British Smaller Companies VCT plc Annual Report &
Accounts
1
British Smaller Companies VCT plc
Annual Report
for the year ended 31 March 2022
Transforming small businesses
bscfunds.com

Financial Overview
02 Financial Highlights
03 Five Year Summary
03 Financial Calendar
04 Your Portfolio
Strategic Report
06 Chairman’s Statement
10 Objectives and Key Policies
11 Processes and Operations
12 Key Performance Indicators
16 Portfolio Structure and Analysis
18 Investment Review
24 Case Studies
25 Portfolio Summary at
31 March 2022
26 Summary of Portfolio Movement
since 31 March 2021
27 Investee Company Information
32 Risk Factors
35 Other Matters
Corporate Governance
37 Directors
38 Directors’ Report
42 Corporate Governance
50 Directors’ Remuneration Report
53 Directors’ Responsibilities
Statement
Independent Auditor’s Report
54 Independent Auditor’s Report
Financial Statements
60 Statement of Comprehensive
Income
61 Balance Sheet
62 Statement of Changes in Equity
64 Statement of Cash Flows
65 Notes to the Financial Statements
Company Information
91 Notice of the Annual General
Meeting
95 Form of Proxy
Advisers to the Company
CONTENTS
About us
Registered Number:
03134749
British Smaller Companies VCT plc
was formed in 1996. It aims to provide
investors exposure to a diversified
portfolio of UK businesses that offer
opportunities in the application and
development of innovation in their
products and services, across
established and emerging industries.
The portfolio has a valuation of
£101.2 million as at 31 March 2022.
Discover more about
British Smaller Companies VCT plc
www.bscfunds.com

British Smaller Companies VCT plc Annual Report & Accounts 1
BRITISH SMALLER
COMPANIES VCT PLC
Transforming small businesses
Share Buy-Backs
Share buy-backs enable shareholders to obtain some
liquidity in an otherwise illiquid market when there is a
need to dispose of shares. This policy is kept under
active review to ensure that any decisions taken are in
the interests of shareholders as a whole. The current
rate of discount at which ordinary shares will be bought
back is targeted to be no more than five per cent of the
latest reported net asset value.
Dividend Re-Investment Scheme (“DRIS”)
The Company operates a DRIS which gives
shareholders the opportunity to re-invest any cash
dividends. Currently, dividends are re-invested at the
latest reported net asset value as adjusted for the
relevant dividend in question if this has not already
been recognised. Any dividends that are re-invested
by shareholders are eligible for income tax relief at
30 per cent of the amount invested, subject to an
annual investment limit of £200,000, or, if lower, the
amount of a shareholder’s income tax liability. The
Finance Act 2014 confirmed that shares acquired at
any time under dividend re-investment schemes will
not impact tax relief on sales of, or subscriptions for,
VCT shares, unless in the latter case it results in a
breach of the £200,000 investment limit.
* Under Chapter 3 Part 6 of the Income Tax Act 2007.
Manager
YFM Private Equity Limited (“the Manager”) is a
wholly owned subsidiary of YFM Equity Partners LLP
and is a small Authorised Investment Fund Manager
(AIFM), authorised and regulated by the Financial
Conduct Authority.
Investment Policy
The investment strategy of British Smaller Companies
VCT plc (“the Company”) is to invest in UK businesses
across a broad range of sectors that blends a mix of
businesses operating in established and emerging
industries that offer opportunities in the application
and development of innovation in their products
and services.
These investments will all meet the definition of a
Qualifying Investment* and be primarily in unquoted
UK companies. It is anticipated that the majority of
these businesses will be re-investing their profits
for growth and the investments will comprise mainly
equity investments. Further details of the Company’s
investment policy can be found in the Strategic
Report on page 10.
Dividend Policy
Your Board remains committed to achieving the
objective, over time, of paying tax free dividends from
realised investment returns. This depends upon the
level of investment income and realisations that the
Company is able to make or achieve in any one
period and cannot be guaranteed.
The tax reliefs that are available for an investment
in a Venture Capital Trust are of particular benefit
for shareholders as there is no income tax payable
on the dividend received, or need to declare them
in a tax return.
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2 British Smaller Companies VCT plc Annual Report & Accounts
Financial
Highlights
FINANCIAL OVERVIEW
1. Total Return (“TR”) is defined as an
Alternative Performance Measure. The
Board considers TR to be the primary
measure of shareholder value; it is
calculated as the total of current net
asset value per ordinary share plus
cumulative dividends paid since
inception of the Company.
The Annual Report contains a number of
Alternative Performance Measures
(“APMs”). APMs are financial measures
that are in addition to those defined or
specified in the Company’s financial
reporting framework.
All stated figures above and throughout the
annual report exclude the impact of any tax
benefits that may arise to shareholders due
to the Company’s status as a Venture
Capital Trust.
TOTAL
RETURN
1
h
24.9%
252.1p
Increased by 18.9 pence
per ordinary share
Since 31 March 2021 your
Company’s Total Return has
increased by 18.9 pence, from
233.2 to 252.1 pence per
ordinary share, which includes
cumulative dividends paid of
166.4 pence per ordinary share.
The increase is equivalent to a
return of 24.9 per cent of the
opening net asset value of
75.8 pence.
FUNDS RAISED
2021/22
£33.2m
A fully subscribed offer raised
net proceeds of £33.2 million.
DIVIDENDS PAID
IN THE YEAR
Total Dividends
9.0p
Total dividends paid during the
year ended 31 March 2022 were
9.0 pence per ordinary share,
which equates to 11.9 per cent
of the opening net asset value
per ordinary share.
REALISATION
PROCEEDS
£8.0m over cost
£11.8m
Realisations of portfolio
investments generated total
proceeds of £11.8 million in the
year, a gain of £5.1 million over
the opening carrying value and
£8.0 million over cost.
INVESTED
for 2021/22
£9.8m
Your Company completed a
total of nine investments, of
which two were new to the
portfolio
h

British Smaller Companies VCT plc Annual Report & Accounts 3
Five Year
Summary
Year ended Year ended Year ended Year ended Year ended
31 March 31 March 31 March 31 March 31 March
2022 2021 2020 2019 2018
Income £000 1,065 4,074 1,517 2,299 2,339
Profit (loss) before and
after taxation £000 28,264 21,339 (5,091) 6,405 3,364
Net assets attributable to
ordinary shares £000 159,534 110,360 88,961 82,023 86,137
Profit (loss) per ordinary share 18.22p 15.38p (3.64p) 5.88p 3.10p
Dividends per ordinary
share paid in the year 9.0p 4.0p 6.0p 11.0p 5.75p
Net asset value per ordinary share 85.7p 75.8p 64.5p 74.3p 79.6p
Total Return per ordinary share
1
252.1p 233.2p 217.9p 221.7p 216.0p
Increase (decrease) in Total Return
per ordinary share
1
18.9p 15.3p (3.8p) 5.7p 3.0p
Annualised return
1
26.2%
Cumulative 3 year increase in Total
Return per ordinary share
1
30.4p
Annualised 3 year return
1
13.4%
Cumulative 5 year increase in
Total Return per ordinary share
1
39.1p
Annualised 5 year return
1
9.8%
1. These are Alternative Performance Measures. The Board considers Total Return to be the primary measure of shareholder value.
The annualised return comprises the cumulative dividends paid plus the NAV at 31 March 2022.
Ex-dividend date 9 June 2022
Record date 10 June 2022
Results announced 21 June 2022
DRIS election date 24 June 2022
Dividend paid 12 July 2022
Annual General Meeting 16 September 2022
Financial Calendar
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4 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL OVERVIEW
Your
Portfolio
Better Informed Journeys

British Smaller Companies VCT plc Annual Report & Accounts 5
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6 British Smaller Companies VCT plc Annual Report & Accounts
STRATEGIC REPORT
Chairman’s
Statement
I am pleased to present the Company’s
Annual Report and Accounts for the
year ended 31 March 2022.
The UK economy has encountered significant
headwinds, with rising inflation affecting the cost of
living, interest rates on an upward trajectory and
economic turmoil and uncertainty caused by Russia’s
invasion of Ukraine. Against this backdrop, it is pleasing
to see the resilience of the Company’s portfolio. The
trend towards technology-enabled solutions which was
accelerated by the pandemic has continued and the
business to business component of the portfolio
continues to benefit from this dynamic.
This has been a year of strong performance for
the Company, which has generated an increase of
18.9 pence per share, equivalent to 24.9 per cent
on the opening net asset value (“NAV”) of 75.8 pence.
It was pleasing to see shareholders’ continued
enthusiasm for the Company’s prospects, as
demonstrated by our fundraising closing at full
capacity after just seven weeks.
Financial Performance
With the 18.9 pence per ordinary share increase in
Total Return in the year, the Company’s overall Total
Return is now 252.1 pence per ordinary share.
The year’s increase derives from the portfolio, which
generated a return of £30.5 million, 41.3 per cent over
its opening value, of which £5.1 million was realised
and £25.4 million is unrealised. New and follow-on
investments totalling £9.8 million were completed
in the year.
Realisations
Realisations of investments generated total proceeds
of £11.8 million, a gain of £5.1 million over the opening
carrying value and £8.0 million over the original cost,
equivalent to a multiple of 3.1x cost. There were two
significant realisations in the year: Deep Secure in July
2021 and the partial realisation of Matillion in October
2021. Additional proceeds of £1.4 million were
generated from loan repayments.
The Deep Secure exit generated capital proceeds of
£6.6 million, delivering a realised gain of £5.6 million
above cost, and an uplift of £2.4 million on the carrying
value at the beginning of the year. Including income, the
total return from this investment was £7.7 million over
a 12 year holding period, producing an internal rate
of return of 23 per cent and a multiple of 7.7x cost.
The Company realised 15 per cent of its investment
in Matillion as part of its Series E funding round; this
valued the company at $1.5 billion, affirming its “unicorn”
status. The proceeds from this partial exit were £5.0
million, which represents an uplift on the carrying value
at the beginning of the year of £2.6 million, and together
with previous proceeds received represents a return to
date of 2.7x the total cost of the Company’s investment.
The value of the Company’s residual investment in
Matillion is £28.1 million. This is an outstanding outcome
to date, in a company which continues to experience
fast growth.

British Smaller Companies VCT plc Annual Report & Accounts 7
New Investments
Two new investments were made in the year, totalling
£5.1 million. We continue to fund growth in existing
portfolio businesses, and hence seven companies
received follow-on funding in the year, totalling
£4.6 million in aggregate.
The new investments are:
Investment Sector
Relative Insight AI-based text data analytics platform
Vuealta Business planning software
and services
Financial Results
The combination of strong performance and realisations
enabled the Board to pay interim dividends of 9.0 pence
per ordinary share in respect of the year ended 31
March 2022, bringing the cumulative dividends paid
to 31 March 2022 to 166.4 pence per ordinary share.
The movement in net asset value (“NAV”) per
ordinary share and the dividends paid are set out
in the table below:
Pence per
ordinary share £000
NAV at 31 March 2021 75.8 110,360
Increase in value 17.4 25,515
Gain on disposal of investments 3.4 5,131
Gain arising from the investment portfolio 20.8 30,646
Net operating costs (1.2) (1,761)
Incentive fee (0.3) (621)
Issue/(buy-back) of new shares (0.4) 34,009
Total Return in year 18.9 62,273
NAV before the payment of dividends 94.7 172,633
Dividends paid (9.0) (13,099)
NAV at 31 March 2022 85.7 159,534
Cumulative dividends paid 166.4
Total Return: at 31 March 2022 252.1
at 31 March 2021 233.2
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8 British Smaller Companies VCT plc Annual Report & Accounts
Chairman’s
Statement
(continued)
STRATEGIC REPORT
The charts on page 12 show in greater detail the
movement in Total Return and Net Asset Value
over time.
The portfolio investments held at the beginning of the
financial year, amounting to £73.9 million, delivered a
return over the year of £30.5 million, with an additional
return of £0.1 million from other investments.
The current portfolio’s net valuation increased by £25.4
million. Within this there were valuation gains of £31.0
million, offset by £5.6 million of downward movements.
The composition of the portfolio comprises
predominantly younger, higher growth companies which
are reinvesting earnings for further growth with ultimate
returns deriving almost entirely from capital gains. As a
result the proportion of the Company’s return reported
as income continues to reduce. During the year, income
from the portfolio was £0.9 million, compared to £1.0
million (excluding the exceptional £2.9 million dividend
received from ACC Aviation) in the previous financial
year and £1.1 million in 2020. This trend is expected
to continue as the proportion of new investments
continues to grow.
Dividends
Dividends paid in the year totalled 9.0 pence per
ordinary share. These comprised interim dividends
of 9.0 pence per ordinary share for the year ended
31 March 2022. Cumulative dividends paid as at 31
March 2022 were 166.4 pence per ordinary share.
An interim dividend for the year ending 31 March 2023
of 2.0 pence per ordinary share will be paid on 12 July
2022, to shareholders on the register at 10 June 2022.
Dividend Re-investment Scheme (“DRIS”)
The Company operates a DRIS, which gives
shareholders the opportunity to re-invest any cash
dividends and is open to all shareholders, including
those who invested under the recent offers. The main
advantages of the DRIS are:
1 the dividends remain tax free; and
2 any DRIS investment attracts income tax relief
at the rate of 30 per cent.
For the financial year ended 31 March 2022, £3.4 million
was re-invested by way of the DRIS, from overall
dividend proceeds of £13.1 million.
Liquidity and Fundraising
Having previously assessed its expected cash
requirements, the Company announced a new share
offer on 22 September 2021, alongside British Smaller
Companies VCT2 plc, with the intention of raising up
to £60 million, in aggregate, which included an over-
allotment facility of £20 million, in aggregate. This was
fully subscribed and closed on 12 November 2021.
The related allotment of 39,514,174 ordinary shares
took place on 7 January 2022, following which the
Company received net proceeds of £33.2 million.
At 31 March 2022, the Company’s cash and other
liquid reserves of £58.1 million represented 36.4 per
cent of net assets.
Shareholder Relations
The electronic communications policy continues to
be a success, with 82 per cent of shareholders now
receiving communications in this way. Documents
such as the annual report are published on the
website www.bscfunds.com rather than by post,
saving on printing costs, as well as being more
environmentally friendly.
The Company’s website, www.bscfunds.com,
is refreshed on a regular basis and provides a
comprehensive level of information in what I hope
is a user-friendly format.
In 2021, we again had to change our plans for the
Investor Workshops, subsequently holding two webinars
in conjunction with British Smaller Companies VCT2 plc,
on 25 June 2021 and 9 December 2021.
SHAREHOLDER RELATIONS
Annual General Meeting
16 September 2022
The Annual General Meeting of the Company
will be held at 9:30 am on 16 September 2022 at
33 St James Square, London SW1Y 4JS. Full
details of the agenda for this meeting are
included in the Notice of the Annual General
Meeting on page 91.

British Smaller Companies VCT plc Annual Report & Accounts 9
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
We are pleased to confirm the return of an in-person
Investor Workshop for 2022. This will be held jointly with
British Smaller Companies VCT2 plc on 29 June 2022
at 1 Great George Street, Westminster, London SW1P
3AA. After the popularity of the webinars over the past
couple of years, we will also continue providing these
once per year, with the next event planned for
December 2022.
Post Balance Sheet Events
Following the year end one new investment and
two follow-on investments totalling £1.9 million have
been completed.
Board Composition
I am retiring as Chairman at the end of this year’s AGM.
I am delighted to announce that I will be succeeded by
Rupert Cook who has served as a director and Chair
of the Investment Committee for five years.
The Board has completed a successful recruitment
process and Purvi Sapre joined the Board on 6 June
2022. Purvi has over 15 years’ investment experience in
the UK and international markets, investing on behalf of
debt, equity and impact investment funds. I am delighted
to welcome her and I am confident that she will be an
excellent addition to the Board.
Ukraine
During the build up to and subsequent to the recent
invasion of Ukraine by Russia, we have been closely
monitoring the impact of the war on our portfolio. There
is minimal direct impact, which has principally been felt
in a small number of cases where investee company
software development teams have been based in
Ukraine. From a business perspective, continuity of
supply and service has been secured, although we are
aware of a small number of developers who we believe
are directly caught in the conflict and our thoughts are
with them and all those suffering the humanitarian
impact of the war.
Outlook
The current challenges for the UK economy are
undoubtedly driving markets towards more defensive
positions, cooling some of the valuation multiples in the
fast growth sectors in which the Company invests. In
this environment, the quality and robustness of the
portfolio is tested but is proving generally resilient.
Following the recent fundraise, the Company expects
to continue to provide further investment to the portfolio
to support investee companies’ growth ambitions. The
cooling of markets is also expected to provide further
opportunities to add growing, innovative companies
to the portfolio.
As I retire from the Board at the upcoming AGM, I am
pleased with the position in which I leave the Company
and wish it, and my Board colleagues, well for continued
success in the future.
Helen Sinclair
Chairman
21 June 2022

10 British Smaller Companies VCT plc Annual Report & Accounts
STRATEGIC REPORT
The Company’s objective is to
maximise Total Return and provide
investors with a long-term tax free
dividend yield whilst maintaining
the Company’s status as a venture
capital trust.
Investment Policy
The investment strategy of the Company is to invest
in UK businesses across a broad range of sectors
that blends a mix of businesses operating in established
and emerging industries that offer opportunities in the
application and development of innovation in their
products and services.
These investments will all meet the definition of a
Qualifying Investment and be primarily in unquoted UK
companies. It is anticipated that the majority of these
businesses will be re-investing their profits for growth
and the investments will comprise mainly equity
investments.
The Company seeks to build a broad portfolio of
investments in early stage companies focussed on
growth with the aim of spreading the maturity profiles
and maximising return as well as ensuring compliance
with the VCT guidelines.
Borrowing
The Company does not borrow and has no borrowing
facilities, choosing to fund investments from its
own resources.
Objectives and
Key Policies
Co-investment
British Smaller Companies VCT plc and British Smaller
Companies VCT2 plc (together “the VCTs”) typically
co-invest in investments, allocating such investments
60 per cent to the Company and 40 per cent to British
Smaller Companies VCT2 plc. However, the Board of
the Company has discretion as to whether or not to
take up its allocation; where British Smaller Companies
VCT2 plc does not take its allocation, the Board may
opt to increase the Company’s allocation in such
opportunities.
The VCTs may invest alongside co-investment funds
managed by YFM, the Manager of the VCTs. The VCTs
have first choice on the initial £4.5 million of all equity
investment opportunities meeting the VCT qualifying
criteria. Amounts above £4.5 million are allocated
two thirds to the VCTs and one third to YFM’s co-
investment funds.
Asset Mix
Cash which is pending investment in VCT-qualifying
securities is primarily held in interest bearing instant
access, short-notice bank accounts, money market
funds and investment funds listed on a recognised
stock exchange (including FCA authorised and
regulated UCITS funds).
Remuneration Policy
The Company’s policy on the remuneration of its
directors, all of whom are non-executive, can be
found on page 50.
Other Key Policies
Details of the Company’s policies on the payment of
dividends, the DRIS and the buy-back of shares are
given on page 1. In addition to these the Company’s
anti-bribery and environmental and social
responsibilities policies can be found on page 36.

British Smaller Companies VCT plc Annual Report & Accounts 11
The Manager is responsible for the
sourcing and screening of investment
opportunities, carrying out suitable
due diligence investigations and
making submissions to the Board
regarding potential investments.
Post investment, the Manager works
intensively with the businesses and
management teams in which the
Company is invested, monitoring
progress, effecting change and,
where applicable, redefining
strategies with a view to maximising
values through structured exit
processes.
The Board approves all investment and divestment
decisions save in that new investments up to £250,000
in companies whose securities are traded on a regulated
stock exchange and where the decision is required
urgently, in which case the Chairman of the Board of
Directors, if appropriate, may act in consultation with
the Manager.
The Board regularly monitors the performance of the
portfolio and the investment requirements set by the
relevant VCT legislation. Reports are received from the
Manager regarding the trading and financial position of
each investee company and senior members of the
Manager regularly attend the Company’s Board
meetings. Monitoring reports are also received at each
Board meeting on compliance with VCT regulations so
that the Board can monitor that the Venture Capital Trust
status of the Company is maintained and take corrective
action if appropriate. Monitoring reports carrying out an
independent review of this compliance are received
twice a year.
Processes and
Operations
The Board reviews the terms of YFM Private Equity
Limited’s appointment as Manager on a regular basis.
YFM Private Equity Limited has performed investment
advisory, management, administrative and secretarial
services for the Company since its inception on 28
February 1996. The principal terms of the agreement
under which these services are performed are set
out in note 3 to the financial statements.
In the opinion of the directors, the continuing
appointment of YFM Private Equity Limited as Manager
is in the interests of the shareholders as a whole, in view
of its experience in managing venture capital trusts and
in making, managing and exiting investments of the kind
falling within the Company’s investment policies.
Administration of the Listed Investment Funds
Quoted Portfolio
The Company holds a small portfolio of listed investment
funds, the purpose of which is to optimise returns from
liquid assets while preserving capital value. Reporting
to the Manager, this portfolio is managed by Brewin
Dolphin Limited on a discretionary basis. The Board
receives regular reports on the make-up and market
valuation of this portfolio.
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12 British Smaller Companies VCT plc Annual Report & Accounts
STRATEGIC REPORT
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
84.2 90.7 98.7 108.7 130.7 136.4 147.4 153.4 157.4
97.0
102.0
98.8
100.0
82.3
79.6
74.3
64.5
75.8
166.4
85.7
181.2
192.7
197.5
208.7
213.0
216.0
221.7
217.9
233.2
252.1
Key Performance
Indicators
Total Return
1
, calculated by reference to the
cumulative dividends paid plus net asset value
(excluding tax reliefs received by shareholders), is the
primary measure of performance in the VCT industry.
1 Total Return is net of ongoing charges and other costs.
Total Return
(as at 31 March)
Total Return with DRIS
(as at 31 March)
Total Return (pps)
NAV (pps)
Cumulative dividends (pps)
Total Return (pps)
The chart shows how the Total Return
of your Company has developed over the
last ten years.
The evaluation of comparative success
of the Company’s Total Return is by way
of reference to the Share Price Total
Return for an index of generalist VCTs
that are members of the AIC (based on
figures provided by Morningstar). This
is the Company’s stated benchmark
index. A comparison and explanation
of the calculation of this return is shown
in the Directors’ Remuneration Report
on page 52.
The chart illustrates the Total Return
(excluding tax reliefs received by
shareholders) for investors who
subscribed to the first fundraising in 1996
who have re-invested their dividends.
2013
2014 2015 2016 2017 2018 2019 2020 2021 2022
412.9
196.2
216.1
225.7
249.0
260.9
270.6
290.9
278.0
336.9

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British Smaller Companies VCT plc Annual Report & Accounts 13
Shareholder Returns Excluding all Tax Reliefs
The Board considers Total Return to be the primary measure of shareholder value. The table below shows the
cumulative dividends, the Total Return on each fundraising round per ordinary share and the Internal Rate of Return
(“IRR”) if a shareholder had not opted to participate in the Company’s DRIS. The cumulative dividend, Total Return
and IRR figures in this table exclude the benefits of all tax reliefs.
Year of issue Cumulative
NAV at dividends Total
Offer 31 March paid since Return
price
1
2022 fundraising to date
2
IRR
3
Pence Pence Pence Pence %
1996 100.0 85.7 166.4 252.1 5.3%
1997 100.0 85.7 163.4 249.1 5.4%
1998 105.0 85.7 159.7 245.4 5.2%
2005 (C share)
4
100.0 96.4 148.3 244.7 7.9%
2006 99.5 85.7 136.0 221.7 8.0%
2007 102.5 85.7 131.5 217.2 8.0%
2008 106.3 85.7 126.5 212.2 7.9%
2010 97.3 85.7 116.5 202.2 10.3%
2011 128.0 85.7 110.2 195.9 6.2%
2012 99.8 85.7 87.2 172.9 8.1%
2013 95.8 85.7 82.2 167.9 9.3%
2014 100.8 85.7 75.7 161.4 8.7%
2015 99.5 85.7 67.7 153.4 9.1%
2016 102.3 85.7 57.7 143.4 7.8%
2017 84.6 85.7 35.7 121.4 9.0%
2019 76.0 85.7 19.0 104.7 12.4%
Notes
1. The offer price for the relevant year excluding the benefit of income tax relief available to investors at the time of the offer.
2. Total Return to date is cumulative dividends paid plus the 31 March 2022 net asset value in pence per ordinary share. This is an Alternative Performance Measure.
3. IRR is the unaudited annual rate of return that equates the offer price at the date of the original investment with the value of subsequent dividends plus the 31 March 2022 net
asset value per ordinary share. This excludes the benefit of any initial tax relief.
4. All figures have been adjusted for conversion of C shares into ordinary shares in May 2007.
The IRRs shown above are based on fundraisings and offer prices during the relevant calendar year whilst the graph on page 14 shows IRRs over specific financial periods to 31
March 2022.

