Middle East markets. This exit was profitable on paper. In a further two cases, we were pleased to return some of our investment from the sale of the companies. One example is Pixie, where we expect to return circa 59% of the initial investment amount. In the final two cases, one company was acquired for a small fee, leaving no returns for investors, and another business, Augnet, entered into administration during the period, with no proceeds expected for investors.

The Company is now in its seventh year of venture investing. As the portfolio continues to mature, we would expect to see our stronger-performing companies continue to build on their momentum, raise further funding, and maintain scaling. This can be seen with the examples such as Nory, Modo Energy and Semble, which have raised further funding to pursue international growth. However, we also expect that some of our weaker companies may struggle to raise additional funding, leading to either failures or distressed acquisitions. We are now starting to see this within the portfolio, where in the above cases the average hold period of these companies was 4.5 years. Such outcomes are naturally disappointing for us, and for the teams involved who have made significant sacrifices for their business. However, loss is an intrinsic part of venture investing. While we always strive to back companies with strong growth potential, venture capital investing inherently involves both successes and failures. However, we expect our winners, by generating outsized returns, to outweigh our losers. We should also note that these losses have not come as a surprise and several of the companies that have exited the portfolio during the year have been of long-term concern to the Ventures team, and we already hold downward fair value adjustments to the valuations of these companies. Therefore, a significant proportion of these losses have already been reflected in the NAV.

Portfolio Support

As always, we have continued to actively support our portfolio companies wherever possible. Examples include participating in Board meetings, and making relevant introductions, such as introductions to suppliers and potential customers or investor introductions for further fundraising rounds.

As mentioned above, we completed seven follow-on investments during the year, in addition to the 11 completed in the prior year. Since inception, the Company has provided over £14.3m of follow-on investment to portfolio companies. This is testament to our willingness to support portfolio companies that perform to or near to plan. However, as always, we will not invest good money after bad; for example, if our experience since investment suggests that our original investment thesis was flawed, or that the company has failed to perform as expected.

Liquidity Management

As previously reported, as interest rates increased, we took active steps to manage liquidity. We opened accounts in the BlackRock International Cash Series Sterling Government Liquidity Fund, the BlackRock International Cash Series Sterling Liquidity Fund, the Vanguard UK Short-Term Investment Grade Bond Index Fund, and the HSBC Sterling ESG Liquidity Fund. Throughout the period, the majority of the Company's liquid funds awaiting deployment have been invested in money market funds and a corporate bond fund. In the current interest rate environment this improves the return on the Company's cash (relative to bank deposits), whilst complying with VCT rules on sources of income. These funds provide easy access to the Company's cash, while ensuring there is no cash drag on funds awaiting deployment into qualifying investments.

ESG

Both the Board and the Investment Manager believe Environmental, Social and Governance ("ESG") considerations are important, and they are taken into account through the investment process within the Company. Whilst early-stage companies do not have the scale or resources to adopt the full scale of ESG initiatives undertaken by large corporates, we always consider the processes and policies they have in place to ensure that they are proportionate to their size and activities, and recognise the importance of laying the foundation of good ESG practices for the future. Doing so can provide a competitive advantage for small companies seeking business with large corporates who have ESG supply chain requirements. Please see the section on ESG and Responsible Investing on pages 35 to 37 for further information.

Outlook

We were pleased to see that interest rates began to drop during the period. However, while this drop is welcome news, interest rates remain high when compared with 2009 to mid-2022, when rates remained below 1%. As noted by the Chair, inflation has proven more persistent than many had anticipated and so it is likely that interest rates cuts will be slower than previously expected.

As discussed above, while the cost of capital is now more favourable, the general funding environment for startups remains tough and the benchmarks sought by investors remain high; companies that have delivered strong growth and can demonstrate robust unit economics have continued to see significant levels of investor interest, while those that have not met the benchmarks are finding it increasingly difficult to attract further investment. This is a trend we expect to continue in the coming year.

The UK economy enters the next reporting period with weak growth expectations. Macroeconomic uncertainties and geopolitical tensions continue to present risks, with Europe and the UK rearming in response. The key risks we would highlight are (i) the ongoing Russia-Ukraine conflict, which continues to destabilise energy markets and supply chains (ii) increasing global trade restrictions such as US tariffs, which could create headwinds for the UK economy (iii) persistent inflation and sluggish productivity growth.

Despite the risks, it remains an exciting time to be a seed-stage venture investor and an exciting time for the portfolio. The average age of investment within the portfolio remains young at 40 months, and we look forward to seeing the portfolio continue to mature over the next year. We were pleased to see a number of portfolio companies grow strongly during the period and receive significant investor interest. Several companies closed funding rounds during the year and intend to use the funds raised to expand geographically. We are excited to see these companies progress in the upcoming year.

Deal flow remains strong and there continues to be no shortage of companies with innovative business ideas seeking funding. What's more, the UK remains a dominant force in Europe's VC ecosystem, particularly in hubs such as London, Cambridge and Oxford. We expect areas such as AI to continue to attract significant interest in the coming year, with high levels of both public and private sector investment.

Furthermore, as we reported last year, larger corporates are actively allocating more resources to their spend on productivity-enhancing software solutions. While early days, we expect the adoption of AI-agents to also increase significantly in the coming years. This leaves the portfolio well-positioned for future growth.

As the VCT's fundraise draws to a close, the Company is in a healthy cash position to access early-stage, innovative companies. Our focus remains on software businesses, with compelling founding teams that can generate significant capital returns. We remain interested in software in the health and energy transition sectors, as well as businesses using end-to-end vertical software to revolutionise business models in services sectors (including delivering the whole service themselves in a tech-enabled way). We also continue to look at companies where data is a significant by-product of their core product and which can be used to train useful AI models.

The recent change of UK Government still presents some uncertainty, including to the venture capital world, but importantly we believe that the new Government is a supporter of the VCT and Enterprise Investment Schemes (EIS) that promote investment in start-ups. We will also closely monitor any changes to the research and development tax credit system which supports the growth of so many UK technology start-ups. 

Seb Wallace

Head of Ventures

For Triple Point Investment Management LLP

13 June 2025

Strategic Report - Investment Portfolio Summary

Qualifying holdings

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 on an active market or unquoted, 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).

Strategic Report - Investment Portfolio Ten Largest Investments

Strategic Report - ESG and Responsible Investing

Investment Manager approach to ESG and responsible investing

Triple Point was founded on the principle of people, purpose and profit. The manager strives to identify and unlock investment opportunities that have purpose, so we can help people and planet while generating profit for investors.

Triple Point has committed to the following frameworks to demonstrate commitment to sustainable behaviours:

· Triple Point is a certified B Corp with a score of 97.6. Certified B Corporations are businesses that meet the highest standards of verified social and environmental performance, public transparency, and legal accountability to balance profit and purpose.

· Triple Point is a signatory to the Principles for Responsible Investment ("PRI"). This commitment was made in 2019 and requires Triple Point to uphold and demonstrate progress on the six principles which seek best practice in investor ESG integration and contribution to a more sustainable global financial system. Triple Point seeks to promote these principles throughout its business, as reflected in the 4 and 5 star ratings achieved in its most recent PRI assessment. These principles ensure all investment processes have sound and appropriate integration of ESG practice and are overseen by the Sustainability Team who report findings to the Triple Point Sustainability Group. This means investment teams are aware of, and can make informed investments decisions about, key ESG risks and opportunities.

· Triple Point is a signatory of the Net Zero Asset Managers Initiative ("NZAM"). This is an international group of asset managers committed to supporting the goal of net zero greenhouse gas emissions. At the time of publication, NZAM had launched a review of the initiative to ensure it remains fit for purpose in a changing global landscape. Triple Point will participate in this consultation and keeps membership of this initiative under review. The investment manager remains committed to its net zero journey, and has set and published near-term science-aligned net zero targets.

Triple Point recognises the importance of strong governance in the successful and consistent implementation of sustainability action; there are three core elements to the oversight of the investment manager's sustainability commitments:

1. First, all investments must be approved by a Triple Point Investment Committee, whose members received ESG training. This review process ensures investment decisions are aligned with the Company's ESG commitments and the organisation's ethos on corporate responsibility and responsible investment.

2. Second, Triple Point has a Sustainability Group which meets quarterly. The group reviews sustainability activities across the business including agreed KPIs, with members consisting of the two managing partners and key relevant business function heads. Reporting to this group is the Sustainable Investment Subgroup. This subgroup is responsible for discussing deals which present complex ethical, responsible, or sustainable investment issues.

3. Third, Triple Point's Head of Sustainability runs an annual ESG performance review of ESG integration by each strategy to ensure teams are implementing the ESG activity committed to. The results and follow-up action are shared with the Sustainability Group and relevant investment team. This provides oversight to activity and supports ongoing improvement.

All of Triple Point's sustainability activity is reflected in its Sustainability Blue Book, the annual report of its sustainability approach and outcomes[5]. This report includes outcomes relating to the Triple Point's business activities alongside its investment activities.

ESG Integration

The Investment Manager has implemented ESG Integration processes specifically associated to the needs of understanding ESG risk and opportunity for small, seed-stage companies.

This Company does not have a UK sustainable investment label. This Company, through the Sustainability commitments undertaken by the Investment Manager (in agreement with its Board), considers how investment decisions relating to the product may result in negative outcomes for people and planet and seeks to mitigate these within the confines of the Investment Objective of the product. We consider this to present sustainability characteristics beyond basic ESG integration for risk mitigation, but not significant enough to enable application of a Label.

This integration approach is summarised below and, in the Company's, ESG Integration Policy; sustainability characteristics are also provided in a Consumer Facing Disclosure (in line with the Sustainability Disclosure Requirement, SDR). The policy and disclosure are both available on the Triple Point website.

The Investment Manager places proportionate expectations on our investee companies, across a range of environmental, social and governance factors according to the sector, size, stage of growth, and future growth and development trajectory of the company.

It is the Investment Manager's belief that retrofitting a sustainable business mindset and model can be time consuming and challenging further down the line. We invest for growth and so we take a considered judgement that these issues could come to bear during ownership or at exit, if they are not considered at the point of investment.

The aim of the Company is to invest in smaller UK businesses to help them grow, with the primary objective of delivering strong financial returns. However, the Company and the Investment Manager are mindful of the impact that the activities and those of the businesses in which they invest have not just on the environment, but also on their employees, communities, and society at large.

The Company believes that its investment activities have many positive benefits beyond the returns it delivers for Shareholders. Our Venture Investments help create new employment, develop and implement new technologies and products, and improve productivity, all of which contribute to the UK economy and benefit those employed in those businesses and in their supply chains. This is achieved most effectively if the company exhibits responsible business behaviour. The investment team assesses this proportionately and materially depending on the company size and sector, and the scale of the investment being made, through an environmental, social and governance (ESG) review.