14 British Smaller Companies VCT plc Annual Report & Accounts
Set out below is the average annual internal rate of return (excluding all tax reliefs) over 1, 2, 3, 5 and 10 years up to
31 March 2022. The average annual internal rate of return is calculated with reference to the cumulative dividends
paid plus the unaudited NAV at 31 March 2022.
STRATEGIC REPORT
Expenses
Ongoing Charges
The Ongoing Charges figure, as calculated in line
with the AIC recommended methodology, is used
by the Board to monitor expenses. This figure shows
shareholders the costs of the recurring operational
expenses expressed as a percentage of the average net
asset value. Whilst based on historical information this
provides an indication of the likely level of costs that will
be incurred in managing the Company in the future.
Year to Year to
31 March 31 March
2022 2021
(%) (%)
Ongoing Charges figure* 2.02 2.10
* Alternative Performance Measure.
The level of ongoing charges has fallen in the year due
to the increased level of net assets and the agreement
with the Manager to pay a lower level of management
fee of 1 per cent on surplus cash. The ratio is one
of the lowest in the industry.
Expenses Cap
The total costs incurred by the Company in the year
(excluding any performance related fees, trail
commission payable to financial intermediaries and
VAT) is capped at 2.9 per cent of the total net asset
value as at the relevant year end. The treatment of
costs in excess of the cap is described in note 3 on
page 71. There was no breach of the expenses cap
in the current or prior year.
Compliance with VCT Legislative Tests
A principal risk facing the Company is the retention
of its VCT qualifying status. The Board receives regular
reports on compliance with the VCT legislative tests
from its Manager. In addition, the Board receives formal
reports from its VCT Tax Adviser (Philip Hare &
Associates LLP) twice a year. The Board can confirm
that during the period, all of the VCT legislative tests
have been met.
Under Chapter 3 Part 6 of the Income Tax Act 2007, in
addition to the requirement for a VCT’s ordinary share
capital to be listed in the Official List on a European
regulated market throughout the period, there are further
specific tests that VCTs must meet following the initial
three year provisional period.
Key Performance
Indicators
(continued)
Average internal rate of return p.a.
over 1, 2, 3, 5 and 10 years*
(to 31 March 2022)
Excluding the benefits of all tax reliefs
*includes the benefits of the timing of dividend receipts.
1 yr 3 yrs2 yrs 5 yrs 10 yrs
25.4%
26.2%
13.4%
9.8%
8.1%

Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
British Smaller Companies VCT plc Annual Report & Accounts 15
Income Test
The Company’s income in the period must be derived
wholly or mainly (70 per cent) from shares or securities.
Retained Income Test
The Company must not retain more than 15 per cent
of its income from shares and securities.
Qualifying Investments Test
At least 80 per cent by value of the Company’s
investments must be represented throughout the
period by shares or securities comprised in Qualifying
Investments of investee companies.
For shares issued in accounting periods beginning
on or after 6 April 2018, at least 30 per cent of those
share issues must be invested in Qualifying Investments
of investee companies by the anniversary of the
accounting period in which those shares are issued.
Eligible Shares Test
At least 70 per cent of the Company’s Qualifying
Investments must be represented throughout the
period by holdings of non-preferential shares.
Investments made before 6 April 2018 from funds raised
before 6 April 2011 are excluded from this requirement.
At least 10 per cent of the Company’s total investment in
each Qualifying Investment must be in eligible shares.
In addition, monies are not permitted to be used to
finance buy-outs or otherwise to acquire existing
businesses or shares.
Investment Limits
There is an annual limit for each investee company
which provides that they may not raise more than £5
million of state aided investment (including from VCTs)
in the 12 months ending on the date of each investment
(£10 million for Knowledge Intensive Companies).
There is also a lifetime limit that a business may not
raise more than £12 million of state aided investment
(including from VCTs); the limit for Knowledge Intensive
Companies is £20 million.
Maximum Single Investment Test
The value of any one investment must not, at any time
in the period, represent more than 15 per cent of the
Company’s total investment value. This is calculated
at the time of investment and updated should there
be further additions; as such, it cannot be breached
passively.
The Board can confirm that during the period, all of the
VCT legislative tests set out above have been met,
where required.
Further restrictions placed on VCTs are:
Dividends from Cancelled Share Premium
The Finance Act 2014 introduced a restriction with
respect to the use of monies in respect of VCTs. In
particular, no dividends can be paid out of cancelled
share premium arising from shares allotted on or after
6 April 2014 until at least three full financial years have
elapsed from the date of allotment.
Other
No more than seven years can have elapsed since the
first commercial sale achieved by the business (ten
years in the case of a Knowledge Intensive Company),
unless:
a. The business has previously received an
investment from a source that has received state
aid; or
b. The investment comprises more than 50 per cent of
the average of the previous five years’ turnover and
the funds are to be used in the business to fund
growth into new product markets and/or new
geographies.
Wherever possible, the Company self-assures that an
investment is a Qualifying Investment, subject to the
receipt of professional advice.

16 British Smaller Companies VCT plc Annual Report & Accounts
Portfolio Structure
and Analysis
STRATEGIC REPORT
Diversity
Value above cost
At cost
Value below cost
Loan
Preference shares
Ordinary shares
Less than 1 year
Between 1 and 3 years
Between 3 and 5 years
Greater than 5 years
2022 - 21%
2021 - 25%
5
2022
33
6
56
2022
L
P
79
2022
87
10
3
L
P
11
2021
27
29
33
2021
L
P
75
2021
80
16
4
AGE OF
INVESTMENTS (%)
INVESTMENT
INSTRUMENT (%)
VALUE COMPARED
TO COST (%)
Portfolio Structure
This illustrates the broad range of the
portfolio, with 62 per cent of the portfolio
by valuation being held for more than three
years, whilst 90 per cent is held at cost or
above. 21 per cent of the portfolio’s value
is held in financial instruments, although
loans now account for only five per cent
of the value.

British Smaller Companies VCT plc Annual Report & Accounts 17
Strategic Report
VCT RULES (%)
Portfolio Analysis
Also included below is a profile of
the portfolio by industry sector and the
breakdown of the portfolio between
investments made before and after
the VCT rule changes in 2015.
Investments made prior to rule change in 2015
Investments made following rule change in 2015
2022
23
77
2021
33
67
INDUSTRY SECTOR (%)
1
14
6
VCT
rules post
2015
50
29
19
1
5
VCT
rules pre
2015
36
37
2
Data & Analytics
Software Applications
Business Services
New Media
Advanced Manufacturing
Retail & Brands
Other

18 British Smaller Companies VCT plc Annual Report & Accounts
Investment
Review
STRATEGIC REPORT
The portfolio delivered a strong
performance in the year, with a
return of £30.5 million on the
opening value of £73.9 million.
The movements in the investment portfolio, are set out in Table A below:
£101.2 million
Fair value of the
portfolio
(2021: £73.9 million)
23
Number of portfolio
companies with a
value of more than
£1.0 million
(2021: 21)
£0.9 million
Income from the
portfolio
(2021: £1.0 million*)
£9.8 million
Level of investment
(2021: £8.5 million)
£30.5 million
Return from
portfolio
(2021: £22.2 million*)
The Portfolio
* excluding exceptional dividend of £2.9 million received from ACC Aviation.
The portfolio has performed well during the period, adding £30.5 million of value on the opening fair value of £73.9
million. The composition of investments continues to show its dynamism, with £9.8 million invested in the period and
cash proceeds of £13.2 million received.
The top ten investments had a combined value of £72.0 million at 31 March 2022, 71.1 per cent of the total portfolio
(65.4 per cent at 31 March 2021).
Table A
Investment Portfolio
Listed
Investment
Portfolio Funds Total
£million £million £million
Opening fair value at 1 April 2021 73.9 4.8 78.7
Additions 9.8 0.8 10.6
Disposal proceeds* (13.0) (1.0) (14.0)
Valuation movement including realised gains 30.5 0.1 30.6
Closing fair value at 31 March 2022 101.2 4.7 105.9
* excluding deferred consideration
At 31 March 2022 the portfolio was valued at £101.2 million, representing 63.4 per cent of net assets (67.0 per cent
at 31 March 2021). The listed investment funds were valued at £4.7 million, representing 2.9 per cent of net assets
(4.4 per cent at 31 March 2021). Cash, cash equivalents and current asset investments at 31 March 2022 of £53.4
million represented 33.5 per cent of net assets (27.3 per cent at 31 March 2021).

British Smaller Companies VCT plc Annual Report & Accounts 19
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company InformationStrategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Fair value changes
Table B
Gain from Investment Portfolio
£million %
Gain in fair value from the portfolio 25.4 83
Gain on disposal over opening value from the portfolio 5.1 17
Gain arising from the portfolio 30.5 100
Gain in value of other investments 0.1
Gain arising from the investment portfolio 30.6
The current portfolio delivered a value gain of £25.4 million in the year. While Matillion has been a significant driver of
value, it is pleasing to see the fair value increases arising across a range of companies, including established portfolio
companies such as Springboard and DisplayPlan, tech-focused businesses such as Unbiased, Outpost, Force24,
Elucidat and Wooshii as well as companies benefiting from the ongoing post-pandemic recovery of the retail sector, such
as Tonkotsu and Frescobol. The case study on page 24 gives more information on the investment in Springboard.
Some decreases in value have been seen; Arraco and Arcus Global have both struggled somewhat over the past 12
months, but we continue to work closely with the companies’ management teams to navigate their current challenges.
A further £5.1 million of value arose from investments which were realised in the year, including the partial realisation
of Matillion (£2.6 million), and Deep Secure (£2.4 million).
Other Significant Investment Movements
Investments
During the year ended 31 March 2022, the Company completed nine investments, totalling £9.7 million. This
comprised two new investments of £5.1 million and seven follow-on investments of £4.6 million. The analysis of these
investments is shown in Table C. The case study on page 24 gives more information on the Company’s recent
investment, Relative Insight.
Table C
Investments
Investments made
New Follow-on Total
Company £million £million £million
Relative Insight 3.0 - 3.0
Vuealta 2.1 - 2.1
Wooshii - 1.5 1.5
SharpCloud - 1.2 1.2
Sipsynergy - 0.9 0.9
Other follow-on investments - 1.0 1.0
Invested in the year 5.1 4.6 9.7
Capitalised income 0.1
Total portfolio additions in the year 9.8
Other investments 0.8
Total additions in the year 10.6

20 British Smaller Companies VCT plc Annual Report & Accounts
Investment
Review
(continued)
STRATEGIC REPORT
Disposal of Investments
During the year to 31 March 2022, the Company received proceeds from disposals and loan repayments from
the portfolio of £13.2 million, a gain of £5.1 million over the opening carrying value and £7.8 million over cost. This
included the very successful realisation of Deep Secure and the partial realisation of Matillion. The Company’s
investments in Friska and Harris Hill were disposed of for minimal proceeds; the investments had been fully
written down in previous periods.
Table D
Disposal of Investments
Net Opening
proceeds value
from sale of 31 March Gain on
investments 2021 opening value
£million £million £million
Unquoted investments 13.0 7.9 5.1
Deferred proceeds 0.2 0.2 -
Total from portfolio 13.2 8.1 5.1
Listed investment funds 1.1 1.1 -
Total from investment portfolio 14.3 9.2 5.1
Further analysis of all investments sold in the year
can be found in note 7 to the financial statements on
page 78.
Investment Portfolio Composition
As at 31 March 2022, the portfolio was valued at
£101.2 million. An analysis of the movements in the
year is shown on page 75.
The portfolio has 23 investments valued above £1.0
million, compared to 21 a year earlier, with the single
largest investment, Matillion, representing 17.6 per cent
of the net asset value.
The charts on pages 16 and 17 show the diversity of
the portfolio, splitting it by industry sector, age of
investment, investment instrument and the valuation
compared to cost.
Under the revised VCT legislation it is no longer possible
to deposit funds for longer than seven days which
means that cash deposits must be available on very
short notice. The Board and the Manager continually
review opportunities to generate a higher level of
income, without significantly changing the risk profile
of the funds held.
As part of this, the Company holds a small diversified
quoted portfolio of listed investment funds. During the
period, this portfolio generated income for the Company
of £0.1 million (2021: £0.1 million). At 31 March 2022,
this quoted portfolio was valued at £4.7 million, or
2.9 per cent of net assets (£4.8 million, or 4.4 per cent
at 31 March 2021). The overall valuation increase during
the year from the quoted portfolio was £0.1 million.
Following a review of the composition of the quoted
portfolio, assets with an original cost of £1.1 million were
realised during the year for proceeds of £1.1 million, of
which £0.8 million had been reinvested in the quoted
portfolio at 31 March 2022.
In addition, the Company has also invested into a
number of money market funds which can be
converted back into cash with immediate notice.
These funds are included within Current Asset
Investments as disclosed in note 9 to the financial
statements. At 31 March 2022, these funds were
valued at £7.5 million, or 4.7 per cent of net assets
(£2.5 million, or 2.3 per cent at 31 March 2021).
Valuation Policy
Unquoted investments are valued in accordance
with both IFRS 13 ‘Fair Value Measurement’ and
International Private Equity and Venture Capital
Guidelines, December 2018 edition (IPEV Guidelines).
Initially, at the first quarter-end following investment,
unquoted investments are valued at the price of the
funding round; following this, the valuation switches
to a new primary basis for all subsequent periods.

British Smaller Companies VCT plc Annual Report & Accounts 21
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
The valuation methodology applied depends upon the
facts and circumstances of each individual investment.
This may be with reference to revenue multiples,
earnings multiples, net assets, discounted cash flows or
calibrated from the price of the most recent investment.
Quoted investments are valued at bid price.
The full valuation policy is set out in note 1 on pages
66 and 67.
Table E shows the value of unquoted investments within
each valuation category as at 31 March 2022.
With continued investment in earlier stage businesses
that are investing for growth, an increasing proportion
of portfolio valuations are based on revenue multiples.
Table E
Valuation Policy
2022 2021
% of % of
Valuation portfolio portfolio
£million by value by value
Revenue multiple 72.9 72 68
Earnings multiple 20.9 21 25
Cost or price of recent investment, reviewed for change in fair value 3.3 3 3
Discounted cashflow 2.2 2 -
Net assets, reviewed for change in fair value 1.9 2 4
Total – portfolio 101.2 100 100
Sustainable Investment and Environmental, Social
and Governance (“ESG”) Management
The Company backs small UK businesses to help
them to grow and produce strong financial returns for
shareholders with the additional aim of building better
businesses that are ultimately more sustainable.
In order to deliver more sustainable businesses,
and to meet its commitments under the Principles
for Responsible Investment (PRI), the Manager has
continued to develop its processes in this area.
The Manager’s approach is based on the belief
that good businesses:
These aims are consistent with the Company’s financial
aims because businesses which improve in these
areas also strengthen their resilience and value
creation potential through their increased attractiveness
to customers, employees, suppliers and eventual
future owners and investors.
Grow our economy Improve our society
Value their people Protect the environment

22 British Smaller Companies VCT plc Annual Report & Accounts
Investment
Review
(continued)
STRATEGIC REPORT
Sustainable Investment Principles
This set of principles guides the Manager’s investment
process:
> To seek to understand the ESG related impacts
and potential impacts of investments, aiming to
grow and enhance positive impacts and to avoid,
reduce or minimise any negative impacts over an
investment’s lifetime, leaving them overall better
businesses;
> To play a positive role in the investor, business
and wider communities by promoting good practice
in ESG management, and by being transparent in
the way that investments are made and how the
Manager behaves;
> To increase focus on the challenge of climate
change both as it may be affected by our
investments, and as it may impact on them
and their resilience to possible climate
change scenarios;
> To show leadership by managing the Manager’s
own business’ ESG impacts to the best of their
ability; and
> To be a proactive signatory to the PRI and to
integrate its principles into the Manager’s business
practices.
In line with the PRI the Manager has developed
processes to help the portfolio businesses to be better
in each of these spheres, by assessing them in terms
of creating positive impacts and outcomes and
preventing or minimising negative ones.
The Manager has more recently developed and
integrated its ESG management processes, which are:
> Pre-investment Phase
Structured processes at the pre-investment stage
to identify areas of potential ESG improvement
as part of the due diligence and pre-investment
deliberations. Appropriate data is collected and
assessed on each business against ESG criteria
at the point of investment as a benchmark against
which to evaluate future progress.
> Portfolio Phase
For those investments made since 2020, based on
the data collected at the point of investment at the
start of the portfolio phase, bespoke areas for
improvement are agreed with each management
team together with consequent objectives and
targets. A similar process has been applied to the
significant majority of investments made prior to
2020. Improvements are then measured and
recorded against a set of ESG criteria using the
Manager’s bespoke ESG framework, refreshing
targets annually and placing focus on any new
issues as they become more material in the
management of the company and in meeting
the expectations of its stakeholders.
> Reporting
Annual reports will be produced, using the
Manager’s ESG framework for consistency,
recording the relevant initiatives, impacts and
ESG KPI performance of each company and
providing an overview of progress across the
Manager’s portfolios.
Note that Investment Companies are not within scope
for reporting under the Task Force on Climate-Related
Financial Disclosures (TCFD); and the Company does
not use more than 40,000kWh of energy and therefore
is not required to report on its energy usage within
Streamlined Energy and Carbon Reporting regulations.
ESG performance data and reporting
ESG KPI data analysis
The Manager has developed its ESG KPI data collation
process. They have established a data set reflecting the
above ESG themes and a means of collecting this to
make year on year comparisons for each company and
across the portfolio. Where possible baseline data has
been collected from the date of investment with a view
to showing where the Manager’s support has made a
difference during the hold period to the reporting date.
Annual company specific ESG performance
progress report
The reviews that the Manager has been conducting
enabled the identification of relative strengths and
weaknesses and agreement of programmes of action
with each business.
In 2021 the Manager has moved to recording annual
updates and agreed actions in a more visual and
detailed report on both qualitative and quantitative
aspects of each company’s progress. As well as using
this for portfolio reporting to investors it will be used as
an engagement tool with the senior management teams
of each company.

British Smaller Companies VCT plc Annual Report & Accounts 23
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
2021 ESG KPI Report for Investments held in YFM’s
VCT funds
> £31.3 million of R&D investment during 2021
> £37.8 million of export sales achieved in 2021
> 95 per cent of companies were independently
chaired in 2021
> 40 per cent of companies had female directors on
boards, with 25 per cent having a female CEO
> 25 per cent of businesses had a designated
board member with responsibility for improving
ESG issues
> 30 per cent of the portfolio workforce was female
in 2021
> 866 new jobs were created from date of investment
to 2021
> 65 per cent had mental wellbeing programmes
in place and 55 per cent held regular employee
engagement surveys
> Over 22,000 hours of training was given
to employees
> 60 per cent of companies had active carbon
reduction strategies (up from 15 per cent at
investment)
> 25 per cent offset all or a defined portion of
their carbon impact
> But only 15 per cent formally measure their
carbon footprint
Summary and Outlook
It has been pleasing to see the continued positive
progression of the portfolio during the year, both from the
continued growth of the Company’s technology-enabled
and software-focused investments, but also from the
recovery of businesses which were heavily impacted
by the pandemic.
We continue to help all of our companies navigate a
fluid economic environment, with many facing obstacles
relating to inflation, hiring of talent and an ever-changing
political landscape.
Despite these challenges, we continue to see a strong
pipeline of potential investments in a range of growth
companies, as well as opportunities to further support
the continued growth of the current portfolio. We thank
investors for their ongoing support from the Company’s
January 2022 fundraising, and are looking forward to
putting the funds raised to work.
David Hall
YFM Private Equity Limited
21 June 2022
Growing
our economy
Improving
our society
Valuing our
people
Protecting
our environment

24 British Smaller Companies VCT plc Annual Report & Accounts
STRATEGIC REPORT
Case Studies
AMOUNT INVESTED BY THE COMPANY
£3.0 million
THE BUSINESS AT INVESTMENT
AI-based text data analytics platform generating insights
for digital marketing, consumer analytics and customer
experience
THE INVESTMENT
Growth capital to expand operations in the US and
strengthen new product development to drive new sales
and upsell to brand and agency clients
RATIONALE FOR THE DEAL
A scaling SaaS business with a differentiated proposition
in a large and rapidly growing market
SINCE INVESTMENT
We have introduced two sector experts to the board who
have supplemented a strong executive team and will help
management deliver their plans. We are also supporting the
team in developing their plans to expand in the US and scale
the organisation. In the year to 31 March 2022 the business
has continued its strong growth nearly doubling ARR in a
12 month period
AMOUNT INVESTED BY THE COMPANY
£3.0 million
THE BUSINESS AT INVESTMENT
UK’s market leading provider of retail footfall data for high
streets, shopping centres and retail parks
THE INVESTMENT
Growth capital to expand into the US market and broaden
the service and product offerings
RATIONALE FOR THE DEAL
To build a high growth and profitable international business
with strong recurring revenues and providing strategic value
to its customers through data insights
SINCE INVESTMENT
Revenues have more than doubled, with around 95 per cent
now recurring and 35 per cent in the US, and 20 per cent
EBITDA. They have developed AI camera technologies to
provide reliable, valuable insights into consumer behaviour

British Smaller Companies VCT plc Annual Report & Accounts 25
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Valuation at Realised &
Date of Current 31 March Proceeds unrealised
Page Name of initial Industry cost 2022 to date value to date*
No company investment Location Sector £000 £000 £000 £000
28 Matillion Limited Nov-16 Manchester Data & Analytics 1,778 28,053 7,071 35,124
28 Springboard Research
Holdings Limited Oct-14 Milton Keynes Data & Analytics 2,822 6,638 180 6,818
29 Unbiased EC1 Limited Dec-19 London Software Applications 2,946 6,230 - 6,230
29 Wooshii Limited May-19 London New Media 3,660 5,098 - 5,098
29 Intelligent Office UK May-14 Alloa Business Services 2,934 5,051 - 5,051
(IO Outsourcing Limited
t/a Intelligent Office)
30 Elucidat Ltd May-19 Brighton Software Applications 2,700 4,634 - 4,634
30 DisplayPlan Holdings Limited Jan-12 Stevenage New Media 130 4,393 1,521 5,914
30 SharpCloud Software Limited Oct-19 London Data & Analytics 3,407 4,298 - 4,298
31 Force24 Ltd Nov-20 Leeds Software Applications 2,400 3,997 - 3,997
31 ACC Aviation Group Limited** Nov-14 Reigate Business Services 220 3,641 1,848 5,489
Outpost VFX Limited Feb-21 Bournemouth New Media 1,500 3,310 - 3,310
Relative Insight Limited Mar-22 Lancaster Data & Analytics 3,000 3,000 - 3,000
Tonkotsu Limited Jun-19 London Retail & Brands 2,388 2,496 - 2,496
Vuealta Group Limited Sep-21 London Software Applications 2,099 2,308 - 2,308
Ncam Technologies Limited Mar-18 London New Media 2,512 2,213 131 2,344
Vypr Validation Jan-21 Manchester Data & Analytics 1,500 2,148 - 2,148
Technologies Limited
Sipsynergy (via Hosted Jun-16 Hampshire Software Applications 2,654 2,096 - 2,096
Network Services Limited)
KeTech Enterprises Limited Nov-15 Nottingham Data & Analytics 10 1,926 1,775 3,701
Frescobol Carioca Ltd Mar-19 London Retail & Brands 1,800 1,811 - 1,811
Traveltek Group Holdings Limited Oct-16 East Kilbride Software Applications 1,715 1,549 - 1,549
Arcus Global Limited May-18 Cambridge Software Applications 3,075 1,365 - 1,365
Panintelligence Nov-19 Leeds Data & Analytics 1,500 1,125 - 1,125
(via Paninsight Limited)
e2E Engineering Limited Sep-17 Welwyn Business Services 900 1,078 - 1,078
Garden City
Other investments £0.75 million and below 11,615 2,701 8,469 11,170
Current investments 59,265 101,159 20,995 122,154
Full disposals to date 60,761 - 114,275 114,275
Total portfolio 120,026 101,159 135,270 236,429
* represents proceeds received to date plus the unrealised valuation at 31 March 2022.
** additional ordinary dividends of £2.9 million have also been received.
Portfolio Summary
at 31 March 2022