In addition, some companies are developing products and solutions which help to create a more sustainable economy. We use the Sustainable Development Goals to assess if companies we invest in offer this additional benefit. We note this is not a selection criterion for the team, but it can increase the appeal of an opportunity, alongside the other required financial strengths.

The Investment Manager also recognises that businesses can have negative impacts or contribute to wider systemic issues which can create negative impact. The ESG integration approach seeks to minimise risk to investments through exposure to themes and activities which may impact the future growth of a business, minimise negative impacts by seeking to avoid businesses with poor business behaviours and maximise the potential to support businesses which make positive contributions. The strategy also explicitly states the Investment Manager will not invest in adult content, gambling (excluding charitable lotteries funding good causes or raising funds), animal testing for certain activities, controversial weapons and tobacco. Full details of the management of these exclusions are provided in Triple Point's Responsible Investment Guide, available under 'Policies and Documents' on the Triple Point website: https://www.triplepoint.co.uk/approach-to-sustainability/116/.

To ensure the effective and consistent application of this approach, the Investment Manager also operates an ESG Integration Policy for the Company which details how ESG considerations are taken into account throughout the investment process, from the point of origination to exit. This policy is available on the Tripe Point website[6] and approaches the challenge through two themes:

1. Management (Culture, Capacity & Governance) - this refers to the allocation of appropriate resourcing, training and senior support for ESG integration. It demonstrates that Triple Point's actions have integrity and are aligned with the strategic position of the Company and oversight from senior management. Examples of which include:

a. training across the investment team on ESG;

b. training for the Investment Committee on ESG; and

c. providing greater transparency on the approach to ESG.

2. Investment (Process & Reporting) - this refers to action taken in the investment process to assess and improve ESG factors affecting the target asset, how these might affect an investment decision and how decisions and changes to ESG factors are captured during our asset ownership. Examples include:

a. formal reviews by the team of ESG trends and topics at a micro, macro and sector level to feed into the origination process;

b. ESG due diligence process with results included at Investment Committee; and

c. sharing areas of weakness, with constructive guidance on how to progress so awareness on a range of ESG issues develops with ownership.

Triple Point is committed to evaluating the success of the approach. As detailed in the governance steps, an ESG integration review, along with on-going guidance to each investment team, is provided by Triple Point's dedicated Sustainability Team.

Alignment to Sustainable Development Goals ("SDGs")

During the year we invested in a number of businesses with sustainability alignment (as shown by alignment to the SDGs), including:

SDG 3 - good health and wellbeing: Paloma Health is building a tech-enabled service provider for speciality care, initially starting with Children & Young People's Autism Assessment & Diabetes. Paloma aims to deliver care more efficiently by rebuilding clinical pathways to embed automation and digitisation of delivery.

SDG 11 - Sustainable Cities and Communities (plus support towards SDG 13 - Climate Action, and SDG 15 - Life on Land): Treefera is a forestry data company that aggregates global satellite data & images and classifies them in order to assess existing carbon projects and the deforestation risk associated with a given commodity supplier.

SDG 13 - Affordable and clean energy and climate action: The Electric Car Scheme (ECS) is a company that helps employees access electric vehicles (EVs) affordably through salary sacrifice schemes. By allowing employees to lease EVs using their pre-tax salary, participants can save between 20% and 50% on the cost of a new or used electric car.

The Strategic Report has been approved by the Board and signed on their behalf by the Chair.

Jamie Brooke

Chair

13 June 2025

GOVERNANCE

Board of Directors

Jamie Brooke is the Chair of the Board of the Company. He has gained over 25 years' investment experience throughout his career. He previously worked at 3i and Quester in the venture and leveraged buyout divisions, and was formerly lead fund manager for the Hanover Catalyst Fund, prior to which he was at Lombard Odier where, as a fund manager, he specialised in strategic UK small cap equity investing, having moved with the Volantis team from Henderson Global, and before that, Gartmore. Jamie has held directorships on over 20 boards, and is currently on the Board of Kelso Group Holdings plc, Flowtech Fluidpower plc, Chapel Down Group plc and Oryx International Growth Fund.

Julian Bartlett has significant financial, assurance and advisory experience gained from over 30 years as a Partner at Grant Thornton UK LLP and from former roles at RSM Robson Rhodes and Deloitte. He specialised in financial services throughout his career, with a focus on investment management. He is the Chair of Invesco Fund Managers Limited, and a Director of Unicorn AIM VCT plc, Invesco Pensions Limited, and Lindsell Train Limited. Julian is a Fellow of the Institute of Chartered Accountants in England and Wales.

Sam Smith is an entrepreneur with over 25 years' business and capital markets experience and specialises in advising small and mid-cap growth companies. Sam was previously Chief Executive Officer of FinnCap Group PLC which, under her leadership, has become one of the largest brokers for companies listed on the Alternative Investment Market ("AIM") of the London Stock Exchange. Sam is currently a non-executive director of Solid State PLC listed on AIM, Sumer Group Holdings Ltd a professional services firm supporting SMEs with accounting and other services, Griffin Markets Limited, an OTC wholesale European energy trading business and is co-founder of The SuperScalers.

Corporate Governance Report

Compliance Statement

The Board of Triple Point Venture VCT plc has considered the principles and provisions of the Association of Investment Companies Code of Corporate Governance 2024 ("AIC Code"). The AIC Code addresses the principles and provisions set out in the UK Corporate Governance Code (the "UK Code"), as well as setting out additional provisions on issues that are of specific relevance to investment companies like Triple Point Venture VCT Plc.

The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting Council, will provide improved reporting to Shareholders.