Valuation
Investment Additions gains Investment
valuation at including including valuation
31 March Disposal capitalised profits (losses) at 31 March
2021 proceeds income on disposal 2022
Name of Company £000 £000 £000 £000 £000
Matillion Limited 15,658 (4,967) - 17,362 28,053
Unbiased EC1 Limited 4,026 - - 2,204 6,230
Outpost VFX Limited 1,500 - - 1,810 3,310
Force24 Ltd 2,902 - - 1,095 3,997
Elucidat Ltd 3,587 - - 1,047 4,634
Wooshii Limited 2,617 - 1,500 981 5,098
Tonkotsu Limited 1,551 - - 945 2,496
Frescobol Carioca Ltd 907 - - 904 1,811
Vypr Validation Technologies Limited 1,500 - - 648 2,148
Traveltek Group Holdings Limited 1,111 - - 438 1,549
e2E Engineering Limited 697 - - 381 1,078
SharpCloud Software Limited 2,720 - 1,217 361 4,298
Vuealta Group Limited - - 2,099 209 2,308
Other investments £0.75 million and below 202 - 240 58 500
Panintelligence (via Paninsight Limited) 1,125 - - - 1,125
Relative Insight Limited - - 3,000 - 3,000
Ncam Technologies Limited 2,229 (131) 262 (147) 2,213
Sipsynergy (via Hosted Network Services Limited) 1,470 - 883 (257) 2,096
Arcus Global Limited 3,124 - 150 (1,909) 1,365
Arraco Global Markets Limited 2,297 - 300 (2,477) 120
Investments made after November 2015 49,223 (5,098) 9,651 23,653 77,429
Deep-Secure Ltd 4,121 (6,560) - 2,439 -
Springboard Research Holdings Limited 4,180 - 89 2,369 6,638
DisplayPlan Holdings Limited 2,742 - - 1,651 4,393
KeTech Enterprises Limited 2,725 (1,275) - 476 1,926
Intelligent Office UK (IO Outsourcing Limited t/a Intelligent Office) 4,698 - - 353 5,051
ACC Aviation Group Limited 3,298 - - 343 3,641
Other investments £0.75 million and below 2,918 (72) - (765) 2,081
Investments made prior to November 2015 24,682 (7,907) 89 6,866 23,730
Total investments 73,905 (13,005) 9,740 30,519 101,159
since 31 March 2021
Summary of
Portfolio Movement
26 British Smaller Companies VCT plc Annual Report & Accounts
STRATEGIC REPORT

British Smaller Companies VCT plc Annual Report & Accounts 27
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Investee Company
Information
Fair Value
£47.7m
2021: £28.1m
Number of companies
8
2021: 7
Fair Value
£22.9m
2021: £21.1m
Number of companies
7
2021: 7
Fair Value
£15.0m
2021: £9.1m
Number of companies
6
2021: 6
Fair Value
£9.9m
2021: £11.0m
Number of companies
5
2021: 6
Business
Services
New Media
Data
& Analytics
Software
Applications
Fair Value
£0.2m
2021: £1.1m
Number of companies
3
2021: 3
Fair Value
£4.3m
2021: £2.4m
Number of companies
2
2021: 3
Fair Value
£1.2m
2021: £1.1m
Number of companies
5
2021: 5
OtherAdvanced
Manufacturing
Retail and
Brands

28 British Smaller Companies VCT plc Annual Report & Accounts
Matillion is a leading provider of cloud-based data
extraction and transformation tools. The company
helps businesses interpret their data in the cloud
for insight and decision making and is headquartered
in Manchester with offices in Denver, Seattle and
New York.
www.matillion.com
Cost: £1,778,000
Valuation: £28,053,000
Date of initial investment: November 2016
Equity held: 2.4%
Valuation basis: Revenue multiple
2020 2019
Year ended 31 December $million $million
Revenue 29.98 16.05
LBITA (11.57) (16.43)
Loss before tax (11.89) (15.53)
Retained losses (36.88) (24.83)
Net assets 22.89 33.18
Portfolio
The top 10 investments had a combined value of £72.0 million, 71.1 per cent of the total portfolio.
STRATEGIC REPORT
Matillion Limited
Manchester
Springboard Research is the leading provider of
performance insights for the retail industry across
Europe and North America. The company has seen
a significant increase in usage of its products as
the industry reacts to the new retail environment
created by Covid-19.
www.spring-board.info
Cost: £2,822,000
Valuation: £6,638,000
Date of initial investment: October 2014
Equity held: 19.4%
Valuation basis: Revenue multiple
Interest: £69,306 (2021 £130,001)
Dividends: £88,704 (2021 £88,704)
2020 2019
Year ended 31 December £million £million
Revenue 7.39 6.34
EBITA 1.77 0.50
Profit (loss) before tax 0.51 (0.70)
Retained losses (3.14) (3.46)
Net liabilities (0.01) (0.33)
Springboard Research Holdings Limited
Milton Keynes

British Smaller Companies VCT plc Annual Report & Accounts 29
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Unbiased is a technology-enabled marketplace
that connects consumers to Independent Financial
Advisers, Mortgage Brokers and Accountants. The
company has a strong, well-established position
and brand awareness in the IFA market with a high
level of recurring subscription income from the
thousands of professionals in their network.
www.unbiased.co.uk
Cost: £2,946,000
Valuation: £6,230,000
Date of initial investment: December 2019
Equity held: 15.9%
Valuation basis: Revenue multiple
2021 2020
Year ended 30 September £million £million
Revenue 5.73 5.02
LBITA (0.58) (0.84)
Loss before tax (1.09) (1.10)
Retained losses (1.88) (0.96)
Net assets 2.69 3.62
Unbiased EC1 Limited
London
Intelligent Office UK is a leading provider of support
services to the legal sector. The company has more
than 900 employees in over 60 client sites across the
UK, as well as four onshore shared services centres.
www.intelligentofficeuk.com
Cost: £2,934,000
Valuation: £5,051,000
Date of initial investment: May 2014
Equity held: 26.7%
Valuation basis: Earnings multiple
Interest: £58,973 (2021 £58,973)
Dividends: £91,340 (2021 £91,090)
2021 2020
Year ended 30 September £million £million
Revenue 28.05 27.55
EBITA 1.23 1.42
Profit before tax 0.08 0.27
Retained losses (4.04) (3.90)
Net assets 1.51 1.64
Intelligent Office UK (IO Outsourcing Limited t/a Intelligent Office)
Alloa
Wooshii is a global video production agency using
technology to manage a geographically distributed
network of creative professionals. The company
offers clients the convenience and quality of a
traditional video marketing agency combined with
cutting edge video management tools. It has an
impressive client list including Coca Cola, Google,
Microsoft and Amazon.
www.wooshiivideoagency.com
Wooshii Limited
London
Cost: £3,660,000
Valuation: £5,098,000
Date of initial investment: May 2019
Equity held: 19.9%
Valuation basis: Revenue multiple
Dividends: £151,755 (2021 £97,200)
2021* 2020*
Year ended 31 March £million £million
Revenue 2.63 2.18
LBITA (1.07) (1.73)
Loss before tax (1.24) (1.87)
Retained losses (4.52) (3.39)
Net liabilities (2.95) (1.83)
* Unaudited

30 British Smaller Companies VCT plc Annual Report & Accounts
STRATEGIC REPORT
Elucidat provides a cloud-based e-learning authoring
platform which allows its customers to drive down
the cost of producing business-critical training.
The company has impressive customer retention
and a client list including Tesco, Target and Walmart.
www.elucidat.com
Cost: £2,700,000
Valuation: £4,634,000
Date of initial investment: May 2019
Equity held: 12.2%
Valuation basis: Revenue multiple
Interest: £30,000 (2021 £8,712)
2020 2019*
Year ended 31 December £million £million
Revenue 3.00 1.42
LBITA (0.49) (0.24)
Loss before tax (0.92) (0.41)
Retained losses (1.12) (0.40)
Net assets 2.41 3.12
* unaudited 7 months to 31 December 2019
Elucidat Ltd
Brighton
Displayplan specialises in creating and delivering
permanent in-store “point of purchase” display
and fixtures. It provides a complete retail display
consultancy service from concept through to design,
sourcing and final installation. Clients include M&S,
Sainsburys and Nike.
www.displayplan.com
Cost: £130,000
Valuation: £4,393,000
Date of initial investment: January 2012
Equity held: 22.3%
Valuation basis: Earnings multiple
Dividends: £136,500 (2021 £113,750)
2020 2019
Year ended 31 December £million £million
Revenue 18.01 14.78
EBITA 1.40 0.63
Profit before tax 1.22 0.46
Retained profits 6.54 5.85
Net assets 6.95 6.25
DisplayPlan Holdings Limited
Stevenage
SharpCloud provides a leading decision making
platform for managers. It provides the ability to
aggregate fragmented data into easily interpretable
top-down output that shortens decision making
cycles and eliminates decision waste.
www.sharpcloud.com
Cost: £3,407,000
Valuation: £4,298,000
Date of initial investment: October 2019
Equity held: 19.5%
Valuation basis: Revenue multiple
2020* 2019*
Year ended 31 December £million £million
Revenue 1.65 1.24
LBITA (2.09) (0.58)
Loss before tax (2.20) (0.74)
Retained losses (3.25) (0.87)
Net assets 0.74 3.12
* Unaudited
SharpCloud Software Limited
London

British Smaller Companies VCT plc Annual Report & Accounts 31
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Force24 provides personalised cloud-based marketing
automation technology trusted by over 350 businesses
including household brands such as Michelin, Tarmac
and Children In Need.
www.force24.co.uk
Cost: £2,400,000
Valuation: £3,997,000
Date of initial investment: November 2020
Equity held: 17.1%
Valuation basis: Revenue multiple
2020 2019
Year ended 31 December £million £million
Revenue 3.48 2.98
(LBITA) EBITA (0.38) 0.23
Loss before tax (0.66) (0.01)
Retained (losses) profits (0.22) 0.63
Net assets 3.59 0.82
Force24 Ltd
Leeds
ACC Aviation is the market leader in airline-to-airline
“wet lease” brokerage and associated services. The
company serves clients globally in all aspects of
aircraft charter, leasing, interiors, and aviation support.
www.accaviation.com
Cost: £220,000
Valuation: £3,641,000
Date of initial investment: November 2014
Equity held: 27.6%
Valuation basis: Earnings multiple
Dividends: £nil (2021 £2,897,000)
2020 2019
Year ended 31 December £million £million
Revenue 34.91 175.90
(LBITA) EBITA (0.67) 12.24
(Loss) profit before tax (3.75) 9.27
Retained profits 12.28 8.04
Net assets 12.30 26.21
ACC Aviation Group Limited
Reigate

32 British Smaller Companies VCT plc Annual Report & Accounts
The Board carries out a regular
review of the risk environment in
which the Company operates. The
emerging and principal risks and
uncertainties identified by the Board
and techniques used to mitigate these
risks are set out in this section.
The Covid-19 pandemic and the current conflict in
Ukraine have created heightened uncertainty for the
Company, but the Board does not consider that it has
changed the nature of the principal risks. The Board
considers that the present processes for mitigating
those risks remain appropriate.
The Board seeks to mitigate its emerging and principal
risks by setting policy, regularly reviewing performance
and monitoring progress and compliance. In the
mitigation and management of these risks, the Board
rigorously applies the principles detailed in section 4:
“Audit, Risk and Internal Control” of The UK Corporate
Governance Code issued by the Financial Reporting
Council in July 2018. Details of the Company’s internal
controls are contained in the Corporate Governance
Internal Control section on pages 48 and 49 and further
information on exposure to risks, including those
associated with financial instruments, can be found
in note 17a of the financial statements.
Loss of Approval as a VCT
Risk – The Company must comply with Chapter 3 Part
6 of the Income Tax Act 2007, which allows it to be
exempted from corporation tax on capital gains. Any
breach of these rules may lead to the Company losing
its approval as a VCT, which would result in qualifying
shareholders who have not held their shares for the
designated holding period having to repay the income
tax relief they obtained, while future dividends paid by
the Company would be subject to tax. The Company
would also lose its exemption from corporation tax on
capital gains.
Mitigation – One of the Key Performance Indicators
monitored by the Company is the compliance with legislative
tests. These tests are closely monitored by the Manager on
an ongoing basis and regularly reported to and reviewed by
the Board. The Company also makes use of external
experts, who review the Company’s compliance with VCT
rules on a regular basis. Details of how the Company
manages these requirements can be found under the
heading “Compliance with VCT Legislative Tests” on pages
14 and 15.
Economic
Risk – Events such as recession and interest rate
fluctuations, which may include factors arising from
geopolitical shocks, could affect investee companies’
performance and valuations.
Mitigation – As well as the response to the ‘Investment and
Strategic’ risk on page 33, the Company has a clear
investment policy (summarised on page 10) and a
diversified portfolio operating in a range of sectors. The
Manager actively monitors investee company performance,
which provides quality information for monthly reviews of the
portfolio. The Manager ensures that the portfolio has plans
to manage the impact of economic risk.
Risk
Factors
STRATEGIC REPORT

British Smaller Companies VCT plc Annual Report & Accounts 33
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Investment and Strategic
Risk – Inappropriate strategy, poor asset allocation or
consistently weak stock allocation may lead to
underperformance and poor returns to shareholders.
The quality of enquiries, investments, investee company
management teams and monitoring, and the risk of not
identifying investee company difficulties may lead to
underperformance by the Company and poor returns to
shareholders.
Mitigation – The Board reviews strategy annually. At each
of the Board meetings, the directors review the
appropriateness of the Company’s objectives and stated
strategy in response to changes in the operating
environment and peer group activity.
The Manager carries out due diligence on potential investee
companies and their management teams and utilises
external reports where appropriate to assess the viability of
investee businesses before investing. Wherever possible,
a non-executive director will be appointed to the board of
the investee company on behalf of the Company.
Regulatory
Risk – The Company is required to comply with the
Companies Act 2006, the rules of the UK Listing
Authority, the Financial Conduct Authority’s Prospectus
Rules and UK adopted international accounting
standards; it is also subject to the AIFMD EU Exit
Regulations. Breach of any of these might lead to
suspension of the Company’s Stock Exchange listing,
financial penalties or a qualified audit report.
Mitigation – The Manager and the Company Secretary
have procedures in place to ensure recurring Listing Rules
requirements are met and actively consult with brokers,
solicitors and external compliance advisers as appropriate.
The Manager ensures that it hires suitably qualified
members of staff who are experienced with regulatory
requirements and relevant accounting standards.
The key controls around regulatory compliance are
explained on pages 48 and 49.
Reputational
Risk – Inadequate or failed controls might result in
breaches of regulations or loss of shareholder trust.
Mitigation – The Board is comprised of directors with
suitable experience and qualifications who report annually
to the shareholders on their independence. The Manager is
well-respected, with a proven track record. It has a formal
recruitment process to employ experienced investment staff.
Allocation rules relating to co-investments with other funds
managed by the Manager have been agreed between the
Manager and the Company. Advice is sought from external
advisors where required. Both the Company and the
Manager maintain appropriate insurances.
Operational
Risk – Failure of the Manager’s and administrator’s
accounting systems or disruption to its business might
lead to an inability to provide accurate reporting and
monitoring.
Mitigation – The Manager has a documented business
continuity plan, which provides for back-up services in the
event of a system breakdown. The Manager’s systems are
protected against viruses and other cyber-attacks. The
Manager implemented its business continuity plan through
the Covid-19 pandemic with no loss of service.

34 British Smaller Companies VCT plc Annual Report & Accounts
Risk
Factors
(continued)
STRATEGIC REPORT
Market/Liquidity
Risk – Lack of liquidity in both the venture capital and
public markets.
By their nature, investments in unquoted companies
involve a higher degree of risk than investments in
companies trading on public markets. In particular,
smaller companies often have limited product lines,
markets or financial resources; they may be dependent
on a smaller number of key individuals.
For quoted companies, the fact that a share is traded on
the public market does not guarantee its liquidity. The
spread between the buying and selling price of such
shares may be wide and thus the price used for
valuation may not be achievable. In addition, smaller
companies’ shares are often less liquid than larger
companies, bringing with it potential difficulties in
acquiring, valuing and disposing of such stock.
Mitigation – Overall liquidity risks are monitored on an
ongoing basis by the Manager and on a quarterly basis
by the Board.
The Company’s valuation methodology takes account of
potential liquidity restrictions in the markets in which it
invests.
For any publicly listed investments, accounting
standards require an ongoing assessment of the liquidity
of the stock.
The Manager regularly reviews its exit plans for investee
companies to allow the assets to be optimised to identify
a willing buyer. As part of a planned exit, the assistance
of a third party adviser will normally be sought, with a
view to identifying the largest number of possible
purchasers.
Financial
Risk – Inadequate controls might lead to misappropriation
of assets. Inappropriate accounting policies might lead to
misreporting or breaches of regulations.
Mitigation – The Company’s internal control and risk
management processes are described on pages 48 and
49.
Climate
Risk – The Company, the Manager and the portfolio
companies may fail to positively contribute towards, and
adapt to, the global transition towards decarbonisation,
which could result in regulatory breaches, reduced
investor and/or employee attraction and the reduced
ability of portfolio companies to attract lending to fund their
growth.
Mitigation – In 2021, the Manager published its first
Sustainable Investment Report, detailing the steps it has
taken in this area to date. The Manager is a signatory of
the UN’s Principles for Responsible Investment; it has
published its Sustainable Investment Principles; and has
rewritten its Ethical Policy. Its investment process now
includes a set of over 50 thematic ESG KPIs, with which
it is now tracking its portfolio over time across four key
areas: Improve our Society; Protect our Environment;
Grow our Economy; and Value our People. Further
details can be found on pages 21 to 23.
Cyber/IT
Risk – Inadequate IT systems and controls might lead to
business interruption, the inability of the Manager to
provide accurate reporting and monitoring or the loss of
Company records.
Mitigation – The Manager has in place significant
cybersecurity controls, including two factor
authentication, email protection software, monitored
firewalls and regularly updated electronic devices. The
Manager is Cyber Essentials Plus certified. Staff at the
Manager regularly receive training in relation to their
cybersecurity obligations.

British Smaller Companies VCT plc Annual Report & Accounts 35
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Section 172 Statement
This Section 172 Statement should
be read in conjunction with the
other contents of the Strategic
Report, on pages 6 to 36.
Section 172 of the Companies Act 2006 requires that a
director must act in the way that they consider, in good
faith, would be most likely to promote the success of the
company for the benefit of its members as a whole, and
in doing so have regard (amongst other matters) to:
> The likely consequences of any decision in
the long term;
> The interests of the company's employees;
> The need to foster the company's business
relationships with suppliers, customers and others;
> The impact of the company's operations on
the community and the environment;
> The desirability of the company maintaining
a reputation for high standards of business
conduct; and
> The need to act fairly as between members
of the company.
The Company takes a number of steps to understand
the views of investors and other key stakeholders and
considers these, along with the matters set out above,
in Board discussions and decision making.
Key Stakeholders
As an investment company with no employees,
the Company’s key stakeholders are its investors,
its service providers and its portfolio companies.
Investors
The Board engages and communicates with
shareholders in a variety of ways.
The Company encourages shareholders to attend
its Annual General Meeting.
Along with British Smaller Companies VCT2 plc, the
Company normally holds an annual Investor Workshop,
which is always well attended. Because of restrictions
introduced by the UK Government during the recent
Covid-19 pandemic, it was not possible to hold this in its
normal format, so two online workshops were held, in
June 2021 and December 2021, which were attended
by almost 200 shareholders. The Manager also carried
out a shareholder survey during 2021.
Maintaining the Company’s status as a VCT is critical
to meeting the Company’s objective to maximise Total
Return and provide investors with an attractive long-term
tax-free dividend yield. The Company receives regular
reports on this issue from the Manager and has taken
various steps in the year to ensure that the relevant
tests are met.
The Board also aims for investors to continue to have
tax efficient opportunities to invest in the Company,
and to generate tax-free returns from both capital
appreciation and ongoing dividends.
On 22 September 2021, the Company issued a
prospectus, alongside British Smaller Companies
VCT2 plc, to raise up to £60 million in aggregate for
the 2021/22 tax year. The related allotment took place
on 7 January 2022, following which the Company
received net proceeds of £33.2 million.
During the year the Board kept its arrangements
for dividends, share buy-backs and the dividend
re-investment scheme under constant review. Along with
normal dividends totalling 4.0 pence per ordinary share,
a special dividend of 5.0 pence per ordinary share was
paid in November 2021, following the partial realisation
of the Company’s investment in Matillion.
Manager
The Company’s most important service provider is its
Manager. There is regular contact with the Manager,
and members of the Manager’s board attend all of the
Company’s Board meetings. There is also an annual
strategy meeting with the Manager, alongside the
board of British Smaller Companies VCT2 plc.
The Manager maintains strong relationships with
relevant media publications and a wide range of
distributors for the Company’s shares, including
wealth managers, independent financial advisers
and execution-only brokers. RAM Capital acts as
a promoter of the Company’s shares to smaller
distributors.
Other Matters

36 British Smaller Companies VCT plc Annual Report & Accounts
The Company is a member of the Association of
Investment Companies, which promotes the interests
of investment companies, including VCTs. The Manager
is a founder member of the Venture Capital Trust
Association, which promotes the interests of VCTs
in a variety of ways.
Portfolio Companies
The Company holds minority investments in its portfolio
companies and has delegated the management of the
portfolio to the Manager. The Manager provides the
Board with regular updates on the performance of each
portfolio company at least quarterly and the Board is
made aware of all major issues.
The Manager has a dedicated Portfolio team to assist
the portfolio companies with the challenges that they
face as fast-growing companies. The Manager promotes
ongoing, sustainable growth within the businesses; this
often involves improving systems and processes, as well
as significant job creation.
The Covid-19 pandemic highlighted the Manager’s
ongoing commitment to support its portfolio companies.
At the start of the pandemic, the Manager put in place
weekly monitoring reviews, as well as providing the
portfolio with regular updates on the availability of
government funding initiatives. Cash flow forecasts
were kept under constant review and additional funding
was provided where appropriate.
Employees
The Company has no employees. The Board is
composed of two female non-executive directors and
three male non-executive directors. For a review of the
policies used when appointing directors to the Board of
the Company, please refer to the Directors’
Remuneration Report.
Environment and Community
The Company seeks to ensure that its business is
conducted in a manner that is responsible to the
environment. The management and administration of the
Company is undertaken by the Manager, YFM Private
Equity Limited, who recognises the importance of its
environmental responsibilities and has signed up to the
United Nations’ Principles for Responsible Investment.
More details of the work that the Manager has done in
this area are set out on pages 21 to 23. Its Sustainable
Investment Policy can be found at www.yfmep.com/who-
we-are/our_impact/.
Business Conduct
The Company has a zero tolerance approach to bribery.
The following is a summary of its policy:
> It is the Company’s policy to conduct all of its
business in an honest and ethical manner. The
Company is committed to acting professionally,
fairly and with integrity in all its business dealings
and relationships;
> The directors of the Company, the Manager and
any other service providers must not promise, offer,
give, request, agree to receive or accept financial
or other advantage in return for favourable
treatment, to influence a business outcome or
gain any business advantage on behalf of the
Company or encourage others to do so;
> The Company has communicated its anti-bribery
policy to the Manager and its other service
providers and, in turn, the Manager ensures
that portfolio companies implement appropriate
policies of their own; and
> The Manager has its own Anti-Bribery and
Anti-Slavery policies and ensures that portfolio
companies adopt a similar policy.
The Strategic Report on pages 6 to 36 is approved
by order of the Board.
Helen Sinclair
Chairman
21 June 2022
STRATEGIC REPORT
Other Matters
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 37
Helen Sinclair Adam Bastin Jonathan Cartwright Rupert Cook Purvi Sapre
Helen Sinclair Chairman (appointed 1 March 2008) has
an MA in Economics from the University of Cambridge
and an MBA from INSEAD Business School. After
working in investment banking Helen spent nearly eight
years at 3i plc focusing on MBOs and growth capital
investments. She later co-founded Matrix Private Equity
(which became Mobeus Equity Partners) in early 2000
raising Mobeus Income & Growth 2 VCT plc (formerly
Matrix e-Ventures VCT plc). She subsequently became
managing director of Matrix Private Equity before moving
to take on a portfolio of non-executive director roles in
2005. She is currently a non-executive director of
Blackrock Smaller Companies Trust plc, Octopus Future
Generations VCT plc, Shires Income plc, North East
Finance (Holdco) Limited and WH Ireland Group plc.
Adam Bastin (appointed 11 September 2019) is
currently EVP, Strategy & Corporate Development of
TA Associates-backed Unit4, an ERP software vendor,
where he is responsible for strategic direction as well
as the acquisition and integration of complementary
businesses. Prior to Unit4, Adam spent eight years
at Arm Limited, the world’s largest semiconductor IP
company, where he was VP, Corporate Development
and before that Adam worked at BT Group and
previously spent ten years in investment banking.
Adam therefore brings a well-developed network in the
technology sector in the UK and internationally, and
brings a wealth of experience of investing in, acquiring
and selling smaller companies. Adam is an experienced
M&A, corporate finance and investment professional,
a qualified management accountant (CIMA), and
has served on the boards of various early-stage
technology companies.
Jonathan Cartwright Chairman of the Audit Committee
(appointed 1 October 2019) is currently Chairman of
BMO Capital and Income Investment Trust plc and
Mobeus Income & Growth 4 VCT plc. Jonathan is a
chartered accountant and has significant experience
of the investment trust and VCT sectors and of serving
on the boards of both public and private companies in
executive and non-executive roles.
Rupert Cook (appointed 1 August 2017) Chairman of
the Investment Committee, specialises in strategy and
corporate development, with 30 years’ experience of
technology companies, including 20 years in corporate
finance and investment. He has led multiple fundraisings,
acquisitions and sales of technology businesses as well
as having co-founded and built up his own consultancy
and training business through to sale to a UK plc. Earlier
in his career, he was a senior manager at Cap Gemini
plc, Director of Advisory Services at Interregnum plc and
Head of Technology M&A at goetzpartners corporate
finance. As well as being an active angel investor, both in
the UK and the US, Rupert is currently Chair of Netacea
Ltd and a non-executive director of Immersive Labs Ltd
and Censornet Ltd.
Purvi Sapre (appointed 6 June 2022) is IMC qualified
and holds a Master’s degree in Chemical Engineering
with Environmental Technology. Purvi is currently a
Managing Director of Sustainable Development Capital
LLP, the Investment Manager of SDCL Energy Efficiency
Income Trust plc “SEEIT”. She is the fund manager for
SEEIT and is a member of the SEEIT Investment
Committee. Purvi has over 15 years’ investment
experience in the UK and international capital markets,
investing on behalf of debt, equity and impact
investment funds, including in energy efficiency and
renewable energy projects, across a range of financing
structures. She has transacted and managed assets
across a number of energy efficiency and renewable
energy projects.
Directors
CORPORATE GOVERNANCE
Secretary
The City Partnership (UK) Limited
110 George Street
Edinburgh EH2 4LH
Registered No: SC269164
Registered Office of the Company
5th Floor
Valiant Building
14 South Parade
Leeds LS1 5QS
Registered No:
03134749
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information

38 British Smaller Companies VCT plc Annual Report & Accounts
The directors present their report
and audited financial statements of
British Smaller Companies VCT plc
(the “Company") for the year ended
31 March 2022.
Principal Activity
The Company is a public limited company incorporated
and domiciled in the United Kingdom. The address of the
registered office and principal place of business is 5th
Floor, Valiant Building, 14 South Parade, Leeds, LS1 5QS.
The Company has its primary, and sole, listing on the
London Stock Exchange.
The principal activity of the Company is the making of long
term equity and loan investments, mainly in unquoted
businesses.
The Company operates as a venture capital trust (“VCT”)
and has been approved by HM Revenue & Customs as
an authorised venture capital trust under Chapter 3 Part 6
of the Income Tax Act 2007. It is the directors’ intention
to continue to manage the Company’s affairs in such
a manner as to comply with Chapter 3 Part 6 of the
Income Tax Act 2007.
Business Performance and Future Prospects
A detailed and fair review of the Company’s business,
its development, its financial performance during and
at the end of the financial year, and its future prospects
is set out in the Strategic Report on pages 6 to 36.
The principal risks and uncertainties the Company
faces are detailed on pages 32 to 34.
Results and Dividends
The Statement of Comprehensive Income is set out on
page 60. The profit before and after taxation for the
year amounted to £28,264,000 (2021: 21,339,000).
During the year, the Company paid £13,099,000 in
dividends (2021: £5,511,000) totalling 9.0 pence
(2021: 4.0 pence) per ordinary share. A detailed
review can be found in note 5 on page 73.
The directors have announced an interim dividend of
2.0 pence per ordinary share for the year ending
31 March 2023. The dividend will be paid on 12 July
2022 to shareholders on the register on 10 June 2022.
The net asset value per ordinary share at 31 March
2022 was 85.7 pence (2021: 75.8 pence). The transfer
to and from reserves is given in the Statement of
Changes in Equity on page 62.
Going Concern
The directors have carefully considered the issue of
going concern in view of the Company’s activities and
associated risks. The Company has a well-diversified
portfolio, with businesses in a variety of sectors, many
of which are well funded. Some portfolio companies
may require additional funding in the near- to medium-
term; the Company is well placed to provide this,
where appropriate.
The Company has a significant level of liquidity,
enhanced by the recent fundraising. In addition, the
Board has control over the Company’s major outgoings,
which predominantly comprise investments, dividends
and share buy-backs.
The directors have also assessed whether material
uncertainties exist and their potential impact on the
Company’s ability to continue as a going concern; They
have concluded that no such material uncertainties exist.
The directors have carefully considered the issue of
going concern and are satisfied that the Company has
sufficient resources to meet its obligations as they fall
due for a period of at least 12 months from the date of
this report. As at 31 March 2022, the Company held
cash balances, fixed term deposits and other liquid
resources with a combined value of £58,105,000.
Cash flow projections show the Company has sufficient
funds to meet both its contracted expenditure and its
discretionary cash outflows in the form of share buy-
backs and the dividend policy. In the year ended 31
March 2022, the Company’s costs and discretionary
expenditures were:
£’000
Administrative expenses (before incentive fee) 2,826
Share buy-backs 2,498
Dividends (before DRIS) 13,099
Total 18,423
Directors’
Report
For the year ended 31 March 2022
CORPORATE GOVERNANCE

British Smaller Companies VCT plc Annual Report & Accounts 39
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Taking all of the above into consideration, the directors
are satisfied that the Company has sufficient resources
to meet its obligations for at least 12 months from
the date of this report and therefore believe that it is
appropriate to continue to apply the going concern basis
of accounting in preparing the financial statements.
Statement on Long-term Viability
The AIC’s Code of Corporate Governance requires
the Board to assess the Company’s viability over an
appropriate period. The directors believe that a period
of three years is appropriate to assess the Company’s
viability because the Company is required to invest
funds raised within this timeframe in order to retain its
status as a VCT.
In making their assessment, the directors have reviewed
the types of investment that the Company will be able to
make under the current VCT legislation and they believe
that the existing portfolio and future investments will be
able to deliver the Company’s objective “to maximise
total return and provide investors with a long-term tax
free dividend yield whilst maintaining the Company’s
status as a venture capital trust”.
The directors have also taken into account the emerging
and principal risks and their mitigation identified in the
strategic report on pages 32 to 34, the nature of the
Company’s business, including its substantial reserves
of cash following the recent fundraising, the potential
of its venture capital portfolio to generate returns in the
future and, as noted above, the ability of the directors
to minimise the level of cash outflows, should this
be necessary.
Taking into account the Company’s current position and
principal risks, the directors have concluded that there is
a reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they
fall due over that period.
Corporate Governance
The statement on corporate governance set out on
pages 42 to 49 is included in the Directors’ Report
by reference.
Directors’ and Officers’ Liability Insurance
As permitted by the Companies Act 2006, the Company
has maintained insurance cover on behalf of the
directors, indemnifying them against certain liabilities
which may be incurred by any of them in relation to
the Company.
Provision of Information to the External Auditor
The directors confirm that so far as each director is
aware, there is no relevant audit information of which
the Company’s auditor is unaware; and that each of the
directors has taken all the steps that they ought to have
taken as a director in order to make themselves aware
of any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Share Capital
As shown in note 11 to the financial statements, the
Company has only one class of share, being ordinary
shares of 10 pence each.
Buy-Back and Issue of Ordinary Shares
Under the existing authority, which expires on the
conclusion of the Company’s Annual General Meeting
in 2023, or on 10 September 2023, whichever is the
later, the Company has the power to purchase shares
up to 14.99 per cent of the Company’s issued ordinary
share capital as at 24 June 2020, being 20,672,266
ordinary shares.
During the year, the Company purchased 3,148,801
ordinary shares of 10 pence each in the market
(as disclosed in the table on page 40) for aggregate
consideration (including costs) of £2,498,000. These
shares are held in treasury. The buy-back was in
accordance with the Company’s buy-back policy,
and under the authority set out above.

40 British Smaller Companies VCT plc Annual Report & Accounts
CORPORATE GOVERNANCE
Buy-back of Shares
Number of Percentage Consideration
Ordinary shares of issued paid per
of 10p share capital ordinary
Date bought back at that date share (pence)
24 June 2021 781,869 0.54% 70.61
27 September 2021 991,886 0.68% 82.39
15 December 2021 526,365 0.36% 80.21
29 March 2022 848,681 0.45% 81.73
Directors’
Report
(continued)
The directors have unconditional authority to allot
shares in the Company or to grant rights to subscribe
for or to convert any security into ordinary shares in the
Company up to an aggregate nominal amount of
£7,000,000 (equivalent to 70,000,000 shares), expiring
on the conclusion of the Company’s Annual General
Meeting in 2022, or on 10 December 2022, whichever
is the later.
A resolution to replace this with a new authority, to
issue shares up to an aggregate nominal amount of
£8,000,000, will be tabled at this year’s AGM.
39,514,174 shares were issued during the year arising
from the Company’s fundraising. Further details are
given in note 11 on page 83.
The directors have a separate unconditional authority to
allot shares in the Company in connection with the
Company’s DRIS which expires on the commencement
of the AGM in 2023.
During the year to 31 March 2022, a total of 4,270,105
ordinary shares were issued under the Company’s
DRIS.
Capital Disclosures
The following information has been disclosed in
accordance with Schedule 7 of the Large and Medium
Sized Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended):
> The Company’s capital structure is summarised in
note 11 to the financial statements. Each ordinary
share carries one vote. There are no restrictions on
voting rights or any agreement between holders of
securities that result in restrictions on the transfer of
securities or on voting rights;
> There are no securities carrying special rights
with regard to the control of the Company;
> The Company does not have an employee
share scheme;
> The rules concerning the appointment and
replacement of directors, amendments to the
Articles of Association and powers to issue or
buy-back the Company’s shares are contained
in the Articles of Association of the Company
and the Companies Act 2006;
> With the exception of the Manager’s Incentive
Agreement, there are no agreements to which
the Company is party that take effect, alter or
terminate upon a change in control following a
takeover bid; and
> There are no agreements between the Company
and its directors providing for compensation for loss
of office that may occur because of a takeover bid.
Environment
The Company is a low energy user and is therefore
exempt from the reporting obligations under the
Companies (Director’s Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations
2018. The Company has no greenhouse gas emissions
to report from the operations of the Company, nor does
it have responsibility for any emissions producing
sources including those within its underlying investment
portfolio under part 7 of schedule 7 to the Large and
Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, as amended.
Directors and their Interests
The directors of the Company at 31 March 2022, their
interests and contracts of significance are set out in the
Directors’ Remuneration Report on pages 50 to 52.

British Smaller Companies VCT plc Annual Report & Accounts 41
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Substantial Shareholdings
The directors are not aware of any substantial
shareholdings representing three per cent or more
of the Company's issued share capital, both as at
31 March 2022 and at the date of this report.
Independent Auditor
BDO LLP has indicated its willingness to continue in
office and a resolution concerning its reappointment
will be proposed at the Annual General Meeting.
The only audit-related service provided by BDO LLP
during the year was a review of the unaudited interim
report for the three months ended 30 June 2021.
Financial Instruments
Details of the financial instruments held by the Company
and the risks associated with them are set out on pages
85 to 89 and this information is accordingly incorporated
into the Directors’ Report by reference.
Employment Policies
The employment policies of the Company are set out
on page 51.
Annual General Meeting
Shareholders will find the Notice of the Annual General
Meeting on pages 91 to 94 of these financial statements.
The ordinary business of the meeting includes a
resolution (Resolution 8) proposed to ensure the
directors retain the authority to allot shares in the
Company until the date of the 2023 Annual General
Meeting up to an aggregate nominal amount of
£8,000,000 (representing approximately 43 per cent
of the issued ordinary share capital of the Company
as at 21 June 2022, excluding treasury shares).
Also included are the following special resolutions.
Resolution 9 is proposed to empower the directors
to allot shares under the authority granted by resolution
8 and to sell treasury shares without regard to any rights
of pre-emption on the part of the existing shareholders.
Resolution 10 will if passed, approve, subject to the
sanction of the High Court, the cancellation of the
amount standing to the credit of the share premium
account of the Company at the date that the court order
granting the cancellation is made. The amount by which
the share premium account is reduced will be credited
to a reserve of the Company. The directors consider it
appropriate to obtain the approval of shareholders
to cancel the share premium account (subject to the
sanction of the High Court) to create further distributable
reserves to fund distributions to shareholders and share
buy-backs, to set off or write off losses and for other
corporate purposes of the Company. Application to
court will be made if and when the Board feels this is
appropriate. This authority is being taken now to provide
flexibility to the Board in the future without a further
general meeting of the Company having to be convened.
This report was approved by the Board on 21 June 2022
and signed on its behalf by
Helen Sinclair
Chairman
British Smaller Companies VCT plc
Registered number 03134749

42 British Smaller Companies VCT plc Annual Report & Accounts
CORPORATE GOVERNANCE
The Board is committed to the
principle and application of sound
corporate governance and confirms
that the Company has taken steps,
appropriate to a venture capital
trust and relevant to its size
and operational complexity, to
comply with the principles and
recommendations of the Association
of Investment Companies’ Code of
Corporate Governance issued in
February 2019 (“AIC Code”) available
on the AIC website www.theaic.co.uk
The AIC Code addresses all the principles set out in the
UK Corporate Governance Code issued by the Financial
Reporting Council (“FRC”), as well as setting out
additional principles and recommendations on issues
which are of specific relevance to the Company.
The UK Corporate Governance Code can be found
on the website of the FRC at www.frc.org.uk.
The Board considers that reporting against the principles
and recommendations of the AIC Code will provide
better information to shareholders.
The Company is committed to maintaining the highest
standards of corporate governance and during the year
to 31 March 2022 complied with the recommendations
of the AIC Code and relevant provisions of the UK
Corporate Governance Code, except as set out below.
The UK Corporate Governance Code includes
provisions relating to the appointment of a chief
executive and a recognised senior independent non-
executive director, the presumption concerning the
Chairman’s independence and the need for an internal
audit function. For reasons set out in the AIC Code and
in the introduction to the UK Corporate Governance
Code, the Board considers these provisions are not
relevant to the position of British Smaller Companies
VCT plc, which is an externally managed venture
capital trust. The Company has therefore not reported
further in respect of these provisions.
Role of the Board
An agreement between the Company and YFM Private
Equity Limited sets out the matters over which the
Manager has authority. This includes monitoring of the
Company’s assets and the provision of accounting,
company secretarial, administration and some marketing
services. All other matters are reserved for the approval
of the Board. A formal schedule of matters reserved to
the Board for decision has been approved. This includes
determination and monitoring of the Company’s
investment objectives and policy and its future strategic
direction, gearing policy, management of the capital
structure, appointment and removal of third party service
providers, review of key investment and financial data
and the Company’s corporate governance, risk control
and custody arrangements.
The Board meets at least quarterly; additional meetings
are arranged as necessary. Full and timely information is
provided to the Board to enable it to function effectively
and to allow directors to discharge their responsibilities.
The Board works together constructively as a team
and Board meetings are conducted in an atmosphere
of creative tension and in a manner which encourages
open discussion and healthy debate, allowing each
Board member to clearly add value to discussion
and decisions.
There is an agreed procedure for directors to take
independent professional advice if necessary, at the
Company’s expense. This is in addition to the access
that every director has to the advice and services of the
Company Secretary, who is responsible to the Board
for ensuring that applicable rules and regulations are
complied with and that Board procedures are followed.
The Company indemnifies its directors and officers and
has purchased insurance to cover its directors. Neither
the insurance nor the indemnity provide cover if the
director has acted fraudulently or dishonestly.
The Board reviews the performance of the Manager on
an ongoing basis and confirms that it is satisfied with the
contractual arrangement in place. The Board considers
that due to its small size, it would be unnecessarily
burdensome to establish a separate management
engagement committee as the Board fulfils this function.
Board Composition
Following the appointment of Ms P Sapre on 6 June
2022, the Board consists of five non-executive directors,
all of whom are regarded by the Board as independent
of each other and also of the Company’s Manager,
Corporate
Governance

British Smaller Companies VCT plc Annual Report & Accounts 43
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including the Chairman. This will reduce to four non-
executive directors following the retirement of Ms H
Sinclair at the forthcoming AGM. The independence of
the Chairman was assessed upon her appointment.
Although The UK Corporate Governance Code
presumes that the chairman of a company is deemed
not to be an independent director, the remaining
directors, having considered the nature of the role in the
Company, are satisfied that Ms H Sinclair fulfils the
criteria for independence as a non-executive director.
The Board maintains a flexible approach to chair tenure
to help the Company manage succession planning in the
context of an investment company's circumstances while
still addressing the need for regular refreshment and
diversity. The directors have a breadth of investment,
business and financial skills and experience relevant
to the Company’s business and provide a balance of
knowledge and authority including recent and relevant
financial experience. Brief biographical details of each
director are set out on page 37.
A review of Board composition and balance is included
as part of the annual performance evaluation of the
Board, details of which are given below.
There are no executive officers of the Company.
Given the structure of the Board and the fact that the
Company’s administration is conducted by YFM Private
Equity Limited, the Company has not appointed a chief
executive officer or a senior independent non-executive
director. In addition, the directors consider that the role
of a senior independent non-executive director is taken
on by all of the directors. Shareholders are therefore
able to approach any director with any queries they
may have.
Boardroom Diversity
The Board is committed to ensuring that the Company
is run in the most effective manner. Consequently, the
Board monitors the diversity of all directors to ensure
an appropriate level of experience and qualification.
The Board believes in the value and importance of
diversity and inclusion in the boardroom and seeks
to ensure, within the constraints of a small Board
comprising only non-executive directors, that full
weight is given to those goals.
In addition, diversity of thought, experience and
approach are all important and the directors will always
seek to appoint on merit against objective criteria
such that such diversity is achieved.
Tenure
Directors are initially appointed until the following Annual
General Meeting when, under the Company’s Articles
of Association, it is required that they be elected by
shareholders. Thereafter, it is the Board’s policy that a
director’s appointment will run for a term of one year,
until the next Annual General Meeting. Subject to the
performance evaluation carried out each year, the Board
will agree whether it is appropriate for the director to
seek a further term. The Board, when making a
recommendation, will take into account the ongoing
requirements of The UK Corporate Governance Code,
including the need to refresh the Board and its
Committees.
The Board seeks to maintain a balance of skills and the
directors are satisfied that as currently composed
the balance of experience and skills of the individual
directors is appropriate for the Company, in particular
with regards to investment appraisal and investment
risk management.
The terms and conditions of directors’ appointments are
set out in formal letters of appointment, copies of which
are available for inspection on request at the Company’s
registered office and at the Annual General Meeting. All
appointments are terminable by the relevant director or
the Company on three months’ notice.
Ms H Sinclair is retiring at this year’s Annual General
Meeting. The directors recommend the re-election of
Mr A C N Bastin, Mr J H Cartwright, Mr R Cook and
Ms P Sapre at this year’s Annual General Meeting,
because of their commitment, experience and continued
contribution to the Company.
Meetings and Committees
The Board delegates certain responsibilities and
functions to Committees. Directors who are not
members of Committees may attend at the invitation
of the Chairman.
The table on page 44 details the number and function
of the meetings attended by each director.
During the year there were nine formal Board meetings,
four Audit Committee meetings, one Nominations
and Remuneration Committee meeting, one General
meeting and one Allotment Committee meeting. The
directors met via telephone and electronic conferences on
24 other occasions, mainly Investment Committee calls.

44 British Smaller Companies VCT plc Annual Report & Accounts
CORPORATE GOVERNANCE
Corporate
Governance
(continued)
In addition, there were three DRIS allotment meetings
which the directors were not required to attend, but
which were attended by the Company Secretary.
Training and Appraisal
On appointment, the Manager and Company Secretary
provide all directors with induction training. Thereafter,
regular briefings are provided on changes in regulatory
requirements that affect the Company and its directors.
Directors are encouraged to attend industry and other
seminars covering issues and developments relevant
to VCTs.
The performance of the Board has been evaluated
during the financial year ended 31 March 2022. During
the year the Board, led by Mr J H Cartwright, conducted
a performance evaluation, which included issuing and
evaluating the results of a questionnaire, to determine
whether it and individual directors are functioning
effectively.
The factors taken into account were based on the
relevant provisions of The UK Corporate Governance
Code and included attendance and participation at
Board and Committee meetings, commitment to Board
activities and the effectiveness of their contribution.
The results of the overall evaluation process are
communicated to the Board. Performance evaluation
continues to be conducted on an annual basis.
The Chairman has confirmed that the performance
of the other directors being proposed for re-election
continues to be effective and that they continue to show
commitment to the role. The independent directors have
similarly appraised the performance of the Chairman.
They considered that the performance of Ms H Sinclair
continues to be effective.
Nominations and Remuneration Committee
The Company has a combined Nominations and
Remuneration Committee. The Board considers that
due to its small size it is appropriate for all non-executive
directors, who are considered by the Board to be
independent of the Manager, to be members of the
Nomination and Remuneration Committee. Mr J H
Cartwright is Chairman of the Nominations and
Remuneration Committee. The Nominations and
Remuneration Committee reviews the Company’s
remuneration policy so as to determine and agree
the remuneration to be paid to each director of the
Company and is responsible for the production of the
Directors’ Remuneration Report which may be found
on pages 50 to 52.
In considering appointments to the Board, the
Nominations and Remuneration Committee takes into
account the ongoing requirements of the Company and
the need to have a balance of skills and experience
within the Board.
In appointing the new non-executive director, Ms P
Sapre, on 6 June 2022, the Board made use of a leading
recruitment firm, which provided a shortlist of suitable
candidates equipped with the skills which the Board
considered would further enhance the quality of the
Board’s performance. Following a thorough interviewing
and referencing process, the Board unanimously agreed
upon the chosen candidate.
Audit Committee
The Board considers that due to its small size it is
appropriate for all non-executive directors to be
members of the Audit Committee; the Company’s
Chairman confirmed their independence upon
appointment and thus was eligible to join the Committee.
Meetings attended
Ms H Mr R Mr A C N Mr J H
Director Sinclair Cook Bastin Cartwright Total
Board meetings 88899
Audit Committee 43444
Allotment Committee - - 1 1 1
Nominations and Remuneration Committee 11111
General meeting 1 - 1 1 1
Telephone and electronic conferences 23 24 24 23 24
Total 37 36 39 39 40

British Smaller Companies VCT plc Annual Report & Accounts 45
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The Committee meets at least three times each year.
The directors consider that it is appropriate that the
Chairman of the Committee should be Mr J H
Cartwright. The members of the Committee consider
that they have the requisite skills and experience to fulfil
the responsibilities of the Committee, and that the Chair
of the Committee meets the requirements of The UK
Corporate Governance Code as to recent and relevant
financial experience.
The Audit Committee’s terms of reference include the
following roles and responsibilities:
> Monitoring and making recommendations to the
Board in relation to the Company’s published
financial statements (including in relation to the
valuation of the Company’s unquoted investments)
and other formal announcements relating to the
Company’s financial performance;
> Monitoring and making recommendations to the
Board in relation to the Company’s internal control
(including internal financial control) and risk
management systems;
> Annually considering the need for an internal audit
function;
> Making recommendations to the Board in relation to
the appointment, re-appointment and removal of the
external auditor and approving the remuneration
and terms of engagement of the external auditor;
> Reviewing and monitoring the external auditor’s
independence and objectivity and effectiveness of
the audit process, taking into consideration relevant
UK professional and regulatory requirements;
> Monitoring the extent to which the external auditor
is engaged to supply non-audit services; and
> Ensuring that the Manager has arrangements in
place for the investigation and follow-up of any
concerns raised confidentially by staff in relation to
the propriety of financial reporting or other matters.
It reviews the terms of the investment agreement and
examines the effectiveness of the Company’s internal
control and risk management systems, receives
information from the Manager’s compliance department
and reviews the scope and results of the external audit,
its cost effectiveness and the independence and
objectivity of the external auditor.
The directors’ statement on the Company’s system
of internal control is set out on pages 48 and 49.
The Audit Committee has written terms of reference
which clearly define its responsibilities, copies of which
are available for inspection on request at the Company’s
registered office and at the Annual General Meeting, and
also on the Company’s website at www.bscfunds.com.
The Company does not have an independent internal
audit function as it is not deemed appropriate given the
size of the Company and the nature of its business.
However, the Committee considers annually whether
there is a need for such a function and, if so, would
recommend this to the Board.
During the year ended 31 March 2022 the Audit
Committee discharged its responsibilities by:
> Reviewing and approving the external auditor’s
terms of engagement, remuneration and
independence;
> Reviewing the external auditor’s plan for the audit
of the Company’s financial statements, including
identification of key risks;
> Reviewing YFM Private Equity Limited’s statement
of internal controls operated in relation to the
Company’s business and assessing the
effectiveness of those controls in minimising the
impact of key risks;
> Reviewing reports on the effectiveness of the
Manager’s compliance procedures;
> Reviewing the appropriateness of the Company’s
accounting policies;
> Reviewing the Company’s draft annual financial
statements, half yearly results statement and
interim management statements prior to Board
approval, including the proposed fair value of
investments as determined by the directors;
> Reviewing the external auditor’s detailed reports
to the Committee on the annual financial
statements; and
> Recommending to the Board and shareholders the
re-appointment of BDO LLP as the Company’s
external auditor.
The key areas of risk that have been identified and
considered by the Audit Committee in relation to the
business activities and financial statements of the
Company are as follows:
> Valuation of unquoted investments; and
> Compliance with HM Revenue & Customs’
conditions for maintenance of approved venture
capital trust status.
These issues were discussed with the Manager and the
auditor at the pre-year end audit planning meeting and
at the conclusion of the audit of the financial statements.