The Company has complied with the principles and provisions of the AIC Code or provided an explanation for non-compliance below:

The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the principles and provisions set out in the UK Code to make them relevant for investment companies.

The Board

All Directors are considered independent and day-to-day management responsibilities are delegated to the Investment Manager. The Directors have a combination of skills, experience and knowledge which are relevant to the Company. Biographies of each director are presented on page 39 of this report.

The Directors are provided with key information on the Company's activities, including regulatory and statutory requirements, by the Investment Manager and Company Secretary, Hanway Advisory Limited.

The Board has direct access to the Company Secretary and may also take independent professional advice at the Company's expense where necessary in the performance of their duties. During the year, the Board was satisfied that all Directors were able to commit sufficient time to discharge their responsibilities effectively having given due consideration to their other significant commitments. The Directors were advised on appointment of the expected time required to fulfil their roles and have confirmed that they remain able to make that commitment. No external appointments accepted during the year were considered to be significant for the relevant Directors, taking into account the expected time commitment and nature of these roles.

The Directors' other principal commitments are listed in their biographies on page 39.

The Chair, Jamie Brooke, leads the Board and is responsible for its overall effectiveness in directing the affairs of the Company. The Chair leads the process in determining its strategy and the achievement of its objectives. The Chair is responsible for setting the Board agenda focusing on strategy, performance, value creation, culture, stakeholders and ensuring that issues relevant to these areas are reserved for Board decision. The Chair facilitates constructive Board relations and the effective contribution of all the Directors, encouraging a culture of openness and debate and ensures the Directors receive accurate, timely and clear information. The Chair does not have significant commitments which conflict with his Board responsibilities.

Appointment of New Directors

Any appointment to the Board is subject to a formal, rigorous and transparent procedure and is based on merit and objective criteria which promotes diversity of gender, social and ethnic backgrounds, cognitive and personal strengths.

FCA Listing Rule diversity targets

The following table sets out the gender and ethnic diversity of the Board as at 29 February 2024, in accordance with the FCA's Listing Rules, the disclosure of which in this report having been approved by each of the Directors

The Company has reported against the Listing Rules on diversity and has complied with the targets or otherwise explained non-compliance below.

Company's Operations

The Board is responsible for leading and controlling the Company and has oversight of the management and conduct of the Company's business, strategy and development. The Board determines the Investment Objectives and Investment Policy and risk appetite and has overall responsibility for the Company's activities, including review of investment activity and performance.

The Board is also responsible for the control and supervision of the Investment Manager, who is also the Company's Alternative Investment Fund Manager (AIFM), and compliance with the principles and recommendations of the AIC Code. The Board ensures the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and reviews the overall effectiveness of systems in place. The Board is responsible for approval of any changes to the capital, corporate and/or management structure of the Company.

The Investment Manager is responsible for making investments in line with the Investment Objectives, Investment Policy and Board approved risk appetite, portfolio management and risk management of the Company pursuant to the Alternative Investment Fund Managers Directive (AIFMD).

The Board's main focus is to promote the long-term sustainable success of the Company, to deliver value for Shareholders and contribute to wider society. The Board does not routinely involve itself in day-to-day business decisions but there is a formal schedule of matters that requires the Board's specific approval, as well as decisions that can be delegated to the Board Committees.

The key matters reserved to the Board include, but are not limited to:

• review investment performance and monitor compliance with the investment policy;

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

• approval of any fundraising, share issues, and buy-backs;

• overall leadership of the Company and setting of its purpose, culture, values and standards;

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

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

• Board membership and powers including the appointment and removal of Board members;

• ensuring adequate Board succession planning;

• ensuring the maintenance of a system of internal controls and risk management;

• approval and issue of the annual and half yearly results;

• review of the Company's corporate governance arrangements and annual review of continuing compliance with the AIC Code of Corporate Governance published by the AIC from time to time;

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

• monitoring Shareholder profiles and considering Shareholder communications.

The Company Secretary is responsible for ensuring that Board procedures are complied with, advising the Board on all governance matters, supporting the Chair and helping the Board and its committees to function effectively. The Company Secretary will also provide the Board with support in ensuring that it has the policies, processes, information, time and resources it needs in order to function effectively.

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 Board reviews the performance of the Investment Manager annually taking into consideration the contractual arrangements and scrutinises performance. The Board as a whole carries out this review, and due to the size of the Board, does not consider it appropriate to establish a separate management engagement committee.

Discussions of the Board

During the period, the following were the key matters considered by the Board:

· approval of Company policies;

· succession planning and the recruitment of Sam Smith and her appointment as Senior Independent Director, and Jamie Brooke's appointment as Chair following Jane Owen stepping down on 23 July 2024;

· matters in relation to the Company's Offer for Venture Shares;

· annual and half year reports to Shareholders;

· quarterly and, where applicable, ad hoc approval of NAVs; and

· approval of share buy-backs and dividends payable to Shareholders.

Re-election of Directors

Directors' retirement and re-election is subject to the Company's articles of association and the AIC Code. The AIC Code requires that all Directors should be subject to an annual re-election.

Independence of Directors

The Board has a Non-executive Chair and two other Non-executive Directors, all of whom were considered independent since their appointment. All of the Directors are independent of the Investment Manager.

The AIC Code outlines circumstances that are likely to impair a Director's independence including whether a Director has served on the Board for more than nine years from the date of their first appointment. All Directors on the Board have served for less than nine years. However, the Board is of the view that a term of service in excess of nine years does not in itself compromise independence and notes the positive contribution that long service can offer. The Board regularly reviews the independence of its Directors and is satisfied that all Directors remain independent, including in character and judgement.