46 British Smaller Companies VCT plc Annual Report & Accounts
Corporate
Governance
(continued)
CORPORATE GOVERNANCE
Valuation of Unquoted Investments
The Audit Committee reviewed the estimates and
judgements made in the investment valuations and
was satisfied that they were appropriate. The Manager
confirmed to the Audit Committee that the investment
valuations had been carried out consistently with prior
periods and in accordance with published industry
guidelines, taking account of the latest available
information about investee companies; current market
data; and a report from the auditor, including key audit
findings in respect of the valuations.
Venture Capital Trust Status
The Manager confirmed to the Audit Committee that the
conditions for maintaining the Company’s status as an
approved venture capital trust had been complied with
throughout the year. The position was also reviewed by
the Company’s advisers.
Financial Statements
The Manager confirmed to the Audit Committee
that it was not aware of any material unadjusted
misstatements. Having reviewed the reports received
from the Manager and the auditor, the Audit Committee
is satisfied that the key areas of risk and judgement have
been appropriately addressed in the financial statements
and that the significant assumptions used in determining
the value of assets and liabilities and revenue
recognition have been properly appraised and are
sufficiently robust. The Committee considers that
BDO LLP has carried out its duties as auditor in a
diligent and professional manner.
Relationship with the Auditor
The Committee is responsible for overseeing the
relationship with the external auditor, assessing the
effectiveness of the external audit process and making
recommendations on the appointment and removal of
the external auditor. It makes recommendations to the
Board on the level of audit fees and the terms of
engagement for the auditor. The external auditor
is invited to attend committee meetings, where
appropriate, and also meets with the Committee
and its Chairman without the representatives of the
Manager being present.
The Committee undertakes a review of the external
auditor’s effectiveness of the audit process. The
Committee considers whether the auditor has:
> Demonstrated strong technical knowledge and
clear understanding of the business;
> Indicated professional scepticism in key judgements
and raised any significant issues in advance of the
audit process commencing;
> Allocated an audit team that is appropriately
resourced;
> Demonstrated a proactive approach to the audit
planning process and engaged with the Committee
Chairman and other key individuals within the
business;
> Provided a clear explanation of the scope and
strategy of the audit;
> Demonstrated the ability to communicate clearly
and promptly with the members of the Committee
and the Manager and produce comprehensive
reports on its findings;
> Demonstrated that it has appropriate procedures
and safeguards in place to maintain its
independence and objectivity; and
> Charged justifiable fees in respect of the scope of
services provided.
The Board regularly reviews and monitors the external
auditor’s independence and objectivity. As part of this
process it reviews the nature and extent of services
supplied by the auditor to ensure that independence is
maintained. It is the Company’s policy to contract the
external auditors to perform audit-related services only.
The auditor prepares an audit strategy document on
an annual basis. This provides information on the
audit team and timetable, audit scope and objectives,
evaluation of materiality, initial assessment of key audit
and accounting risks, confirmation of independence and
proposed fees. This is reviewed and approved by the
Committee with an opportunity to consider the audit
approach and to raise any queries with the auditor.
The outcome of the review together with any actions
that have arisen are formally minuted and a summary
is submitted to the Board for consideration.
The Committee assesses the effectiveness of the
external audit process annually and makes a
recommendation to the Board on the re-appointment
of the auditor. This is considered by the Board prior
to agreeing the recommendation to shareholders for the
re-appointment of the auditor at each Annual General
Meeting of the Company. As part of its review, the
Committee considers the performance of the auditor
and whether it has met the agreed audit plan, the quality
of its reporting in its management letter and the cost

British Smaller Companies VCT plc Annual Report & Accounts 47
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effectiveness of the services provided as well as the
manner in which it has handled key audit issues and
responded to the Committee’s questions.
As part of the review of audit effectiveness and
independence, BDO LLP has confirmed that it is
independent of the Company and has complied with
applicable auditing standards. BDO LLP has held
office for nine years; in accordance with professional
guidelines the previous engagement partner was rotated
off the audit after five years; as such, this is the first year
of the current partner’s tenure. The committee notes that
the last tender process was performed in the year ended
31 March 2014.
Having completed its review, the Audit Committee
is satisfied that BDO LLP remained effective and
independent in carrying out its responsibilities up to the
date of signing this report and its recommendation for
reappointment is endorsed by the Board. The only audit-
related assurance services provided by the BDO LLP
during the year was a review of the unaudited interim
report for the three months ended 30 June 2021.
Investment Committee
The Investment Committee currently consists of the
non-executive directors. The Chairman of the Committee
is Mr R Cook.
The Investment Committee is authorised to make
investment decisions (including new investment, further
investment, variation and realisation decisions) on behalf
of the Board. Where an urgent decision is required in
respect of a potential new quoted investment, the
Manager in conjunction with the Chairman is permitted
to make a decision up to an investment level of
£250,000, provided that papers have first been
circulated to at least the Chairman of the Committee.
With regard to the realisation of quoted holdings, the
Manager is authorised to implement the Company’s
existing strategy for the holding in question within
parameters previously agreed by the directors.
The Investment Committee has written terms of
reference which define clearly its responsibilities, copies
of which are available for inspection on request at the
Company’s registered office and on the Company’s
website at www.bscfunds.com.
Allotment Committee
The Company has an Allotment Committee which
consists of the directors who are considered by the
Board to be independent of the Manager. The quorum for
Committee meetings is one director, unless otherwise
determined by the Board. In addition the Company
Secretary has an authority to allot shares under the DRIS.
The Committee considers and, if appropriate, authorises
the allotment of shares. The Committee ensures that the
total number of shares to be issued does not exceed the
authority given by the shareholders. There are no written
terms of reference.
Relations with Shareholders
The Board regularly monitors the shareholder profile
of the Company. It aims to provide shareholders with
a full understanding of the Company’s activities and
performance, and reports formally to shareholders twice
a year by way of the Annual Report and the Interim
Report. This is supplemented by the daily publication
on its website of the Company’s share price and the
publication of the net asset value of the Company for
the two quarters of the year where an Annual Report
or an Interim Report is not issued (30 June and 31
December), through the London Stock Exchange.
All shareholders have the opportunity, and are
encouraged, to attend the Company’s Annual General
Meeting, at which the directors and representatives
of the Manager are available in person to meet with
and answer shareholders’ questions. In addition,
representatives of the Manager periodically hold investor
workshops which review the Company’s performance
and industry developments, and which give
shareholders a further opportunity to meet members
of the Board and chief executives or chairpersons of
some of the investee companies. During the year, the
Company’s Manager has held regular discussions with
shareholders. A shareholder survey was undertaken
during the year and the directors are made fully aware of
shareholders’ views. The Chairman and directors make
themselves available, as and when required, to address
shareholder queries. The directors may be contacted
through the Company Secretary, whose details are
shown on page 37.
The Company’s Annual Report is published in time to
give shareholders at least 21 clear days’ notice of the
Annual General Meeting. Shareholders wishing to raise
questions in advance of the meeting are encouraged to
write to the Company Secretary at the address shown
on page 37. Separate resolutions are proposed for each
separate issue. Proxy votes will be counted and the
results announced at the Annual General Meeting for
and against each resolution.

48 British Smaller Companies VCT plc Annual Report & Accounts
Corporate
Governance
(continued)
CORPORATE GOVERNANCE
Internal Control and Risk Management
Under an agreement dated 28 February 1996, as varied
by agreements dated 1 July 2009, 16 November 2012,
17 October 2014, 24 August 2015 and 18 November
2019, certain functions of the Company have been sub-
contracted to YFM Private Equity Limited. The Board
receives operational and financial reports on the current
state of the Company and on appropriate strategic,
financial, operational and compliance issues. These
matters include, but are not limited to:
> A clearly defined investment strategy for the
Manager of the Company;
> All decisions concerning the acquisition or disposal
of investments are taken by the Board, after due
consideration of the recommendations made by
the Manager, save for those in respect of quoted
investments, which are taken by the Manager (as
regards new investment, in conjunction with the
Chairman of the Investment Committee) in
accordance with the terms as set out on page 47;
> Regular reviews of the Company’s investments,
liquid assets and liabilities, revenue and
expenditure;
> Regular reviews of compliance with the VCT
regulations to retain status; and
> The Board receives copies of the Company’s
management accounts on a regular basis showing
comparisons with budget. These include a report
by the Manager with a review of performance.
Additional information is supplied on request.
The Board confirms the procedures to implement the
guidance detailed in Principle O of the AIC Code were
in place throughout the year ended 31 March 2022 and
up to the date of this report. A detailed review of the risks
faced by the Company and the techniques used to
mitigate these risks can be found in the Strategic Report
on pages 32 to 34.
The Board acknowledges that it is responsible for
overseeing the Company's system of internal control
and for reviewing its effectiveness. Such a system is
designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only
provide reasonable and not absolute assurance
against material misstatement or loss.
The Board arranges its meeting agenda so that risk
management and internal control is considered
on a regular basis and a full robust risk and control
assessment takes place no less frequently than twice
a year. There is an ongoing process for identifying,
evaluating and managing the significant risks faced
by the Company. This process has been in place for
longer than the year under review and up to the date of
approval of the Annual Report. The process is formally
reviewed bi-annually by the Board. However, due to
the size and nature of the Company, the Board has
concluded that it is not necessary at this stage to set
up an internal audit function. This decision will be
kept under review. The directors are satisfied that the
systems of risk management that they have introduced
are sufficient to comply with the FRC Guidance on Risk
Management, Internal Control and Related Financial
and Business Reporting.
In particular the Board, together with the Audit
Committee, is responsible for overseeing and reviewing
internal controls concerning financial reporting. In
addition to those controls sub-contracted, as listed
above, the following controls have been in place
throughout the year:
> A robust system of internal control is maintained by
the Manager over the preparation and reconciliation
of investment portfolio valuations;
> Monthly reconciliation of assets held as cash or on
fixed term deposit;
> Independent review of the valuations of portfolio
investments by the Board (quarterly);
> The Audit Committee review of financial reporting
and compliance (as set out on pages 44 to 47);
> The Board reviews financial information including
the Annual Report, Interim Report and interim
management statements prior to their external
communication; and
> The Board reviews the financial information in any
prospectus or offer for subscription issued by the
Company in connection with the issue of new
share capital.

British Smaller Companies VCT plc Annual Report & Accounts 49
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
The Company was registered with the FCA as a Small
Registered Alternative Investment Fund Manager until
24 March 2021 and up to that date held its own
investments. From that date, the Manager became
the Company’s Alternative Investment Fund Manager
and took over responsibility for the custody of the
Company’s investments. All certificates and other
documents evidencing title (whether or not in registered
form) will be received by the Company and will be held
in the Company’s name and held in custody by the
Manager. No third party custodian has been appointed.
The Company will take legal ownership of its assets.
The Board has reviewed the effectiveness of the
Company’s systems of internal control and risk
management for the year and up to the date of this
Report. The Board is of the opinion that the Company’s
systems of internal, financial, and other controls are
appropriate to the nature of its business activities and
methods of operation given the size of the Company,
and the Board has a reasonable expectation that the
Company will continue in operational existence for
the foreseeable future.
Conflicts of Interest
The directors have declared any conflicts or potential
conflicts of interest to the Board, which has the authority
to authorise such situations if appropriate. The Company
Secretary maintains the Register of Directors’ Interests,
which is reviewed quarterly by the Board, when changes
are notified, and the directors advise the Company
Secretary and the Board as soon as they become aware
of any conflicts of interest. Directors who have conflicts
of interest which have been approved by the Board do
not take part in discussions or decisions which relate to
any of their conflicts.
Corporate Governance in relation to Investee
Companies
The Company delegates responsibility for monitoring
its investments to its Manager. Its policy, which has
been noted by the Board, is as follows:
YFM Private Equity Limited is committed to introducing
corporate governance standards into the companies in
which its clients invest. With this in mind, the Company’s
investment agreements contain contractual terms
specifying the required frequency of management board
meetings and of annual shareholders’ meetings, and for
representation at such meetings through YFM Private
Equity Limited. In addition, provision is made for the
preparation of regular and timely management
information to facilitate the monitoring of an investee
company performance in accordance with best practice
in the private equity sector.
Co-investment
Typically, the Company invests alongside other venture
capital funds and other private equity funds managed
by the Manager, such syndication spreading investment
risk. Details of the amounts invested in individual
companies are set out in the Strategic Report.
Co-investments are detailed in note 7 to the financial
statements on pages 80 to 82.
Management
The Board has delegated the monitoring of the
investment portfolio to the Manager.
This report was approved by the Board on 21 June 2022
and signed on its behalf by
Helen Sinclair
Chairman
British Smaller Companies VCT plc
Registered number 03134749

50 British Smaller Companies VCT plc Annual Report & Accounts
CORPORATE GOVERNANCE
The Board has prepared this report
in accordance with the requirements
of the Large and Medium Sized
Companies and Groups (Accounts
and Reports) (Amendment)
Regulations 2013. An ordinary
resolution for the approval of this
report will be put to the members
at the forthcoming Annual General
Meeting.
The law requires the Company’s auditor, BDO LLP, to
audit certain information included in this report. Where
disclosures have been audited, they are indicated
as such. The auditor’s opinion is included in the
Independent Auditor’s Report on pages 54 to 59.
Directors’ Remuneration Policy
This statement of the Directors’ Remuneration Policy
took effect following approval by shareholders at the
AGM held on 10 September 2020. A resolution to
approve the Directors’ Remuneration Policy will be
put to shareholders every three years.
The Board currently comprises five directors, all of whom
are non-executive. This will reduce to four directors
following the retirement of Ms H Sinclair at the
forthcoming AGM. The Company currently has
an independent Remuneration and Nominations
Committee, which is comprised of the full Board and of
which Mr J H Cartwright is the independent Chairman.
The Board has not retained external advisors in relation
to remuneration matters but has access to information
about directors’ fees paid by other companies of a
similar size and nature. Shareholders’ views in respect
of the directors’ remuneration are communicated at the
Company’s AGM and are taken into consideration in
formulating the Directors’ Remuneration Policy.
At the last Annual General Meeting, over 94 per cent of
shareholders who exercised their voting rights voted for
the resolution approving the Directors’ Remuneration
Report, showing significant shareholder approval.
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 comparable to 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 properly oversee the Company and to
reflect the duties and responsibilities of the directors
and the value and amount of time committed to the
Company’s affairs.
It is not considered appropriate that directors’
remuneration should be performance-related, and as
such, the directors are not eligible for bonuses, share
options, pension benefits, long-term incentive schemes
or other benefits in respect of their services as non-
executive directors of the Company.
It is the Board’s policy that directors do not have service
contracts, but new directors are provided with a letter of
appointment. The terms of directors’ appointments
provide that directors should retire and be subject to
election at the first Annual General Meeting after their
appointment. Thereafter, it has been agreed that all
directors will offer themselves for re-election on an
annual basis. All directors have a three month notice
period, and any director who ceases to hold office is not
entitled to receive any payment other than accrued fees
(if any) for past services. There were no payments for
loss of office made during the period.
The policy will continue to be applied in the forthcoming
year subject to approval at the forthcoming AGM.
Brief biographical notes on the directors are given
on page 37.
Statement by the Chairman of the Nominations
and Remuneration Committee
Directors’ fees have not been increased since 2014, at
which point the Chairman’s Fee was set at £40,000 per
annum and other non-executive directors were at
£25,000 per annum. In accordance with the Directors’
Remuneration policy, the directors’ fees were reviewed
by the Board in June 2022 and increased by 5 per cent
to £42,000 per annum for the chairman and £26,250 for
the other non-executive directors.
Directors’
Remuneration Report

British Smaller Companies VCT plc Annual Report & Accounts 51
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Directors’ Remuneration for the year ended 31
March 2022 (audited)
The directors who served in the year and the previous
year received the following emoluments in the form of
fees, which represent the entire remuneration payable
to directors (see Table A):
There are no executive directors (2021: none).
Table A
Total fees paid (audited)
2022 2021
£ £
H Sinclair 40,000 40,000
R Cook 25,000 25,000
A C N Bastin 25,000 25,000
J H Cartwright 25,000 25,000
115,000 115,000
There has been no change to the annual salaries of
any of the directors in the year, but as noted on page 50,
with effect from 1 April 2022, the annual salary of the
chairman is £42,000 and the annual salary of the other
non-executive directors is £26,250. The annual salary
of Ms P Sapre is £26,250 from the date of her
appointment.
Directors and their Interests (audited)
The directors of the Company at 31 March 2022 and
their beneficial interests in the share capital of the
Company (including those of immediate family
members) were as shown in Table B:
Table B
Directors and their interests (audited)
Number of Percentage of
ordinary shares at: voting rights:
31 March 31 March 31 March 31 March
2022 2021 2022 2021
H Sinclair 23,062 23,062 0.01% 0.02%
A C N Bastin 13,247 13,247 0.01% 0.01%
J H Cartwright 26,494 26,494 0.01% 0.02%
R Cook 215,960 38,562 0.12% 0.03%
None of the directors held any options to acquire
additional shares at the year end. The Company has not
set out any formal requirement or guidelines concerning
their ownership of shares in the Company.
Relative Importance of Spend on Pay
Directors’ remuneration, dividend distribution to
shareholders and share buy-backs are shown in
Table C.
TABLE C
Relative importance of pay
2022 2021
£ £
Dividends 13,099,000 5,511,000
Share buy-backs 2,498,000 2,732,000
Total directors’ fees 115,000 115,000
Consideration of Employment Conditions of
Non-director Employees
The Company does not have any employees.
Accordingly, the disclosures required under paragraph
38 and 39 of Schedule 8 to the Large and Medium-sized
Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended) are not required.
Company Performance
The Board is responsible for the Company’s investment
strategy and performance, although the management of
the Company’s investment portfolio is delegated to the
Manager through the investment agreement, as referred
to in the Directors’ Report.
Net asset value Total Return (calculated by reference to
the net asset value and cumulative dividends paid, as
set out in note 13 of these financial statements and
excluding tax reliefs received by shareholders) is the
primary recognised measure of performance in the
VCT industry. This measure is shown on page 12.

52 British Smaller Companies VCT plc Annual Report & Accounts
CORPORATE GOVERNANCE
The graph above shows a comparison over the last ten
years of the movements in both the Company’s Share
Price Total Return and the Share Price Total Return for
an index of generalist VCTs which are members of the
AIC (based on figures provided by Morningstar). In line
with the index, all the relative performance measures
have been rebased to 100 as at March 2012. The
directors consider this to be the most appropriate
published index on which to report on comparative
performance.
This report was approved by the Board and signed
on its behalf on 21 June 2022.
Helen Sinclair
Chairman
VCT Generalist Share Price Total Return
(Source: Index compiled by Morningstar)*
BSC - Share Price Total Return
(Dividends re-invested since inception)*
* assumes dividends re-invested
100
150
200
250
300
2012 2013 2014 2015 2016 2017 2018 2019 2020 20222021
Percentage movement per ordinary share
Directors’
Remuneration Report
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 53
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
The directors are responsible for
preparing the annual report and the
financial statements in accordance
with UK adopted international
accounting standards and applicable
law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the
directors have elected to prepare the Company’s
financial statements in accordance with UK adopted
international accounting standards and applicable law
and regulations. Under company law the directors must
not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss for the
Company for that period.
In preparing these financial statements, the directors
are required to:
> Select suitable accounting policies and then apply
them consistently;
> Make judgements and accounting estimates that
are reasonable and prudent;
> State whether they have been prepared in
accordance with UK adopted international
accounting standards, subject to any material
departures disclosed and explained in the financial
statements;
> Prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Company will continue in business; and
> Prepare a directors’ report, a strategic report and
directors’ remuneration report which comply with
the requirements of the Companies Act 2006.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that
the financial statements comply with the Companies
Act 2006.
They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other
irregularities. The directors are responsible for ensuring
that the annual report and accounts, taken as a whole,
are fair, balanced, and understandable and provides the
information necessary for shareholders to assess the
performance, business model and strategy.
Website Publication
The directors are responsible for ensuring the annual
report and the financial statements are made available
on a website. Financial statements are published on the
Company’s website www.bscfunds.com in accordance
with legislation in the United Kingdom governing the
preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company's
website is the responsibility of the directors. The
directors' responsibility also extends to the ongoing
integrity of the financial statements contained therein.
The directors confirm to the best of their knowledge:
> The financial statements have been prepared in
accordance with UK adopted international
accounting standards; and
> The annual report includes a fair review of the
development and performance of the business and
the financial position of the Company, together with
a description of the principal risks and uncertainties
that they face.
The names and functions of all the directors are stated
on page 37.
This statement was approved by the Board and signed
on its behalf on 21 June 2022.
Helen Sinclair
Chairman
Directors’ Responsibilities
Statement

54 British Smaller Companies VCT plc Annual Report & Accounts
Opinion on the financial statements
In our opinion the financial statements:
> Give a true and fair view of the state of the
Company’s affairs as at 31 March 2022 and of its
profit for the year then ended;
> Have been properly prepared in accordance with UK
adopted international accounting standards; and
> Have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of British
Smaller Companies VCT plc (the ‘Company’) for
the year ended 31 March 2022 which comprise the
Statement of Comprehensive Income, the Balance
Sheet, the Statement of Changes in Equity, the
Statement of Cash Flows and the notes to the financial
statements, including a summary of significant
accounting policies. The financial reporting framework
that has been applied in their preparation is applicable
law and UK adopted international accounting standards.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our
opinion. Our audit opinion is consistent with the
additional report to the Audit Committee.
Independence
Following the recommendation of the Audit Committee,
we were appointed by the Board of Directors and
subsequently the shareholders at the AGM on 22 July
2014 to audit the financial statements for the year ending
31 March 2014 and subsequent financial periods.
The period of total uninterrupted engagement including
retenders and reappointments is 9 years, covering
the years ending 31 March 2014 to 31 March 2022.
We remain independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by that standard were
not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the Directors’
assessment of the Company’s ability to continue to
adopt the going concern basis of accounting included:
> Obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year
end and reviewing the calculations therein to ensure
that the Company was meeting its requirements to
retain VCT status;
> Consideration of the Company’s expected future
compliance with VCT legislation, the absence of
bank debt, contingencies and commitments and
any market or reputational risks;
> Reviewing the forecasted cash flows that support the
Directors’ assessment of going concern, challenging
assumptions and judgements made in the forecasts,
and assessing them for reasonableness. In
particular, we considered the available cash
resources relative to the forecast expenditure
which was assessed against the prior year for
reasonableness; and
> Evaluating management’s method of assessing
the going concern in light of market volatility.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described
in the relevant sections of this report.
Overview
2022 2021
Key audit matters
Valuation of Unquoted Investments 3 3
Materiality
Company financial statements as a whole
£2,000,000 (2021: £1,400,000) based on 2% (2021: 2%)
of Gross investment
Independent
Auditor’s Report
to the members of British Smaller Companies VCT plc
INDEPENDENT AUDITOR’S REPORT

British Smaller Companies VCT plc Annual Report & Accounts 55
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding
of the Company and its environment, including the
Company’s system of internal control, and assessing
the risks of material misstatement in the financial
statements. We also addressed the risk of management
override of internal controls, including assessing whether
there was evidence of bias by the Directors that may
have represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed risks
of material misstatement (whether or not due to fraud)
that we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the
engagement team. These matters were addressed in
the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of unquoted
investments (Note 1
and Note 7)
We consider the valuation of
investments to be the most
significant audit area as there is a
high level of estimation uncertainty
involved in determining the
unquoted investment valuations.
There is an inherent risk of
management override arising from
the unquoted investment valuations
being prepared by the Manager,
who is remunerated based on Net
Asset Value.
Our sample for the testing of unquoted investments was stratified according to
risk considering, inter alia, the value of individual investments, the nature of the
investment, the extent of the fair value movement and the subjectivity of the
valuation technique.
For all investments in our sample we:
Challenged whether the valuation methodology was the most appropriate in the
circumstances under the International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines and the applicable accounting standards. We recalculated the
value attributable to the Company, having regard to the application of enterprise
value across the capital structures of the investee companies.
For investments sampled that were valued using less subjective valuation
techniques (cost and price of recent investment reviewed for changes in fair
value) we:
> Verified the cost or price of recent investment to supporting documentation;
> Considered whether the investment was an arm’s length transaction through
reviewing the parties involved in the transaction and checking whether or not
they were already investors of the investee Company;
> Considered whether there were any indications that the cost or price of recent
investment was no longer representative of fair value considering, inter alia,
the current performance of the investee company and the milestones and
assumptions set out in the investment proposal; and
> Considered whether the price of recent investment is supported by alternative
valuation techniques.
For investments sampled that were valued using more subjective techniques
(earnings multiples, revenue multiples and discounted cash flow forecasts) we:
> Challenged and corroborated the inputs to the valuation with reference to
management information of investee companies, market data and our own
understanding and assessed the impact of the estimation uncertainty
concerning these assumptions and the disclosure of these uncertainties in
the financial statements;

56 British Smaller Companies VCT plc Annual Report & Accounts
INDEPENDENT AUDITOR’S REPORT
Key audit matter How the scope of our audit addressed the key audit matter
> Reviewed the historical financial statements and any recent management
information available to support assumptions about maintainable revenues,
earnings or cash flows used in the valuations;
> Considered the revenue or earnings multiples applied and the discounts
applied by reference to observable listed company market data; and
> Challenged the consistency and appropriateness of adjustments made to
such market data in establishing the revenue, cash flow or earnings multiple
applied in arriving at the valuations adopted by considering the individual
performance of investee companies against plan and relative to the peer
group, the market and sector in which the investee company operates and
other factors as appropriate.
Where appropriate, we performed a sensitivity analysis by developing our own
point estimate where we considered that alternative input assumptions could
reasonably have been applied and we considered the overall impact of such
sensitivities on the portfolio of investments in determining whether the valuations
as a whole are reasonable and free from bias.
Key observations
Based on the procedures performed we consider the investment valuations to
be appropriate considering the level of estimation uncertainty.
Our application of materiality
We apply the concept of materiality both in planning
and performing our audit, and in evaluating the effect
of misstatements. We consider materiality to be the
magnitude by which misstatements, including
omissions, could influence the economic decisions
of reasonable users that are taken on the basis of
the financial statements.
In order to reduce to an appropriately low level the
probability that any misstatements exceed materiality,
we use a lower materiality level, performance materiality,
to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole.
Independent
Auditor’s Report
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 57
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Lower testing threshold
We determined that for Revenue return before tax, a
misstatement of less than materiality for the financial
statements as a whole, could influence users of the
financial statements as it is a measure of the Company’s
performance of income generated from its investments
after expenses. As a result, we determined a lower
testing threshold for those items impacting revenue
return of £280,000 (2021: £210,000) based on 10%
of total expenditure (2021: 10% of total expenditure).
Reporting threshold
We agreed with the Audit Committee that we would
report to them all individual audit differences in excess
of £100,000 (2021: £74,000). We also agreed to report
differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information.
The other information comprises the information
included in the Annual Report other than the financial
statements and our auditor’s report thereon. Our opinion
on the financial statements does not cover the other
information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider
whether the other information is materially inconsistent
with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise
to a material misstatement in the financial statements
themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of
the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit.
Based on our professional judgement, we determined materiality for the financial statements as a whole and
performance materiality as follows:
Company financial statements
2022 2021
£m £m
Materiality 2.0 1.4
Basis for determining materiality 2% of Gross investments
(2021: 2% of Gross investments)
Rationale for the benchmark applied In setting materiality, we have had regard to the nature and
disposition of the investment portfolio. Given that the VCT’s
portfolio is predominantely comprised of unquoted investments
which would typically have a wider spread of reasonable
alternative possible valuations, we have applied a percentage
of 2% of Gross investments.
Performance materiality 1.5 1.1
Basis for determining performance materiality 75% of materiality
The level of performance materiality applied was set after having
considered a number of factors including the expected total value
of known and likely misstatements and the level of transactions
in the year.

58 British Smaller Companies VCT plc Annual Report & Accounts
Independent
Auditor’s Report
(continued)
INDEPENDENT AUDITOR’S REPORT
Going concern and longer-term viability
> The Directors' statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified; and
> The Directors’ explanation as to their assessment
of the Company’s prospects, the period this
assessment covers and why the period is
appropriate.
Other Code provisions
> Directors' statement on fair, balanced and
understandable;
> Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks;
> The section of the annual report that describes
the review of effectiveness of risk management
and internal control systems; and
> The section describing the work of the Audit
Committee.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our
work performed during the course of the audit, we are
required by the Companies Act 2006 and ISAs (UK)
to report on certain opinions and matters as described
below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the
course of the audit:
> The information given in the Strategic report and
the Directors’ report for the financial year for which
the financial statements are prepared is consistent
with the financial statements; and
> The Strategic report and the Directors’ report have
been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
the audit, we have not identified material misstatements
in the Strategic report or the Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Matters on which we are required to report by
exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
> Adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
> The financial statements and the part of the
Directors’ remuneration report to be audited are
not in agreement with the accounting records and
returns; or
> Certain disclosures of Directors’ remuneration
specified by law are not made; or
> We have not received all the information and
explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities
Statement, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.

British Smaller Companies VCT plc Annual Report & Accounts 59
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below:
We gained an understanding of the legal and regulatory
framework applicable to the Company and the industry
in which it operates, and considered the risk of acts by
the Company which were contrary to applicable laws
and regulations, including fraud. These included but
were not limited to compliance with Companies Act
2006, the FCA listing and DTR rules, the principles of
the UK Corporate Governance Code, industry practice
represented by the Statement of Recommended
Practice: Financial Statements of Investment Trust
Companies and Venture Capital Trusts (“the SORP”)
and updated in April 2021 with consequential
amendments and the applicable financial reporting
framework. We also considered the Company’s
qualification as a VCT under UK tax legislation.
Our procedures included:
> Obtaining an understanding of the control
environment in monitoring compliance with laws
and regulations;
> Agreement of the financial statement disclosures
to underlying supporting documentation;
> Enquiries of management and those charged with
governance relating to the existence of any non-
compliance with laws and regulations;
> Obtaining the VCT compliance reports prepared
by management’s expert during the year and as at
year end and reviewing their calculations to check
that the Company was meeting its requirements to
retain VCT status; and
> Reviewing minutes of board meetings and legal
correspondence and invoices throughout the period
for instances of non-compliance with laws and
regulations and fraud.
We assessed the susceptibility of the financial statements
to material misstatement including fraud and considered
the fraud risk areas to be the valuation of unquoted
investments and management override of controls.
Our tests included, but were not limited to:
> The procedures set out in the Key Audit Matters
section above;
> Obtaining independent evidence to support the
ownership of a sample of investments;
> Recalculating investment management fees in total;
> Obtaining independent confirmation of bank
balances; and
> Testing journals which met a defined risk criteria
by agreeing to supporting documentation and
evaluating whether there was evidence of bias by
the Manager and Directors that represented a risk
of material misstatement due to fraud.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members and remained alert to any indications
of fraud or non-compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and
regulations is from the events and transactions reflected
in the financial statements, the less likely we are to
become aware of it.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Vanessa-Jayne Bradley
(Senior Statutory Auditor)
For and on behalf of
BDO LLP,
Statutory Auditor
London, UK
21 June 2022
BDO LLP is a limited liability partnership registered in England and
Wales (with registered number OC305127)

60 British Smaller Companies VCT plc Annual Report & Accounts
2022 2021
Revenue Capital Total Revenue Capital Total
Notes £000 £000 £000 £000 £000 £000
Gain on disposal
of investments 7 - 5,131 5,131 - 1,740 1,740
Gains on investments
held at fair value 7 - 25,515 25,515 - 17,639 17,639
- 30,646 30,646 - 19,379 19,379
Income 2 1,065 - 1,065 4,074 - 4,074
Total income 1,065 30,646 31,711 4,074 19,379 23,453
Administrative expenses:
Manager’s fee (577) (1,732) (2,309) (419) (1,256) (1,675)
Incentive fee - (621) (621) - - -
Other expenses (517) - (517) (439) - (439)
3 (1,094) (2,353) (3,447) (858) (1,256) (2,114)
(Loss) profit before taxation (29) 28,293 28,264 3,216 18,123 21,339
Taxation 4 - - - - - -
(Loss) profit for the year (29) 28,293 28,264 3,216 18,123 21,339
Total comprehensive (expense)
income for the year (29) 28,293 28,264 3,216 18,123 21,339
Basic and diluted (loss) earnings
per ordinary share 6 (0.02p) 18.24p 18.22p 2.32p 13.06p 15.38p
The accompanying notes on pages 65 to 90 are an integral part of these financial statements.
The Total column of this statement represents the Company’s Statement of Comprehensive Income, prepared in
accordance with UK adopted international accounting standards. The supplementary Revenue and Capital columns
are prepared under the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies
and Venture Capital Trusts’ (issued in April 2021 – “SORP”) published by the AIC.
Statement of
Comprehensive Income
For the year ended 31 March 2022
FINANCIAL STATEMENTS

British Smaller Companies VCT plc Annual Report & Accounts 61
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2022 2021
Notes £000 £000
ASSETS
Non-current assets at fair value through profit or loss
Investments 7 101,159 73,905
Listed investment funds 7 4,706 4,838
Financial assets at fair value through profit or loss 7 105,865 78,743
Accrued income and other assets 8 907 704
106,772 79,447
Current assets
Accrued income and other assets 8 150 971
Current asset investments 9 14,471 9,471
Cash and cash equivalents 9 38,928 20,657
53,549 31,099
LIABILITIES
Current liabilities
Trade and other payables 10 (787) (186)
Net current assets 52,762 30,913
Net assets 159,534 110,360
Shareholders’ equity
Share capital 11 20,510 16,131
Share premium account 62,123 29,995
Capital reserve 33,620 41,106
Investment holding gains and losses reserve 41,982 18,944
Revenue reserve 1,299 4,184
Total shareholders’ equity 159,534 110,360
Net asset value per ordinary share 12 85.7p 75.8p
The accompanying notes on pages 65 to 90 are an integral part of these financial statements.
The financial statements were approved and authorised for issue by the Board of Directors and were signed on its
behalf on 21 June 2022.
Helen Sinclair
Chairman
At 31 March 2022
Balance Sheet

62 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
Statement of
Changes in Equity
For the year ended 31 March 2022
Investment
Share holding gains
Share premium Capital and losses Revenue Total
capital account reserve reserve reserve equity
£000 £000 £000 £000 £000 £000
Balance at 31 March 2020 14,950 22,838 49,624 375 1,174 88,961
Revenue return for the year - - - - 3,216 3,216
Expenses charged to capital - - (1,256) - - (1,256)
Gain on investments held at fair value - - - 17,639 - 17,639
Gain on disposal of investments in the year - - 1,740 - - 1,740
Total comprehensive income
for the year - - 484 17,639 3,216 21,339
Issue of share capital 929 6,121 - - - 7,050
Issue of shares – DRIS 252 1,257 - - - 1,509
Issue costs - (221) (35) - - (256)
Purchase of own shares - - (2,732) - - (2,732)
Dividends - - (5,305) - (206) (5,511)
Total transactions with owners 1,181 7,157 (8,072) - (206) 60
Realisation of prior year investment
holding losses - - (930) 930 - -
Balance at 31 March 2021 16,131 29,995 41,106 18,944 4,184 110,360
Revenue loss for the year - - - - (29) (29)
Expenses charged to capital - - (2,353) - - (2,353)
Gain on investments held at fair value - - - 25,515 - 25,515
Gain on disposal of investments in the year - - 5,131 - - 5,131
Total comprehensive income (expense)
for the year - - 2,778 25,515 (29) 28,264
Issue of share capital 3,952 30,676 - - - 34,628
Issue of shares – DRIS 427 2,990 - - - 3,417
Issue costs - (1,538) - - - (1,538)
Purchase of own shares - - (2,498) - - (2,498)
Dividends - - (10,303) - (2,796) (13,099)
Total transactions with owners 4,379 32,128 (12,801) - (2,796) 20,910
Realisation of prior year investment
holding gains - - 2,537 (2,477) (60) -
Balance at 31 March 2022 20,510 62,123 33,620 41,982 1,299 159,534
The accompanying notes on pages 65 to 90 are an integral part of these financial statements.

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Reserves available for distribution
Under the Companies Act 2006 the capital reserve and the revenue reserve are distributable reserves. The table below
shows amounts that are available for distribution.
Capital Revenue
reserve reserve Total
£000 £000 £000
Distributable reserves as opposite 33,620 1,299 34,919
Less : income not yet distributable (231) (1,299) (1,530)
Reserves available for distribution
1
33,389 - 33,389
1. Following the circulation of the Annual report to Shareholders
The capital reserve and revenue reserve are both distributable reserves. The reserves total £34,919,000 representing
a decrease of £10,371,000 during the year. The directors also take into account the level of the investment holding
gains and losses reserve and the future requirements of the Company when determining the level of dividend payments.
Of the potentially distributable reserves of £34,919,000 shown above, £1,530,000 relates to income not yet distributable.
For the year ended 31 March 2022
Statement of
Changes in Equity
(continued)

64 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
2022 2021
Notes £000 £000
Net cash (outflow) inflow from operating activities (1,483) 1,004
Cash flows (used in) from investing activities
Purchase of financial assets at fair value through profit or loss 7 (10,465) (8,661)
Proceeds from sale of financial assets at fair value through profit or loss 7 14,069 1,813
Deferred consideration 7 240 489
Net cash inflow (outflow) from investing activities 3,844 (6,359)
Cash flows from (used in) financing activities
Issue of ordinary shares 34,628 7,050
Costs of ordinary share issues* (1,538) (256)
Purchase of own ordinary shares (2,498) (2,732)
Dividends paid 5 (9,682) (4,002)
Net cash inflow from financing activities 20,910 60
Net increase (decrease) in cash and cash equivalents 23,271 (5,295)
Cash and cash equivalents at the beginning of the year 23,158 28,453
Cash and cash equivalents at the end of the year 46,429 23,158
* Issue costs include both fundraising costs and expenses incurred from the Company’s DRIS.
Cash and cash equivalents comprise
Money market funds 9 7,501 2,501
Cash at bank 9 38,928 20,657
Cash and cash equivalents at the end of the year 46,429 23,158
Reconciliation of Profit before Taxation to
Net Cash (Outflow) Inflow from Operating Activities
2022 2021
£000 £000
Profit before taxation 28,264 21,339
Increase (decrease) in trade and other payables 601 (19)
Decrease (increase) in accrued income and other assets 387 (848)
Gain on disposal of investments (5,131) (1,740)
Gains on investments held at fair value (25,515) (17,639)
Capitalised income (89) (89)
Net cash (outflow) inflow from operating activities (1,483) 1,004
The accompanying notes on pages 65 to 90 are an integral part of these financial statements.
Statement of
Cash Flows
For the year ended 31 March 2022

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1. Principal Accounting Policies
Basis of Preparation
The accounts have been prepared on a going concern basis as set out in the Directors Report on page 38 and in
accordance with UK adopted international accounting standards.
The financial statements have been prepared under the historical cost basis as modified by the measurement of
investments at fair value through profit or loss.
The accounts have been prepared in compliance with the recommendations set out in the Statement of
Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ issued
by the Association of Investment Companies (issued in April 2021 – “SORP”) to the extent that they do not conflict
with UK adopted international accounting standards.
The financial statements are prepared in accordance with UK adopted international accounting standards (IFRSs)
and interpretations in force at the reporting date. New standards coming into force during the year and future
standards that come into effect after the year-end have not had a material impact on these financial statements.
The Company has carried out an assessment of accounting standards, amendments and interpretations that have
been issued by the IASB and that are effective for the current reporting period. The Company has determined
that the transitional effects of the standards do not have a material impact.
The financial statements are presented in sterling and all values are rounded to the nearest thousand (£000),
except where stated.
Financial Assets held at Fair Value through Profit or Loss
Financial assets designated as at fair value through profit or loss (“FVPL”) at inception are those that are managed
and whose performance is evaluated on a fair value basis, in accordance with the documented investment strategy
of the Company. Information about these financial assets is provided internally on a fair value basis to the
Company’s key management. The Company’s investment strategy is to invest cash resources in venture capital
investments as part of the Company’s long-term capital growth strategy. Consequently, all investments are
classified as held at fair value through profit or loss.
All investments are measured at fair value on the whole unit of account basis with gains and losses arising from
changes in fair value being included in the Statement of Comprehensive Income as gains or losses on investments
held at fair value.
Transaction costs on purchases are expensed immediately through profit or loss.
Although the Company holds more than 20 per cent of the equity of certain companies, it is considered that the
investments are held as part of the investment portfolio, and their value to the Company lies in their marketable
value as part of that portfolio. These investments are therefore not accounted for using equity accounting, as
permitted by IAS 28 ‘Investments in associates’ and IFRS 11 ‘Joint arrangements’ which give exemptions from
equity accounting for venture capital organisations.
Under IFRS 10 “Consolidated Financial Statements”, control is presumed to exist when the Company has power
over an investee (whether or not used in practice); exposure or rights; to variable returns from that investee, and
ability to use that power to affect the reporting entities returns from the investees. The Company does not hold
more than 50 per cent of the equity of any of the companies within the portfolio. The Company does not control
any of the companies held as part of the investment portfolio. It is not considered that any of the holdings represent
investments in subsidiary undertakings.
Notes to the
Financial Statements

66 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
1. Principal Accounting Policies (continued)
Valuation of Investments
Unquoted investments are valued in accordance with IFRS 13 “Fair Value Measurement” and, using the
International Private Equity and Venture Capital Valuation Guidelines (“the IPEV Guidelines”) updated in December
2018. Quoted investments are valued at market bid prices. A detailed explanation of the valuation policies of the
Company is included below.
Initial Measurement
The best estimate of the initial fair value of an unquoted investment is the cost of the investment. Unless there are
indications that this is inappropriate, an unquoted investment will be held at this value within the first three months
of investment.
Subsequent Measurement
Based on the IPEV Guidelines we have identified six of the most widely used valuation methodologies for unquoted
investments. The Guidelines advocate that the best valuation methodologies are those that draw on external,
objective market-based data in order to derive a fair value.
Unquoted Investments
> Revenue multiples. An appropriate multiple, given the risk profile and revenue growth prospects of the
underlying company, is applied to the revenue of the company. The multiple is adjusted to reflect any risk
associated with lack of marketability and to take account of the differences between the investee company
and the benchmark company or companies used to derive the multiple.
> Earnings multiple. An appropriate multiple, given the risk profile and earnings growth prospects of the
underlying company, is applied to the maintainable earnings of the company. The multiple is adjusted to
reflect any risk associated with lack of marketability and to take account of the differences between the
investee company and the benchmark company or companies used to derive the multiple.
> Net assets. The value of the business is derived by using appropriate measures to value the assets and
liabilities of the investee company.
> Discounted cash flows of the underlying business. The present value of the underlying business is
derived by using reasonable assumptions and estimations of expected future cash flows and the terminal
value, and discounted by applying the appropriate risk-adjusted rate that quantifies the risk inherent in the
company.
> Discounted cash flows from the investment. Under this method, the discounted cash flow concept is
applied to the expected cash flows from the investment itself rather than the underlying business as a whole.
> Price of recent investment. This may represent the most appropriate basis where a significant amount of
new investment has been made by an independent third party. This is adjusted, if necessary, for factors
relevant to the background of the specific investment such as preference rights and will be benchmarked
against other valuation techniques. In line with the IPEV Guidelines the price of recent investment will usually
only be used for the initial period following the round and after this an alternative basis will be found.
Due to the significant subjectivity involved, discounted cash flows are only likely to be reliable as the main basis
of estimating fair value in limited situations. Their main use is to support valuations derived using other
methodologies and for assessing reductions in fair value.
One of the valuation methods described above is used to derive the gross attributable enterprise value of the
company after which adjustments are then made to reflect specific circumstances, such as the impact of the
coronavirus pandemic. This value is then apportioned appropriately to reflect the respective debt and equity
instruments in the event of a sale at that level at the reporting date.
Notes to the
Financial Statements
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 67
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Quoted Investments and Listed Investment Funds
Quoted investments and listed investment funds are valued at active market bid price. An active market is defined
as one where transactions take place regularly with sufficient volume and frequency to determine price on an
ongoing basis. No methodology other than active market bid price has been applied as at 31 March 2022.
Income
Dividends and interest are received from financial assets measured at fair value through profit and loss and are
recognised on the same basis in the Statement of Comprehensive Income. This includes interest and preference
dividends rolled up and/or payable at redemption. Interest income is also received on cash, cash equivalents and
current asset investments. Dividend income from unquoted equity shares is recognised at the time when the right
to the income is established.
Expenses
Expenses are accounted for on an accruals basis. Expenses are charged through the Revenue column of the
Statement of Comprehensive Income, except for the Manager’s fee and incentive fees. Of the Manager’s fees 75
per cent are allocated to the Capital column of the Statement of Comprehensive Income, to the extent that these
relate to an enhancement in the value of the investments and in line with the Board’s expectation that over the
long term 75 per cent of the Company’s investment returns will be in the form of capital gains. The incentive fee
payable to the Manager (as set out in note 3) is charged wholly through the Capital column.
Tax relief is allocated to the Capital Reserve using a marginal basis.
Incentive Fee
The incentive fee is accounted for on an accruals basis. As further detailed in note 3, a performance incentive fee
is payable to the Manager subject to the Company achieving both a target level of Total Return (the “ Total Return
Hurdle”) and dividends (“Dividend Hurdle”). Subject to meeting the Total Return Hurdle, the Manager will receive
an amount equivalent to 20 per cent of the amount by which dividends paid per share exceeds the Dividend
Hurdle, multiplied by the number of shares in issue at the year end. The incentive fee in any financial year will be
subject to a cap if the excess of dividends paid over the Dividend Hurdle is greater than the sum of the excess of
the Total Return over the Total Return Hurdle divided by 1.2. At the end of each reporting period, an accrual is
recognised based upon the dividends paid during the financial year to date and the Total Return at the end of the
reporting period. The incentive fee is charged wholly through the Capital column.
Cash, Cash Equivalents and Current Asset Investments
Cash at bank comprises cash at hand and bank deposits with an original maturity of less than three months,
readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.
Current asset investments comprise money market funds and balances held in fixed term deposits which mature
after three months.
Cash and cash equivalents include cash at hand, money market funds and bank deposits repayable on up to
three months’ notice as these meet the definition in IAS 7 ‘Statement of cash flows’ of a short-term highly liquid
investment that is readily convertible into known amounts of cash and subject to insignificant risk of change in
value.
Balances held in fixed term deposits which mature after three months are not classified as cash and cash
equivalents, as they do not meet the definition in IAS 7 ‘Statement of cash flows’ of short-term highly liquid
investments.
Cash and cash equivalents are valued at amortised cost, which equates to fair value.

68 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
1. Principal Accounting Policies (continued)
Cash flows classified as “operating activities” for the purposes of the Statement of Cash Flows are those arising
from the Revenue column of the Statement of Comprehensive Income, together with the items in the Capital
column that do not fall to be easily classified under the headings for “investing activities” given by IAS 7 ‘Statement
of cash flows’, being management and incentive fees payable to the Manager. The capital cash flows relating to
the acquisition and disposal of investments are presented under “investing activities” in the Statement of Cash
Flows in line with both the requirements of IAS 7 and the positioning given to these headings by general practice
in the industry.
Share Capital and Reserves
Share Capital
This reserve contains the nominal value of all shares allotted under offers for subscription.
Share Premium Account
This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted
under offers for subscription, to the extent that it has not been cancelled.
Capital Reserve
The following are included within this reserve:
> Gains and losses on realisation of investments;
> Realised losses upon permanent diminution in value of investments;
> Capital income from investments;
> 75 per cent of the Manager’s fee expense, together with the related taxation effect to this reserve in
accordance with the policy on expenses in note 1 of the financial statements;
> Incentive fee payable to the Manager;
> Capital dividends paid to shareholders;
> Applicable share issue costs;
> Purchase and holding of the Company’s own shares; and
> Credits arising from the cancellation of any share premium account.
Investment Holding Gains and Losses Reserve
Increases and decreases in the valuation of investments held at the year-end are accounted for in this reserve,
except to the extent that the diminution is deemed permanent.
Revenue Reserve
This reserve includes all revenue income from investments along with any costs associated with the running of
the Company – less 75 per cent of the Manager’s fee expense as detailed in the Capital Reserve above.
Taxation
Due to the Company’s status as a venture capital trust and the continued intention to meet the conditions required
to comply with Chapter 3 Part 6 of the Income Tax Act 2007, no provision for taxation is required in respect of any
realised or unrealised appreciation of the Company’s investments which arises. Deferred tax is recognised on all
temporary differences that have originated, but not reversed, by the balance sheet date.
Notes to the
Financial Statements
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 69
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Deferred tax assets are only recognised to the extent that they are regarded as recoverable. Deferred tax is
calculated at the tax rates that are expected to apply when the asset is realised. Deferred tax assets and liabilities
are not discounted.
Dividends Payable
Dividends payable are recognised only when an obligation exists. Interim and special dividends are recognised
when paid and final dividends are recognised when approved by shareholders in general meetings.
Segmental Reporting
In accordance with IFRS 8 ‘Operating segments’ and the criteria for aggregating reportable segments, segmental
reporting has been determined by the directors based upon the reports reviewed by the Board. The directors are
of the opinion that the Company has engaged in a single operating segment - investing in equity and debt securities
within the United Kingdom - and therefore no reportable segmental analysis is provided.
Critical Accounting Estimates and Judgements
The preparation of financial statements in conformity with generally accepted accounting practice requires the
use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reporting period. Although
these estimates are based on management’s best knowledge of the amount, event or actions, actual results may
ultimately differ from those estimates. The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year are those used
to determine the fair value of investments at fair value through profit or loss, as disclosed in note 7 to the financial
statements.
The fair value of investments at fair value through profit or loss is determined by using valuation techniques. As
explained above, the Board uses its judgement to select from a variety of methods and makes assumptions that
are mainly based on market conditions at each balance sheet date.
The Board uses its judgement to select the appropriate method for determining the fair value of investments
through profit or loss.
2. Income
2022 2021
£000 £000
Dividends from unquoted companies* 504 3,336
Interest on loans to unquoted companies 359 522
Income from unquoted portfolio 863 3,858
Income from listed investment funds 129 124
Income from investments held at fair value through profit or loss 992 3,982
Interest on bank deposits/money market funds 73 92
1,065 4,074
* 2021 includes an ordinary dividend of £2.9 million received from ACC Aviation.