Policy on Tenure of the Chair

The Board considers that the length of time each Director, including the Chair, serves on the Board should not be limited and has not set a finite tenure policy. Continuity, self-examination and ability to do the job are the relevant criteria on which the Board assesses a Director's independence. Length of service of current Directors and future succession planning will be reviewed each year as part of the Board evaluation process.

Succession Plan

The Board has aimed to achieve a progressive refreshing of the Board, taking into account the challenges and opportunities facing the Company, the balance of skills and expertise, and the need for a diverse pipeline for succession balanced against the benefit of historical knowledge. The Board has successfully implemented its succession plan through the appointment of Jamie Brooke as Chair of the Board since 23 July 2024 and the appointment of Sam Smith as a Director since 8 February 2024. The Board considers succession planning annually as part of its evaluation process, and as the Board has been wholly refreshed over the past three years, there are no immediate succession plans in operation.

Board Committees

The Board has only one committee, which is the Audit Committee. The Directors consider that due to the size of the Board, there being no employees or executive directors, it is not necessary to appoint a separate nomination committee, management engagement committee or remuneration committee, these functions being carried out by the full Board The remuneration report is detailed on pages 51 to 55.

Board Meeting Attendance

The Board has regular meetings on a quarterly basis, with additional meetings as required from time to time.

During the period the following Board meetings were held and the number attended by each Director compared with the maximum possible attendance:

*Jane Owen stepped down from the Board of the Company effective 23 July 2024.

Performance Evaluation

The Board, led by the Chair, established a formal process for a formal and rigorous annual evaluation of the performance of the Board, individual Directors and the Audit Committee. The evaluation considered the composition, diversity, investment matters, development and how effectively each member works together to achieve its objectives.

During the period, the Board conducted a performance evaluation by completing a written questionnaire to appraise and gather useful learnings on the functioning of the Board, the Audit Committee and individual Directors, and the Chair.

The Chair, supported by the Company Secretary, acted on the results of the evaluation. Having conducted its performance evaluation, the Board believes that it has been effective in carrying out its objectives and that each individual Director has been effective and demonstrated commitment to the role. 

The Board discussed the key challenges and opportunities that were identified through the performance evaluation and agreed appropriate development points on which progress will be assessed in the next financial period.

The progress the Board has made against its 2024 development points is set out below:

Corporate Social Responsibility

The Board is committed to integrating ESG matters in the Company's business operations, including the Company itself and the companies in which it invests. The Board seeks to avoid investing in companies which do not operate within ethical, environmental and social legislation. Details on the Company's responsible investing can be found on pages 35 to 37.  

Internal Control and Risk Management

The Board has overall responsibility for establishing procedures to manage risk, overseeing the internal control framework, determining the nature and extent of the principal risks the Company is willing to take in order to achieve its long-term strategic objectives, and identifying emerging risks. The purpose of an internal control framework 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. Emerging risks are regularly monitored, and to the extent possible or practicable, mitigating actions are implemented. 

The Company has put a process in place for identifying, evaluating and managing the principal and emerging risks it faces, and determining the nature and extent of the principal risks the Company is willing to take in order to achieve its long-term strategic objectives. During the year, the Board satisfied itself that the procedures for identifying the information needed to monitor the business and manage risk so as to make proper judgements on the financial position and prospects were robust. The purpose of an internal control framework 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. Emerging risks are regularly monitored, and to the extent possible or practicable, mitigating actions are implemented. 

The system of risk management and internal control 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 risk management and internal control systems is carried out. The review covers all material controls including financial, operational and compliance controls.

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 evaluating the significant and emerging risks to which it is exposed, including, among others, market risk, VCT qualifying investment risk and operational risks, which are recorded in 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 reviewed bi-annually, along with the risk appetites. The principal risks and uncertainties including emerging risks identified from the risk register and a description of the Company's risk management procedures can be found on pages 16 to 18.

The Directors regularly review the system of internal controls, both financial and non-financial, operated by the Company and the Investment Manager. The Investment Manager, supported by the Administrator, is engaged to provide accounting services and the Company Secretary provides secretarial services and retains physical custody of the documents of title relating to investments.

Capital management is monitored and controlled by the Investment Manager. The capital being managed includes equity and fixed interest VCT-qualifying investments, cash balances and liquid resources including debtors and creditors. The Investment Manager's procedures are subject to internal compliance checks.

The Company's objectives when managing capital are:

· to safeguard its ability to continue as a going concern, so that it can continue to provide returns to Shareholders and benefits for other stakeholders;

· to ensure sufficient liquid resources are available to meet the funding requirements of its investments and to fund new investments where identified.

Stakeholder Engagement

The Company continuously interacts with a variety of stakeholders important to its success. This includes regular

engagement with the Company's Shareholders and other stakeholders by the Board and the Investment Manager. The Directors are responsible for acting in a way that they consider, in good faith, is the most likely to promote the success of the Company for the benefit of its members. In doing so, they have regard for the needs of stakeholders and wider society.

The Company is committed to understanding the views of its stakeholders and maintaining effective dialogue with its key stakeholders, which include: Shareholders, investee companies; the Investment Manager; lenders; and the wider communities in which the Company and its investee companies operate.

Shareholders are encouraged to attend and vote at the Company's Annual General Meeting, along with any other Shareholder meetings, so they can discuss governance and strategy and the Board can enhance its understanding of Shareholder views. The Board will attend the Company's Shareholder meetings to answer any Shareholder questions and the Chair will make himself available, as necessary, outside of these meetings to speak to Shareholders.