70 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
3. Administrative Expenses
2022 2021
£000 £000
Manager's fee 2,309 1,675
Administration fee 69 68
Total payable to YFM Private Equity Limited 2,378 1,743
Incentive fee 621 -
Other expenses:
Directors’ remuneration 124 126
General expenses 90 80
Trail commission paid to financial intermediaries 60 82
Listing and registrar fees 58 57
Auditor's remuneration (excluding irrecoverable VAT):
– audit of the statutory financial statements 43 38
Printing 41 36
Irrecoverable VAT 32 31
3,447 2,193
Fair value movement related to credit risk - (79)
3,447 2,114
Ongoing charges figure 2.02% 2.10%
Directors’ remuneration comprises only short term benefits including social security contributions of £9,000 (2021:
£9,000).
The directors are the Company’s only key management personnel.
No fees are payable to the auditor in respect of other services (2021: £nil), apart from costs of £12,000 (2021:
£nil) for audit-related assurance services which were charged to the share premium account.
YFM Private Equity Limited provides management services to the Company under an agreement (IA) dated 28
February 1996 as varied by agreements dated 1 July 2009, 16 November 2012, 17 October 2014, 24 August
2015 and 18 November 2019. The agreement may be terminated by not less than 12 months’ notice given by
either party at any time. No notice has been issued to or by YFM Private Equity Limited terminating the contract
as at the date of this Report.
Under an agreement dated 18 November 2019 YFM Private Equity Limited was appointed as the Company’s
Alternative Fund Manager. As a result the Company was de-registered by the Financial Conduct Authority as a
Small Registered Alternative Investment Fund Manager on 24 March 2021 and responsibility for the custody of
the Company’s investments passed to YFM Private Equity Limited on that date.
The key features of the IA are:
> YFM Private Equity Limited receives a Manager’s fee, calculated at half-yearly intervals as at 31 March and
30 September, at the rate of 2.0 per cent of gross assets less current liabilities. The fee is allocated between
capital and revenue as described in note 1. The fee is payable quarterly in advance;
Notes to the
Financial Statements
(continued)

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> With effect from 1 April 2019 the annual fee payable to the Manager is 1.0 per cent on all surplus cash,
defined as all cash above £15 million, unless an incentive fee has been paid under the new agreement in
which case the amount determined to be surplus will be the excess over £7.5 million. The annual fee on all
other assets will be 2.0 per cent of net assets per annum. Based on the Company’s net assets at 31 March
2022 of £159,534,000 and cash of £45,898,000 at that date, and the incentive payment for the year ended
31 March 2022 being made prior to 30 September 2022, this equates to approximately £2,844,000 per
annum;
> Under the IA YFM Private Equity Limited also provides administrative and secretarial services to the
Company for a fee of £35,000 per annum (at 28 February 1996) plus annual adjustments to reflect
movements in the Retail Prices Index. This fee is charged fully to revenue, and totalled £69,000 for the year
ended 31 March 2022 (2021: £68,000); and
> YFM Private Equity Limited shall bear the annual operating costs of the Company (including the fees set out
above but excluding any payment of the performance incentive fee, details of which are set out below and
excluding VAT and trail commissions payable to financial intermediaries) to the extent that those costs exceed
2.9 per cent of the net asset value of the Company. The excess expenses during the year payable to the
Company from YFM Private Equity Limited amounted to £nil (2021: £nil).
When the Company makes investments into its unquoted portfolio the Manager charges that investee an advisory
fee or arrangement fee, calculated by applying a percentage to the investment amount. The Company and the
Manager have agreed that, if the average of the relevant fees during the Company’s financial year exceeds 3.0
per cent of the total invested into new portfolio companies and 2.0 per cent into follow-on holdings this excess will
be rebated to the Company. As at 31 March 2022, the Company was due a rebate from the Manager of £nil (2021:
£nil).
The total remuneration payable to YFM Private Equity Limited under the IA in the period was £2,378,000 (2021:
£1,743,000).
Monitoring and directors’ fees the Manager receives from the investee companies are limited to a maximum of
£40,000 (excluding VAT) per annum per company.
Under the IA, YFM Private Equity Limited is entitled to receive fees from investee companies in respect of the
provision of non-executive directors and other advisory services. YFM Private Equity Limited is responsible for
paying the due diligence and other costs incurred in connection with proposed investments which for whatever
reason do not proceed to completion. In the year ended 31 March 2022 the fees receivable by YFM Private Equity
Limited from investee companies which were attributable to advisory and directors’ and monitoring fees amounted
to £1,271,000 (2021: £1,158,000).
A performance incentive fee is payable to the Manager subject to the Company achieving both a target level of
Total Return (the “Total Return Hurdle”) and dividends (“Dividend Hurdle”). Subject to meeting the Total Return
Hurdle, the Manager will receive an amount equivalent to 20 per cent of the amount by which dividends paid per
share exceeds the Dividend Hurdle, multiplied by the number of shares in issue at the year end. The incentive fee
in any financial year will be subject to a cap if the excess of dividends paid over the Dividend Hurdle is greater
than the sum of the excess of the Total Return over the Total Return Hurdle divided by 1.2. With effect from 31
March 2019 the Total Return Hurdle was 228.6 pence per share and the annual increase is equivalent to 4.0
pence per share, as increased or decreased by the percentage increase or decrease (if any) in RPI from 1 April
2009. For the year ended 31 March 2022 the annual increase in the Total Return Hurdle was 5.6 pence per share.
The Dividend Hurdle was 4.0 pence per share (increasing in line with RPI) from 1 April 2009. For the year ended
31 March 2022 the Dividend Hurdle was 5.6 pence per share.
The Total Return Hurdle for the year ended 31 March 2021 was 244.8 pence per share while the Total Return at
31 March 2021 was 233.2 pence per share, a shortfall of 11.6 pence per share. The total dividends paid in the
year were 4.0 pence per share. Consequently no incentive fee was paid for the year ended 31 March 2021.

72 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
Notes to the
Financial Statements
(continued)
3. Administrative Expenses (continued)
The Total Return Hurdle for the year ended 31 March 2022 was 250.4 pence per share. The Total Return as at 31
March 2022 (prior to the accrual for the subsequent incentive fee) was 252.4 pence per share, an excess of 2.0
pence. The Dividend Hurdle was 5.6 pence per share. The total dividends paid in the year were 9.0 pence per
share. Consequently both Hurdles were exceeded, resulting in a performance related incentive fee being payable.
This is calculated by taking the lower excess of the two hurdles, being 2.0 pence, divided by 1.2 to adjust for the
impact of the fee due to be paid (1.67 pence); 20 per cent of this figure (0.33 pence) gives the resulting incentive
fee per share in issue; with 186,260,145 shares in issue, this results in a total fee payable of £621,000.
The Total Return Hurdle for the year ending 31 March 2023 is 258.2 pence per share. The Dividend Hurdle is 6.1
pence per share.
If the annual incentive fee exceeds £5.0 million then the excess is deferred until following the next year’s Annual
General Meeting. Payment of the remainder is made five Business Days after the relevant Annual General Meeting
at which the audited accounts are presented to shareholders.
The amount of the incentive payment paid to the Manager for any one year shall, when taken with all other relevant
costs, ensure that the Company’s total costs in a single year do not exceed 5 per cent of net assets. Any excess
over the 5 per cent is carried forward to be included in the calculation of the amount that can be paid in future years.
Except with shareholder approval the maximum fee payable in any 12 month period will not exceed £7,500,000.
There are also provisions for a compensatory fee in circumstances where the Company is taken over or the
Incentive Agreement is terminated, which is calculated as a percentage of the fee that would otherwise be payable
under the Incentive Agreement by reference to the accounting period following its termination. In this instance 80
per cent is payable in the first accounting period after such an event, 55 per cent in the second, 35 per cent in the
third and nothing is payable thereafter.
Under the terms of the offer launched with British Smaller Companies VCT2 on 2 February 2021, YFM Private
Equity Limited was entitled to 2.5 per cent of gross subscriptions, less the cost of re-investment of intermediary
commission. The net amount paid to YFM Private Equity Limited under this offer amounted to £176,000.
Under the terms of the offer launched with British Smaller Companies VCT2 on 22 September 2021, YFM Private
Equity Limited was entitled to 3.0 per cent of gross subscriptions (3.5 per cent for Applications received from
Applicants who did not invest their money through a financial intermediary advisor and invested directly into the
Company), less the cost of re-investment of intermediary commission. The net amount paid to YFM Private Equity
Limited under this offer amounted to £1,019,000.
The Manager met all costs and expenses arising out of these offers out of these fees.
The details of directors’ remuneration are set out in the Directors’ Remuneration Report on page 51 under the
heading “Directors’ Remuneration for the year ended 31 March 2022 (audited)”.
4. Taxation
2022 2021
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
(Loss) profit before taxation (29) 28,293 28,264 3,216 18,123 21,339
(Loss) profit before taxation multiplied
by standard rate of corporation
tax in UK of 19% (2021: 19%) (6) 5,376 5,370 611 3,443 4,054
Effect of:
UK dividends received (103) - (103) (644) - (644)
Non-taxable profits on investments - (5,823) (5,823) - (3,682) (3,682)
Deferred tax not recognised 109 447 556 33 239 272
Tax charge ------

British Smaller Companies VCT plc Annual Report & Accounts 73
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The Company has no provided or unprovided deferred tax liability in either year.
Deferred tax assets of £4,077,000 (2021: £2,543,000) calculated at 25% (2021: 19%) in respect of unrelieved
management expenses of £16.31 million as at 31 March 2022 (2021: £13.39 million) have not been recognised
as the directors do not currently believe that it is probable that sufficient taxable profits will be available against
which assets can be recovered.
Due to the Company’s status as a venture capital trust and the continued intention to meet with the conditions
required to comply with Section 274 of the Income Tax Act 2007, the Company has not provided for deferred tax
on any capital gains or losses arising on the revaluation or realisation of investments.
5. Dividends
Amounts recognised as distributions to equity holders in the period to 31 March:
2022 2021
Revenue Capital Total Revenue Capital Total
£000 £000 £000 £000 £000 £000
Interim dividend for the year ended
31 March 2022 of 2.0p (2021: 2.0p)
per ordinary share 2,796 116 2,912 206 2,537 2,743
Second interim dividend for the year
ended 31 March 2022 of 5.0p
(2021: 2.0p) per ordinary share - 7,244 7,244 - 2,768 2,768
Third interim dividend for the year
ended 31 March 2022 of 2.0p
per ordinary share - 2,943 2,943 ---
2,796 10,303 13,099 206 5,305 5,511
Shares allotted under DRIS (3,417) (1,509)
Dividends paid in
Statement of Cash Flows 9,682 4,002
The first interim dividend of 2.0 pence per ordinary share was paid on 23 July 2021 to shareholders on the register
as at 25 June 2021.
The second interim dividend of 5.0 pence per ordinary share was paid on 16 November 2021 to shareholders on
the register as at 15 October 2021.
The third interim dividend of 2.0 pence per ordinary share was paid on 5 January 2022 to shareholders on the
register as at 26 November 2021.
An interim dividend of 2.0 pence per ordinary share in respect of the year ending 31 March 2023 amounting to
approximately £3.7 million has been announced. This dividend has not been recognised in the year ended 31
March 2022 as the obligation did not exist at the balance sheet date.

6. Basic and Diluted (Loss) Earnings per Ordinary Share
The basic and diluted earnings per ordinary share is based on the profit after tax attributable to shareholders of
£28,264,000 (2021: £21,339,000) and 155,125,398 (2021: 138,775,882) ordinary shares being the weighted
average number of ordinary shares in issue during the year.
The basic and diluted revenue (loss) earnings per ordinary share is based on the revenue loss for the year
attributable to shareholders of £29,000 (2021: profit of £3,216,000) and 155,125,398 (2021: 138,775,882) ordinary
shares being the weighted average number of ordinary shares in issue during the year.
The basic and diluted capital earnings per ordinary share is based on the capital profit for the year attributable to
shareholders of £28,293,000 (2021: £18,123,000) and 155,125,398 (2021: 138,775,882) ordinary shares being
the weighted average number of ordinary shares in issue during the year.
During the year the Company allotted 39,514,174 new ordinary shares from the fundraising, and 4,270,105 new
ordinary shares in respect of its DRIS.
The Company has also repurchased 3,148,801 of its own shares in the year, and these shares are held in the
Capital Reserve. The total of 18,834,982 treasury shares has been excluded in calculating the weighted average
number of ordinary shares for the period. The Company has no securities that would have a dilutive effect and
hence basic and diluted earnings per ordinary share are the same.
The Company has no potentially dilutive shares and hence the basic and diluted earnings per ordinary share are
equivalent for both of the years ended 31 March 2022 and 31 March 2021.
7. Financial Assets at Fair Value through Profit or Loss
IFRS 13, in respect of financial instruments that are measured in the balance sheet at fair value, requires disclosure
of fair value measurements by level of the following fair value measurement hierarchy:
Level 1: quoted prices in active markets for identical assets or liabilities. The fair value of financial instruments
traded in active markets is based on quoted market prices at the balance sheet date. A market is defined as a
market in which transactions for the asset or liability take place with sufficient frequency and volume to provide
pricing information on an ongoing basis. The quoted market price used for financial assets held by the Company
is the current bid price. These instruments are included in level 1 and comprise listed investment funds, AIM quoted
investments and other fixed income securities classified as held at fair value through profit or loss.
Level 2: the fair value of financial instruments that are not traded in an active market is determined by using
valuation techniques. These valuation techniques maximise the use of observable market data where it is available
and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument
are observable, the instrument is included in level 2. The Company held no such instruments in the current or
prior year.
Level 3: the fair value of financial instruments that are not traded in an active market (for example, investments
in unquoted companies) is determined by using valuation techniques such as revenue or earnings multiples. If
one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The majority of the Company’s investments fall into this category at 31 March 2022.
Each investment is reviewed at least quarterly to ensure that it has not ceased to meet the criteria of the level in
which it is included at the beginning of each accounting period. The change in fair value for the current and previous
year is recognised through profit or loss.
There have been no transfers between these classifications in either period.
All items held at fair value through profit or loss were designated as such upon initial recognition.
74 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
Notes to the
Financial Statements
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 75
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Valuation of Investments
Full details of the methods used by the Company are set out in note 1 of these financial statements. Where
investments are held in quoted stocks, fair value is set at the market bid price.
Movements in investments at fair value through profit or loss during the year to 31 March 2022 are summarised
as follows:
IFRS 13 measurement classification Level 3 Level 1
Listed
Unquoted Investment Total
Investments Funds Investments
£000 £000 £000
Opening cost 54,954 4,845 59,799
Opening investment holding gain (loss) 18,951 (7) 18,944
Opening fair value at 1 April 2021 73,905 4,838 78,743
Additions at cost 9,651 814 10,465
Capitalised income 89 - 89
Disposal proceeds (13,005) (1,064) (14,069)
Net profit on disposal* 5,112 10 5,122
Change in fair value 24,648 108 24,756
Foreign exchange 759 - 759
Closing fair value at 31 March 2022 101,159 4,706 105,865
Closing cost 59,265 4,618 63,883
Closing investment holding gain 41,894 88 41,982
Closing fair value at 31 March 2022 101,159 4,706 105,865
* The net profit on disposal in the table above is £5,122,000 whereas that shown in the Statement of
Comprehensive Income is 5,131,000. The difference comprises the change in the value of deferred proceeds
totalling £9,000 in respect of assets which have been disposed of and are not included within the investment
portfolio at 1 April 2021.
There were no individual reductions in fair value during the year that exceeded 5 per cent of the total assets of the
Company (2021: £nil).
Level 3 valuations include assumptions based on non-observable market data, such as discounts applied either
to reflect changes in fair value of financial assets held at the price of recent investment, or to adjust revenue or
earnings multiples. IFRS 13 requires an entity to disclose quantitative information about the significant
unobservable inputs used. Of the Company’s level 3 investments, 68 per cent are held on a revenue multiple
basis and 25 per cent on an earnings multiple basis, and therefore have significant judgement applied to the
valuation inputs.
The table on page 76 sets out the range of revenue multiples (RM), earnings multiples (EM) and discounts applied
in arriving at investments valued on these bases. The remaining 7 per cent are valued based on discounted cash
flows, or cost or net asset value reviewed for change in fair value.

7. Financial Assets at Fair Value through Profit or Loss (continued)
Software
Revenue Multiple inputs New Media Data & Analytics Retail & Brands Applications
2022 RM Range 8.00-8.90 4.60-20.90 0.97 4.60-8.90
RM Weighted Average 8.55 16.09 0.97 7.43
2021 RM Range 8.00 4.10-18.00 1.60 4.10-10.00
RM Weighted Average 8.00 14.21 1.60 7.98
2022 Combined RM and/or 28%-60% 10%-72% 24% 52%-76%
Marketability Discount Range
Combined RM and/or
47% 24% 24% 56%
Marketability Discount
Weighted Average
2021 Combined RM and/or 60%-68% 32%-72% 68% 32%-85%
Marketability Discount Range
Combined RM and/or 68% 43% 68% 66%
Marketability Discount
Weighted Average
Data & Business Retail & Software Advanced
Earnings Multiple inputs New Media Analytics Services Brands Applications Manufacturing
2022 EM Range 9.69 13.34 6.88-12.73 10.32 15.10 -
EM Weighted 9.69 13.34 8.98 10.32 15.10 -
Average
2021 EM Range 10.44-13.44 15.10 8.81-14.36 16.97-18.60 - 15.00
EM Weighted 10.44 15.10 11.28 16.97 - 15.00
Average
2022 Combined EM 52% 60% 20%-44% 32% 44% -
and/or Marketability
Discount Range
Combined EM 52% 60% 33% 32% 44% -
and/or Marketability
Discount Weighted
Average
2021 Combined EM 20%-68% 68% 20%-44% 52%-76% - 72%
and/or Marketability
Discount Range
Combined EM 40% 68% 34% 52% - 72%
and/or Marketability
Discount Weighted
Average
76 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
Notes to the
Financial Statements
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 77
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The standard also requires disclosure, by class of financial instruments, if the effect of changing one or more
inputs to reasonably possible alternative assumptions would result in a significant change to the fair value
measurement. Each unquoted portfolio company has been reviewed in order to identify the sensitivity of the
valuation methodology to using alternative assumptions. Where discounts have been applied (for example to
revenue levels, earnings levels, or RM/EM ratios) alternatives have been considered which still fall within the IPEV
Guidelines (see page 66). For each unquoted investment, two scenarios have been modelled: more prudent
assumptions (downside case) and more optimistic assumptions (upside case). Applying the downside alternative
the value of the unquoted investments would be £5,445,000 or 5.4 per cent lower (2021: 5.2 per cent lower).
Using the upside alternative the value would be increased by £5,742,000 or 5.7 per cent (2021: 5.5 per cent).
Movements in investments at fair value through profit or loss during the year to 31 March 2021 are summarised
as follows:
IFRS 13 measurement classification Level 3 Level 1
Listed
Unquoted Investment Total
Investments Funds Investments
£000 £000 £000
Opening cost 47,897 4,875 52,772
Opening investment holding gain (loss) 461 (86) 375
Opening fair value at 1 April 2020 48,358 4,789 53,147
Additions at cost 8,511 150 8,661
Capitalised income 89 - 89
Disposal proceeds (1,776) (187) (1,963)
Net profit on disposal* 1,166 4 1,170
Change in fair value 18,284 82 18,366
Foreign exchange loss (727) - (727)
Closing fair value at 31 March 2021 73,905 4,838 78,743
Closing cost 54,954 4,845 59,799
Closing investment holding gain (loss) 18,951 (7) 18,944
Closing fair value at 31 March 2021 73,905 4,838 78,743
* The net profit on disposal in the table above is £1,170,000 whereas that shown in the Statement of
Comprehensive Income is £1,740,000. The difference comprises the change in the value of deferred proceeds
totalling £570,000 in respect of assets which have been disposed of and are not included within the investment
portfolio at 1 April 2020.

7. Financial Assets at Fair Value through Profit or Loss (continued)
The following disposals and loan repayments took place in the year:
Opening
carrying
Net proceeds value as at Profit (loss)
from sale Cost 1 April 2021 on disposal
£000 £000 £000 £000
Unquoted investments:
Deep-Secure Ltd 6,560 1,000 4,121 2,439
Matillion Limited 4,967 269 2,349 2,618
KeTech Enterprises Limited 1,275 1,490 1,292 (17)
Ncam Technologies Limited 131 131 131 -
Harris Hill Holdings Limited 72 439 - 72
Friska Limited - 2,100 - -
Total from unquoted investments 13,005 5,429 7,893 5,112
Deferred proceeds:
Bagel Nash Group Limited 150 - 150 -
Ness (Holdings) Limited 90 - 81 9
Total from deferred proceeds 240 - 231 9
Total from portfolio 13,245 5,429 8,124 5,121
Listed investment funds 1,064 1,041 1,054 10
Total from investment portfolio 14,309 6,470 9,178 5,131
78 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
Notes to the
Financial Statements
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 79
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
The following disposals and loan repayments took place in the year to 31 March 2021:
Opening
carrying
Net proceeds value as at Profit
from sale Cost 1 April 2020 on disposal
£000 £000 £000 £000
Unquoted investments:
RMS Group Holdings Limited 1,446 180 430 1,016
Springboard Research Holdings Limited 180 180 180 -
Bagel Nash Group Limited 150 944 - 150
Macro Art Holdings Limited - 239 - -
Total from unquoted investments 1,776 1,543 610 1,166
Deferred proceeds:
Business Collaborator Limited 474 - - 474
Ness (Holdings) Limited 96 - - 96
Total from deferred proceeds 570 - - 570
Total from portfolio 2,346 1,543 610 1,736
Listed investment funds 187 180 183 4
Total from investment portfolio 2,533 1,723 793 1,740
The total from disposals in the table above is £2,533,000 whereas that shown in the Statement of Cash Flows
(including deferred consideration) is £2,302,000. This is due to the timing differences between the recognition of
the deferred income and its receipt in cash.
Significant Interests
YFM Private Equity Limited, the Company’s Manager, also acts as Manager to certain other funds that have
invested in some of the companies within the current portfolio of the Company. Details of these investments are
summarised in the tables on pages 80 to 82.