The Board is committed to providing investors with regular announcements of significant events affecting the Company and its investee companies.

All investor documentation is available to download from the Company's website: https://www.triplepoint.co.uk/current-vcts/triple-point-venture-vct-plc/s2539/.

Stakeholder engagement is set out in the Section 172(1) statement on pages 20 to 21.

The Board has considered the AIC Code recommendations in respect of arrangements by which staff of the Investment Manager, Company Secretary and Administrator may, in confidence, raise concerns within their organisations about possible improprieties in matters of financial reporting or other matters. It has concluded that adequate arrangements are in place for the proportionate and independent investigation of such matters and, where necessary, for appropriate follow-up action to be taken within their organisations.

Directors' Share Interests

All of the Directors' Share interests are held beneficially and they are encouraged to own Shares. Details of the Directors' Share interests can be found in the remuneration report on page 54. The Company has not set out any formal requirements or guidelines to Directors concerning their ownership of Shares in the Company.

On behalf of the Board.

Jamie Brooke

Chair

13 June 2025

Audit Committee Report

The following pages set out the Audit Committee's report on how it has discharged its duties in accordance with the AIC Code and its activities in respect of the period ended 28 February 2025.

Julian Bartlett chairs the Audit Committee. Jamie Brooke and Sam Smith are members of the Audit Committee.

The Audit Committee deals with matters relating to audit, financial reporting and internal control systems. The Audit Committee meets at least twice a year and as required. The Audit Committee also has direct access to Deloitte LLP, the Company's external auditor.

The Audit Committee has been in operation throughout the period and operates within clearly defined terms of reference.

Audit Committee Role and Responsibilities

The Audit Committee has the primary responsibility for reviewing the financial statements and the accounting principles and practices underlying them, liaising with the external auditors and reviewing the effectiveness of internal controls.

It should be noted that although initial responsibility for valuations sits with the Investment Manager as AIFM, the Audit Committee oversees the valuation approach and its implementation. The Audit Committee's terms of reference include the following roles and responsibilities:

· periodically considering the need for an internal audit function;

· monitor the integrity of the financial statements of the Company and any formal announcements relating to the financial performance and reviewing significant financial reporting judgements contained in them;

· oversee the relationship with the external auditor including, but not limited to, assessing annually their independence and objectivity, taking into account relevant professional and regulatory requirements and the overall relationship with the auditor, including the provision of any non-audit services;

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

· 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;

· keep under review the Company's internal financial controls and review the adequacy and effectiveness of the Company's internal control and risk management systems and monitor the proposed implementation of such controls;

· report to the Board on significant issues relating to the financial statements and how they were addressed; its assessment of the effectiveness of the audit process; any key matters raised by the external auditor; and any other issues on which the Board has requested the Audit Committee's opinion; and

· report to the Board on how it has discharged its responsibilities.

The Audit 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.

In respect of the year ended 28 February 2025, the Audit Committee discharged its responsibilities by:

· undertaking an audit tender process and recommending to the Board the appointment of Deloitte LLP to replace BDO LLP as the Company's auditor;

· reviewing the external auditor's plan for the audit of the financial statements, including identification of key risks and confirmation of auditor independence;

· reviewing the external auditor's audit fees in relation to the audit of the financial statements;

· monitoring the integrity of the financial statements of the Company and any formal announcements relating to the Company's financial performance, and reviewing significant financial reporting judgements contained in them;

· reviewing the Company's internal financial controls and internal control and risk management systems 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 internal control and risk management procedures;

· reviewing the appropriateness of the Company's accounting policies;

· providing advice to the Board on whether the annual report (and accounts), taken as a whole, is fair, balanced and understandable, and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy;

· reviewing the Company's annual and half-yearly results prior to Board approval;

· making recommendations to the Board regarding the reappointment of the external auditor and approving their remuneration;

· reviewing and monitoring the external auditor's independence and objectivity;

· reviewing the effectiveness of the external audit process, taking into consideration relevant UK professional and regulatory requirements;

· reviewing the Company's going concern and viability status; and

· reviewing and discussing the external auditor's findings.

The Committee has considered the whole annual report and financial statements for the year ended 28 February 2025 and has reported to the Board that it considers them to be fair, balanced and understandable, providing the information necessary for shareholders to assess the Company's financial position, performance, business model and strategy.

The Board considers that the members of the Audit Committee collectively have the skills and experience required to discharge their duties effectively and the Audit Committee as a whole has competence relevant to the sector in which it operates.

Internal controls

The Directors have overall responsibility for keeping under review the effectiveness of the Company's systems of risk management and internal controls. The purpose of these controls is to make sure that proper accounting records are maintained, 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 systems of risk management and internal control are designed to manage rather than eliminate the risk of failure to achieve the business objectives. These internal controls have been in place throughout the period under review and up to the date of this report. The Board regularly reviews financial results and investment performance with the Investment Manager. The Investment Manager identifies the investment opportunities, monitors the portfolio of investments and manages the assets of the Company on a discretionary basis.

The Investment Manager, supported by the Administrator, is engaged to carry out the accounting function and retains physical custody of the documents of title relating to unquoted investments. The Directors confirm that they have established a continuing process throughout the year and up to the date of this report for identifying, evaluating and managing the significant potential risks faced by the Company and have reviewed the effectiveness of the risk management and internal control systems.

As well as there being controls operated by the Investment Manager, the Company's depositary, INDOS Financial Limited, are responsible for cash monitoring, asset verification and oversight of the Company and the Investment Manager in performing its function under the AIFMD. The Depositary reports its findings on a quarterly basis to the Board on its monitoring and verification of all new acquisitions, share issues, loan facilities, shareholder distributions and other key events. In addition, on an ongoing basis, the Depositary tests the quarterly management accounts, bank reconciliations and performs a quarterly review of the Group when discharging its duties.

The Board does not consider it appropriate to have an internal audit function due to the size and nature of the Company's transactions. The risk management and internal control systems include the production and review of bank payments and management accounts. All outflows made from the Company's accounts require the authority of two approved signatories from the Investment Manager.

Financial Reporting

The primary role of the Audit Committee in relation to financial reporting is to review with the Investment Manager and Administrator and the Auditor, the appropriateness of the annual report and financial statements, concentrating on, amongst other matters:

· compliance with financial reporting standards and relevant financial and governance reporting requirements;

· amendments to legislation and corporate governance reporting requirements;

· the impact of any new and proposed amendments to accounting standards which affect the Company;

· material areas in which significant judgements have been applied;

· whether the Audit Committee believes that proper and appropriate processes and procedures have been followed in the preparation of the annual report; and

· considering and recommending the contents of the annual report and financial statements for approval.

Significant Issues Raised by the Audit Committee

The Audit Committee is responsible for considering and reporting on any significant issues that arise in relation to the Financial Statements and how they have been addressed.

The following key issues were discussed:

· compliance with HM Revenue & Customs conditions for maintenance of approved Venture Capital Trust status;

· valuation and existence of unquoted investments; and

· management override of financial controls.

Compliance with HMRC Conditions

The Investment Manager provides the Board with regular qualifying investment updates. This report shows the current qualifying percentage position of the Company and highlights any actions which may be required to maintain this position in the future. The Board also assesses the future qualifying position of the Company with assumptions on divestment of assets. The qualifying position of the Company is a recurring agenda item at Board meetings.

The Company also has in place an engagement with Philip Hare and Associates LLP. The Board seeks their opinion before undertaking any material transaction which may affect the qualifying status of the Company. The Investment Manager also seeks the opinion of Shoosmiths LLP when making any new Investments.

Valuation and Future Cash Flow Projections

The Company's unquoted Investment portfolio is valued in line with the International Private Equity and Venture Capital Valuation (IPEV) guidelines. The Company's accounting policy is to classify investments at fair value through profit or loss. Therefore, the most significant risk in the financial statements is whether its investments are fairly valued. Being unquoted, there is uncertainty and estimation involved in determining the investment valuations.

There is also an inherent risk of management override as the Investment Manager's fee is calculated based on NAV as disclosed in note 6 to the financial statements. The Investment Manager is responsible for calculating the NAV, prior to approval by the Triple Point Valuation Committee, before being submitted to the Board for approval.

On a quarterly basis, the Investment Manager provides a detailed analysis of the NAV highlighting any movements and assumption changes from the previous quarter's NAV, including assessing any impact of macroeconomic developments. This analysis and the rationale for any changes made is considered and challenged and ultimately approved by the Board.

Management override of Controls

The Committee reviews all significant accounting estimates that form part of the financial statements and considers any material judgements applied by management during the completion of the financial statements.

These issues were discussed with the Investment Manager and the auditor at the conclusion of the audit of the financial statements.

Going concern and viability statement

The Board is required to consider and report on the longer-term viability of the business as well as assess the appropriateness of applying the going concern assumption.

The Audit Committee has taken account of the solvency and liquidity position of the Company shown in the financial statements and the information provided by the Investment Manager on the forecast cashflows for the Company and expected pipeline. The Audit Committee considers that it is appropriate to adopt the going concern basis of preparation of the financial statements.

External Audit

It is the Audit Committee's responsibility to monitor the performance, objectivity and independence of the external auditors and this is assessed by the Audit Committee each year. In evaluating the external auditor's performance, the Audit Committee examines effectiveness of the audit process, independence and objectivity of the auditor, taking into consideration the length of tenure of the external auditors, any non-audit services undertaken during the year and relevant UK professional and regulatory requirements, and the quality of delivery of its services.

During the year, the Company undertook a comprehensive audit tender process and as a result Deloitte LLP were appointed as auditor of the Company on 14 November 2024 in respect to the financial year ended 28 February 2025. BDO LLP, the previous auditor attended one of the four formal Audit Committee meetings held during the year. Matters typically discussed include the Auditor's assessment of the transparency and openness of the Investment Manager, confirmation that there was no restriction in scope placed on them, the independence of the auditors and how they have exercised professional scepticism. Deloitte LLP, the Company's current Auditor has attended one formal meeting during the period where their audit plan for the financial year ended 28 February 2025 was presented to the Committee.

When considering whether to recommend the reappointment of the external auditor, the Audit Committee takes into account their current fee compared to the external audit fees paid by other similar companies. The quality and competence of the external auditor is also taken into consideration. The Audit Committee will then recommend to the Board the appointment of an external auditor which is approved by Shareholders at the Annual General Meeting.

The independence and effectiveness of the external auditor is assessed at the Audit Committee meetings where the auditors present their audit findings. The quality and content of the audit scoping and findings reports provided to the Audit Committee by the external auditor, and the discussions held, are assessed together with responses to questions and challenge.

Non-Audit Services

The Audit Committee safeguards the objectivity and independence of the auditor by reviewing the nature and extent of any non-audit services to be supplied by the external auditor to the Company. There were no non-audit services provided by either BDO LLP or Deloitte LLP during the year.

Audit Fee 

The audit fee for the year was £83,750 net of VAT (2024: £74,890). Deloitte LLP replaced BDO LLP as the Company's Auditor and Deloitte LLP have undertaken the audit for the financial year ended 28 February 2025. The Committee considered the fees and work involved to successfully complete the audit process and will continue to ensure that the cost for services provided remains appropriate and in the best interests of Shareholders. 

Independence

The Audit Committee is required to consider the independence of the external auditor. In fulfilling this requirement, the Audit Committee has considered the Audit Plan from Deloitte LLP which describes their arrangements to identify, report and manage their independence.

Audit Committee Meeting Attendance

During the period, the following Audit Committee meetings were held, and the number attended by each Director compared with the maximum possible attendance:

*Jane Owen stepped down from the Board of the Company effective 23 July 2024.

The Audit Committee oversees the Investment Manager's assessment of valuation of the unquoted investments and the existence of those investments and considers and challenges the information provided by the Investment Manager. The Investment Manager will usually have either Director or Board Observer rights to attend portfolio companies' Board meetings, will always have information rights when investments are first made and will maintain contact with the senior executives of investees, and has oversight of all the investments made. The Audit Committee has reviewed the valuations and discussed them with both the Investment Manager and the external auditor to confirm their assessment of the valuation of the unquoted investments and the existence of those investments.

The Investment Manager has confirmed to the Audit Committee that the conditions for maintaining the Company's status as an approved Venture Capital Trust has been complied with throughout the year. The position has been reviewed by Philip Hare & Associates LLP in its capacity as adviser to the Company on taxation matters.

The Audit Committee has considered the whole Annual Report and Audited Financial Statements for the year ended 28 February 2025 and has reported to the Board that it considers them to be fair, balanced and understandable providing the information necessary for Shareholders to assess the Company's position, performance, business model and strategy.

On behalf of the Board.

Julian Bartlett

Audit Committee Chair

13 June 2025

Directors' Remuneration Report

Statement of the Chair

I am pleased to present the Remuneration Report on behalf of the Board for the year ended 28 February 2025.

This report is submitted in accordance with schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) (amendment) Regulations 2013 and The Companies (Miscellaneous Reporting) Regulations 2018, in respect of the year ended 28 February 2025. This report also meets the Financial Conduct Authority's Listing Rules and describes how the Board has applied the principles and provisions relating to Directors' remuneration set out in the AIC Code. The reporting requirements require two sections to be included:

· Directors' Remuneration Policy - This sets out our Remuneration Policy for Directors of the Company that has been in place since 19 July 2023 following approval by Shareholders.

· Annual Remuneration Report - This sets out how our Directors were paid for the period ended 28 February 2025. There will be an advisory Shareholder vote on this section of the report at our 2025 AGM.

We value engagement with our Shareholders and for the constructive feedback we receive and look forward to your support at the forthcoming AGM.

Jamie Brooke

Chair

13 June 2025

Directors' Remuneration Policy

Remuneration Policy Overview

The Board currently comprises three Directors, all of whom are Non-Executive. The Board's policy is that the remuneration of Non-Executive Directors should reflect the experience of the Board as a whole, be fair and be comparable with that of other relevant Venture Capital Trusts that are similar in size and have similar investment objectives and structures. Furthermore, the level of remuneration should be sufficient to attract and retain the Directors needed to oversee the Company properly and to reflect the specific circumstances of the Company, the duties and responsibilities of the Directors and the value and amount of time committed to the Company's affairs. The articles of association provide that the Directors shall be paid in aggregate a sum not exceeding £100,000 per annum. None of the Directors are eligible for bonuses, pension benefits, Share options, long-term incentive schemes or other benefits in respect of their services as Non-Executive Directors of the Company. There are no planned changes to the Remuneration Policy last approved by Shareholders at the 2023 AGM.

Consideration of Remuneration

The Board does not have a separate Remuneration Committee, as the Company has no employees or executive directors. The Board has not retained external advisers in relation to remuneration matters but has access to information about Directors' fees paid by other companies of a similar size and type. As such, the Board as a whole will consider the remuneration of the Directors, however no director is involved in determining their own remuneration. The Board will review the remuneration of the Directors in line with the VCT industry on an annual basis, if thought appropriate. Otherwise, only a change in responsibilities is likely to incur a change in remuneration of any one Director or the remuneration policy itself.

Directors' Service Contracts

The Directors are engaged under letters of appointment and do not have service contracts with the Company.

Directors' Term of Office

The Directors' letters of appointment provide for three months written notice to be given by either party. Each Director will be subject to annual re-election by Shareholders at the Company's Annual General Meeting in each financial year.

Policy on Payment for Loss of Office

A Director who ceases to hold office is not entitled to receive any payment other than accrued fees (if any) for past services.

Consideration of Shareholder Views

The Company is committed to ongoing Shareholder dialogue and takes an active interest in voting outcomes. Where there are substantial votes against resolutions in relation to Directors' remuneration, the Company will seek the reasons for any such vote and will detail any resulting actions in the Directors' Remuneration Report. No views which are relevant to the formulation of the Directors' remuneration policy have been expressed to the Company by Shareholders, whether at a general meeting or otherwise.

Future Policy Table

The Directors are entitled only to the fees as set out in the table below. No element of Directors' remuneration is subject to performance factors. There are no other fees payable to the Directors for additional services outside of their contracts.

Annual Remuneration Report

Directors' Fees (audited information)

Details of each Director's contract is shown below. The Audit Committee Chair is entitled to an additional £2,000 and the Chair is paid an additional £5,000 to reflect the additional responsibilities of their role.