7. Financial Assets at Fair Value through Profit or Loss (continued)
At 31 March 2022 the Company held a significant holding of at least 20 per cent of the issued ordinary share
capital, either individually or alongside commonly managed funds, in the following companies:
Percentage
Percentage of class held
No of shares of class held by commonly
held by the by the managed
Company Principal activity Company Company* funds*
ACC Aviation Group Limited** Business Services 220,000 28% 69%
Arcus Global Limited** Software Applications 456,684 21% 37%
Biz2Mobile Limited Data & Analytics 5,792,382 15% 26%
DisplayPlan Holdings Limited** New Media 2,340 22% 34%
EL Support Services Limited** Investment Company 3,500 50% 100%
Elucidat Ltd Software Applications 3,452 12% 20%
Force24 Ltd Software Applications 27,872 17% 34%
Intelligent Office UK Business Services 159,913 27% 44%
(IO Outsourcing Limited
t/a Intelligent Office)**
KeTech Enterprises Limited Data & Analytics 128,333 16% 47%
Macro Art Holdings Limited** New Media 150,000 18% 30%
NB Technology Services Limited** Investment Company 3,500 50% 100%
Ncam Technologies Limited** New Media 1,780,373 22% 51%
OC Engineering Services Limited** Investment Company 3,500 50% 100%
Outpost VFX Limited New Media 3,584,229 12% 24%
Panintelligence (via Paninsight Limited) Data & Analytics 34,068 15% 35%
Seven Technologies Holdings Limited Advanced Manufacturing 648,482 14% 60%
SH Healthcare Services Limited** Investment Company 3,500 50% 100%
SharpCloud Software Limited Data & Analytics 39,514 20% 40%
Sipsynergy (via Hosted Network Software Applications 7,316,668 24% 62%
Services Limited)**
SP Manufacturing Services Limited** Investment Company 3,500 50% 100%
Springboard Research Holdings Limited Data & Analytics 257,840 19% 32%
Tonkotsu Limited Retail & Brands 50,493 18% 38%
Traveltek Group Holdings Limited Software Applications 41,420 17% 47%
Unbiased EC1 Limited Software Applications 1,161,144 16% 30%
Vuealta Group Limited Software Applications 3,310 11% 20%
Vypr Validation Technologies Limited Data & Analytics 11,482 13% 22%
Wakefield Acoustics Advanced Manufacturing 74,400 22% 37%
(via Malvar Engineering Limited)**
Wooshii Limited New Media 1,458,310 20% 38%
* Fully diluted holding. The percentage held by commonly managed funds includes the percentage held by the Company.
** The registered office of these significant holdings is given on the inside back page and related financial information on page 82.
80 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
Notes to the
Financial Statements
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 81
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
The amounts shown below are the net cost of investments as at 31 March 2022 and exclude those companies
which are in receivership or liquidation.
British Smaller British Smaller Other commonly
Companies Companies managed
VCT plc VCT2 plc funds Total
£000 £000 £000 £000
ACC Aviation Group Limited 220 145 185 550
Arcus Global Limited 3,075 2,050 - 5,125
Arraco Global Markets Limited 2,550 1,700 - 4,250
Biz2Mobile Limited 1,898 1,265 - 3,163
DisplayPlan Holdings Limited 130 70 - 200
e2E Engineering Limited 900 600 - 1,500
Eikon Holdco Limited 750 500 250 1,500
EL Support Services Limited 500 500 - 1,000
Elucidat Ltd 2,700 1,800 - 4,500
Force24 Ltd 2,400 1,600 800 4,800
Frescobol Carioca Ltd 1,800 1,200 - 3,000
Intamac Systems Limited 302 905 - 1,207
Intelligent Office UK
(IO Outsourcing Limited t/a Intelligent Office) 2,934 1,956 - 4,890
KeTech Enterprises Limited 10 10 10 30
Macro Art Holdings Limited 481 321 - 802
Matillion Limited 1,778 1,456 549 3,783
NB Technology Services Limited 500 500 - 1,000
Ncam Technologies Limited 2,512 1,675 1,577 5,764
OC Engineering Services Limited 500 500 - 1,000
Outpost VFX Limited 1,500 1,000 500 3,000
Panintelligence (via Paninsight Limited) 1,500 1,000 1,000 3,500
Relative Insight Limited 3,000 2,000 - 5,000
Seven Technologies Holdings Limited 1,677 1,221 6,046 8,944
SH Healthcare Services Limited 500 500 - 1,000
SharpCloud Software Limited 3,407 2,271 1,322 7,000
SP Manufacturing Services Limited 500 500 - 1,000
Springboard Research Holdings Limited 2,822 1,881 - 4,703
Sipsynergy (via Hosted Network Services Limited) 2,654 2,045 1,551 6,250
TeraView Limited 377 377 - 754
Tonkotsu Limited 2,388 1,592 995 4,975
Traveltek Group Holdings Limited 1,715 1,163 3,577 6,455

7. Financial Assets at Fair Value through Profit or Loss (continued)
British Smaller British Smaller Other commonly
Companies Companies managed
VCT plc VCT2 plc funds Total
£000 £000 £000 £000
Unbiased EC1 Limited 2,946 1,964 640 5,550
Vuealta Group Limited 2,099 1,399 428 3,926
Vypr Validation Technologies Limited 1,500 1,000 - 2,500
Wakefield Acoustics (via Malvar Engineering Limited) 1,080 720 - 1,800
Wooshii Limited 3,660 2,440 591 6,691
Significant Holdings
Profit (loss) Net assets
before tax (liabilities)
£million £million
Arcus Global Limited 3.08 1.81
EL Support Services Limited 0.12 0.12
NB Technology Services Limited 0.15 (0.14)
OC Engineering Services Limited - (0.01)
SH Healthcare Services Limited - (0.01)
SP Manufacturing Services Limited 0.07 (0.32)
Macro Art Holdings Limited (1.95) (1.09)
Ncam Technologies Limited (1.36) (1.34)
Sipsynergy Limited (via Hosted Network Services Limited) (0.76) (0.04)
Wakefield Acoustics (via Malvar Enginering Limited) (0.06) 0.45
8. Accrued Income and Other Assets
2022 2021
£000 £000
Non-current assets:
Accrued income on financial assets 907 704
Current assets:
Accrued income on financial assets 98 399
Prepayments 52 572
150 971
Non-current assets relates to income receivable on exit from the relevant investee company where this is expected
to be more than one year from the balance sheet date.
The carrying amounts of the Company’s accrued income are denominated in sterling.
82 British Smaller Companies VCT plc Annual Report & Accounts
FINANCIAL STATEMENTS
Notes to the
Financial Statements
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 83
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
9. Current Asset Investments and Cash and Cash Equivalents
2022 2021
£000 £000
Money market funds 7,501 2,501
Bank deposits that mature after three months but are not immediately repayable 6,970 6,970
Current asset investments 14,471 9,471
Cash and cash equivalents 38,928 20,657
Cash and cash equivalents 38,928 20,657
10. Trade and Other Payables
2022 2021
£000 £000
Amounts payable within one year:
Accrued expenses 166 186
Performance incentive fee 621 -
787 186
11. Called-up Share Capital
2022 2021
Allotted, Allotted,
called-up and called-up and
fully paid fully paid
£000 £000
Ordinary shares of 10 pence
Issued: 205,095,127 (2021: 161,310,848) including 18,834,982
shares held in treasury (2021: 15,686,181). 20,510 16,131
The movements in the year were as follows:
Share
Price Number Capital
pence Date of shares £000
Total as at 1 April 2021 161,310,848 16,131
Issue of shares DRIS 73.80 23 July 2021 1,022,316 102
Issue of shares DRIS 81.20 16 November 2021 2,306,826 231
Issue of shares DRIS 83.90 5 January 2022 940,963 94
Issue of shares Fundraising 86.05-92.20 7 January 2022 39,514,174 3,952
As at 31 March 2022 (including treasury shares) 205,095,127 20,510
As at 31 March 2022 (excluding treasury shares) 186,260,145

11. Called-up Share Capital (continued)
During the year the Company purchased 3,148,801 (2021: 4,093,191) of its own shares and these shares are
held on the balance sheet in the Capital Reserve. Full details of the share purchases are set out in the Directors’
Report under the heading ‘Buy-back and Issue of Shares’. The treasury shares have been included in calculating
the number of ordinary shares in issue, and excluded in calculating the number of ordinary shares with voting
rights in issue at 31 March 2022 and 31 March 2021.
The movements in the previous year to 31 March 2021 were as follows:
Share
Price Number Capital
pence Date of shares £000
Total as at 1 April 2020 149,500,037 14,950
Issue of shares DRIS 59.38 31 July 2020 1,254,024 125
Issue of shares DRIS 60.42 5 October 2020 1,265,695 127
Issue of shares Fundraising 75.487-75.590 8 March 2021 9,291,092 929
As at 31 March 2021 (including treasury shares) 161,310,848 16,131
As at 31 March 2021 (excluding treasury shares) 145,624,667
12. Basic and Diluted Net Asset Value per Ordinary Share
The basic and diluted net asset value per ordinary share is calculated on attributable assets of £159,534,000
(2021: £110,360,000) and 186,260,145 (2021: 145,624,667) ordinary shares in issue at the year end.
The treasury shares have been excluded in calculating the number of ordinary shares in issue at 31 March 2022
and 31 March 2021.
The Company has no potentially dilutive shares and hence the basic and diluted net asset values per ordinary
share are the same.
13. Total Return per Ordinary Share
The Total Return per ordinary share is calculated on cumulative dividends paid of 166.4 pence per ordinary share
(2021: 157.4 pence per ordinary share) plus the net asset value as calculated per note 12.
14. Financial Commitments
There are no financial commitments at 31 March 2022 or 31 March 2021.
15. Related Party Transactions
Fees payable during the year to the directors and their interests in shares of the Company are disclosed within
the Directors’ Remuneration Report on pages 50 to 52. There were no amounts outstanding and due to the
directors at 31 March 2022 (2021: £nil).
16. Events after the Balance Sheet Date
Following the year end one new investment and two follow-on investments totalling £1.9 million have been
completed.
84 British Smaller Companies VCT plc Annual Report & Accounts
Notes to the
Financial Statements
(continued)
FINANCIAL STATEMENTS

British Smaller Companies VCT plc Annual Report & Accounts 85
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
17. Financial Instruments
The Company has no derivative financial instruments and has no financial asset or liability for which hedge
accounting has been used in either year. The Company classifies its financial assets as either fair value through
profit or loss or at amortised cost, and its financial liabilities, primarily accrued expenses, at amortised cost.
It is the directors’ opinion that the carrying value of financial assets and liabilities approximates their fair value.
Therefore, the directors consider all assets and liabilities to be carried at a valuation which equates to fair value.
Investments are made in a combination of equity, fixed rate and variable rate financial instruments so as to comply
with VCT legislation and provide potential future capital growth. Surplus funds are held in bank deposits or money
market funds until suitable qualifying investment opportunities arise.
The Company has reviewed all contracts for embedded derivatives that are required to be separately accounted
for if they do not meet certain criteria set out in the standard. No embedded derivatives have been identified by
the Company.
The accounting policies for financial instruments have been applied to the items below:
Assets as per balance sheet
2022 2021
Other Assets at Other Assets at
assets at fair value assets at fair value
amortised through profit amortised through profit
cost or loss cost or loss
£000 £000 £000 £000
Non-current assets at fair value through profit or loss
Financial assets - 106,772 - 79,447
Current assets
Cash and cash equivalents 38,928 - 20,657 -
Cash on fixed term deposit 6,970 - 6,970 -
Current asset investments 7,501 - 2,501 -
Accrued income on financial assets -95 - 398
Accrued income on cash, cash equivalents and cash deposits 3-1-
53,402 106,867 30,129 79,845
Other assets – not financial instruments 52 - 572 -
53,454 106,867 30,701 79,845

17. Financial Instruments (continued)
Liabilities as per balance sheet
2022 2021
Other Other
financial financial
liabilities liabilities
£000 £000
Trade and other payables 166 186
Performance incentive fee 621 -
787 186
Assets classified as fair value through profit or loss were designated as such upon initial recognition.
The Company’s investing activities expose it to various types of risk that are associated with the financial
instruments and markets in which it invests. The most important types of financial risk to which the Company is
exposed are market risk, credit risk and liquidity risk. The nature and extent of the financial instruments outstanding
at the balance sheet date and the risk management policies employed by the Company are discussed below.
There have been no changes since last year in the objectives, policies, and processes for managing and measuring
risks facing the Company.
17a Market Risk
Market Price Risk
The Company invests in new and expanding businesses, the shares of which may not be traded on the stock
market. Consequently, exposure to market factors, in relation to many investments, stems from market based
measures that may be used to value unlisted investments. The Company also holds a number of quoted
investments.
The market also defines the value at which investments may be sold. Returns are therefore maximised when
investments are bought or sold at appropriate times in the economic cycle.
Market price risk arises from uncertainty about the future prices of financial instruments held in accordance with
the Company’s investment objectives. It represents the potential loss that the Company might suffer through
holding market positions in the face of market movements. In addition, the ability of the Company to purchase or
sell investments is also constrained by requirements set down for VCTs.
Of the Company’s financial assets through profit or loss, 4 per cent (2021: 6 per cent) are investment funds listed
on the main market of the London Stock Exchange (including FCA authorised and regulated UCITS funds). A 5
per cent increase in stock prices as at 31 March 2022 would have increased the net assets attributable to the
Company’s shareholders and the total profit for the year by £235,000 (2021: £242,000). An equal change in the
opposite direction would have decreased the net assets attributable to the Company’s shareholders and the total
profit for the year by an equal amount.
Of the Company’s financial assets through profit or loss, 96 per cent are in unquoted companies held at fair value
(2021: 94 per cent). The valuation methodology for these investments includes the application of externally
produced revenue multiples and earnings multiples. Therefore the value of the unquoted element of the portfolio
is also indirectly affected by price movements on the listed market. Investments have been valued in line with the
Guidelines described within Note 1. Those using revenue and earnings multiple methodologies include judgements
regarding the level of discount applied to that multiple. The effect of changing the level of discounts applied to the
multiples is considered in note 7 on page 77.
86 British Smaller Companies VCT plc Annual Report & Accounts
Notes to the
Financial Statements
(continued)
FINANCIAL STATEMENTS

British Smaller Companies VCT plc Annual Report & Accounts 87
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
Other valuations are valued at discounted cash flows or the price of recent investment, reviewed and discounted
where the fair value of the investment no longer equates to the cost of the recent investment. A 10 per cent change
in the discount applied would have altered the net assets attributable to the Company’s shareholders and the total
profit for the year by less than 0.1 per cent of net assets.
The largest single concentration of risk relates to the Company’s investment in Matillion Limited which constitutes
17.6 per cent (2021: 14.2 per cent) of the net assets attributable to the Company’s shareholders. The Board seeks
to mitigate this risk by diversifying the portfolio and monitors the status of all investments on an ongoing basis.
The average investment (excluding both those whose value has been reduced to nil and those managed on a
discretionary basis by Brewin Dolphin Securities Limited) is 2.0 per cent (2021: 2.5 per cent) of the value of net
assets.
Comparison of realised proceeds to unrealised valuations
The table below shows a comparison of the realised proceeds to the unrealised valuations one year prior to sale,
for all disposals of unquoted investments over the last ten years.
Sale Increase
Proceeds Valuation (decrease)
Full disposal Date of Disposal £000 £000 £000
Primal Pictures Limited Aug-12 537 307 230
Fishawack Limited Mar-13 1,303 896 407
Waterfall Services Limited Dec-14 3,854 1,952 1,902
President Engineering Group Limited Jul-15 7,534 4,071 3,463
Insider Technologies (Holdings) Limited Oct-15 1,159 880 279
Callstream Group Limited Mar-16 785 773 12
GO Outdoors Topco Limited Nov-16 & Apr-11 20,849 9,932 10,917
Cambrian Park & Leisure Homes Limited Mar-17 - 1,876 (1,876)
Ness (Holdings) Limited Mar-17 229 764 (535)
Selima Holding Company Ltd May-17 2,811 923 1,888
Harvey Jones Holdings Limited Aug-17 970 1,113 (143)
PowerOasis Limited Aug-18 - 273 (273)
Gill Marine Holdings Limited Dec-18 3,802 2,569 1,233
GTK (Holdco) Limited Dec-18 3,751 2,738 1,013
Mangar Health Limited Dec-18 5,513 3,962 1,551
Leengate Holdings Limited Apr-19 1,936 1,769 167
Eikon Holdco Limited (partial realisation) Oct-19 6,314 2,250 4,064
Business Collaborator Limited Mar-20 8,085 3,662 4,423
RMS Group Holdings Limited Jun-20 1,446 907 539
Bagel Nash Group Limited Oct-20 150 607 (457)
Deep-Secure Ltd Jul-21 6,560 2,956 3,604
Other Dec-14 to Jan-17 94 - 94
77,682 45,180 32,502

88 British Smaller Companies VCT plc Annual Report & Accounts
Notes to the
Financial Statements
(continued)
FINANCIAL STATEMENTS
17. Financial Instruments (continued)
Interest Rate Risk
The Company’s venture capital investments include £4,973,000 (2021: £8,537,000) of loan stock in unquoted
companies. The majority of this loan stock at 31 March 2022 is at fixed rates to guard against fluctuations in
interest rates. As a result the Company is exposed to cash flow interest rate risk on £611,000 (2021: £750,000) of
its loan stock portfolio.
The Company has some exposure to interest rates as a result of interest earned on bank deposits. Other financial
assets (being accrued income) and other financial liabilities (being accrued expenses) attract no interest. A
sensitivity analysis has not been performed as the amounts involved are not considered to be significant.
2022 2021
Weighted Weighted
average average
Weighted time for Weighted time for
average which rate average which rate
interest rate is fixed interest rate is fixed
£000 % Months £000 % Months
Fixed rate loan stock and
preference shares 11,023 7.4% 11 12,750 8.7 12
Cash on fixed term deposit 6,970 0.6% 3 6,970 0.6 3
Combined 17,993 4.8% 5 19,720 5.9 9
Exchange Rate Risk
Of the Company’s financial assets through profit or loss, 26 per cent (2021: 20 per cent) are denominated in US
dollars. A 5% increase in the £:$ exchange rate at 31 March 2022 would have decreased the net assets attributable
to the Company’s shareholders and the total profit for the year by £1,336,000 (2021: £746,000). An equal change
in the opposite direction would have increased the net assets attributable to the Company’s shareholders and the
total profit for the year by £1,476,000 (2021: £824,000).
17b Credit Risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment
that it has entered into with the Company. The Manager has in place a monitoring procedure in respect of
counterparty risk which is reviewed on an ongoing basis. The carrying amounts of financial assets excluding equity
investments total £80,808,000 (2021: £77,285,000) which best represents the maximum credit risk exposure at
the balance sheet date.
The Company does not invest in floating rate instruments other than, on occasion, unquoted loan stock. Credit
risk on unquoted loan stock held within unlisted investments is considered to be part of market risk as disclosed
above.
The fair value of the other assets is not regarded as having changed due to the changes in credit risk in either
year.
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled
transactions is considered to be small due to the short settlement period involved and the high credit quality of the
brokers used. The Board monitors the quality of service provided by the brokers used to further mitigate this risk.
Bankruptcy or insolvency of the broker may cause the Company’s rights with respect to securities held by the
broker to be delayed or limited. The Manager monitors the Company’s risk by reviewing the broker’s internal
control reports on a regular basis.

British Smaller Companies VCT plc Annual Report & Accounts 89
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
The only significant assets not held at fair value are cash and cash equivalents, cash on fixed term deposit and
money market funds. The funds held by the Company are held across a number of financial institutions to spread
the risk. Bankruptcy or insolvency of these financial institutions may cause the Company’s rights with respect to
the funds held by the financial institution to be delayed or limited. The financial institutions used by the Company
are large and reputable. Should the credit quality or the financial position of the financial institutions deteriorate
significantly the Manager will move the holdings to another financial institution. Any expected credit loss associated
with the balances are considered to be highly immaterial.
The Company holds a number of listed investment funds. Market disruption could delay the Company’s ability to
redeem these investments and their values may fall. The Manager and the Board monitor these investments on
a regular basis in conjunction with the Company’s Financial Adviser. The holdings are intended as medium to
long-term investments but they could be sold on the market if necessary.
The maturities of the loan stock portfolio are as follows:
2022 2021
£000 £000
<1 year 1-2 years 2-5 years <1 year 1-2 years 2-5 years >5 years
Unquoted loan investments 2,800 887 1,286 5,957 600 1,501 479
An aged analysis of the unquoted loan investments included above, which are past due but not individually
impaired, is set out below. For this purpose these loans are considered to be past due when any payment due
date under the loan’s contractual terms (such as payment of interest) is received late or missed. The full value of
the loan is given even though, in some cases, the only default is in respect of interest.
2022 2021
£000 £000
<1 year 1-2 years <1 year
Loans to investee companies past due 600 886 3,135
17c Liquidity Risk
The risk to the Company relates to liabilities which fall due within one year. These liabilities are deemed immaterial
and as such the risk associated with them is minimal.
The Company needs to retain enough liquid resources to support the financing needs of its investment businesses.
To meet this aim the Company places its surplus funds in a mixture of bank interest deposit accounts, money
market funds and listed investment funds. Investments in liquid funds are held for the purpose of liquidity whilst
waiting for suitable qualifying investment opportunities to arise. The money market funds and listed investment
funds are closely monitored and could be realised at short notice if required, although there is some risk that
redemptions could be suspended in extreme market conditions.
The Company’s liquidity risk is managed on an ongoing basis by the Manager in accordance with policies and
procedures in place. The cash requirements of the Company in respect of each investment are assessed at regular
portfolio meetings.
The Company’s overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains
sufficient investments in cash and readily realisable securities to pay accounts payable and accrued expenses.
Of the Company’s assets 36.4 per cent (2021: 34.5 per cent) are in the forms of liquid cash and readily realisable
securities. There are no undrawn committed borrowing facilities at either year end. The Company does not have
a material amount of liabilities at the year end.

18. Capital Management
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 for
shareholders and benefits for other stakeholders; and
> To ensure sufficient liquid resources are available to meet the funding requirements of its investments and
to fund new investments where identified.
The Company has no external debt; consequently all capital is represented by the value of share capital,
distributable and other reserves. Total shareholder equity at 31 March 2022 was £159.53 million (2021: £110.36
million).
In order to maintain or adjust its capital structure the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets.
There have been no changes in capital management objectives or the capital structure of the business from the
previous year. The Company is not subject to any externally imposed capital requirements.
90 British Smaller Companies VCT plc Annual Report & Accounts
Notes to the
Financial Statements
(continued)
FINANCIAL STATEMENTS

British Smaller Companies VCT plc Annual Report & Accounts 91
BRITISH SMALLER COMPANIES VCT PLC
No: 03134749
Notice of the
Annual General Meeting
Ordinary Resolutions
(1) That the annual report and accounts for the year
ended 31 March 2022 be received.
(2) That the Directors' Remuneration Report for the year
ended 31 March 2022 be approved other than the
part of such report containing the Directors’
Remuneration Policy.
(3) That Mr A C N Bastin be re-elected as a director.
(4) That Mr J H Cartwright be re-elected as a director.
(5) That Mr R Cook be re-elected as a director.
(6) That Ms P Sapre be re-elected as a director.
(7) That BDO LLP be re-appointed as auditor to the
Company to hold office until the conclusion of the
next general meeting at which accounts are laid
before the Company and that the directors be
authorised to fix their remuneration.
(8) That the directors be and are hereby generally and
unconditionally authorised in accordance with
Section 551 of the Companies Act 2006 (the "Act")
to exercise all the powers of the Company to allot
shares in the Company or to grant rights to subscribe
for or to convert any security into shares in the
Company up to an aggregate nominal amount of
£8,000,000, during the period commencing on the
passing of this Resolution and expiring on the later
of 15 months from the passing of this Resolution or
the next Annual General Meeting of the Company
(unless previously revoked, varied or extended by
the Company in general meeting), but so that this
authority shall allow the Company to make before
the expiry of this authority offers or agreements
which would or might require shares in the Company
to be allotted, or rights to subscribe for or to convert
any security into shares to be granted, after such
expiry and that all previous authorities given to the
directors be and they are hereby revoked, provided
that such revocation shall not have retrospective
effect.
Special Resolutions
(9) That the directors be and are hereby empowered in
accordance with Section 570(1) of the Act during the
period commencing on the passing of this
Resolution and expiring at the conclusion of the
Company's next Annual General Meeting, or on the
expiry of 15 months following the passing of this
Resolution, whichever is the later, (unless previously
revoked, varied or extended by the Company in
general meeting), to allot equity securities (as
defined in Section 560 of the Act) for cash pursuant
to the general authority conferred upon the directors
in Resolution 8 above as if Section 561 of the Act did
not apply to any such allotment provided that this
power is limited to the allotment of equity securities
in connection with the allotment for cash of equity
securities up to an aggregate nominal amount of
£8,000,000, but so that this authority shall allow the
Company to make offers or agreements before the
expiry and the directors may allot securities in
pursuance of such offers or agreements as if the
powers conferred hereby had not so expired. This
power applies in relation to a sale of shares which is
an allotment of equity securities by virtue of Section
560(3) of the Act (treasury shares) as if in the first
paragraph of this Resolution the words "pursuant to
the general authority conferred upon the directors in
Resolution 8 above" were omitted.
(10) That, subject to the sanction of the High Court, the
amount standing to the credit of the share premium
account of the Company at the date an order is
made confirming such cancellation by the Court, be
and hereby is cancelled, and the amount by which
the share capital is so reduced be credited to a
reserve of the Company.
By order of the Board
The City Partnership (UK) Limited
Company Secretary
21 June 2022
Registered office:
5th Floor, Valiant Building, 14 South Parade, Leeds LS1 5QS
Information regarding the Annual General Meeting, including the
information required by section 311A of the Companies Act 2006, is
available from www.bscfunds.com.
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of the Company will be held at 33 St James
Square, London, SW1Y 4JS on 16 September 2022 at 9:30 am for the following purposes:
To consider and, if thought fit, pass the following resolutions:
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information

92 British Smaller Companies VCT plc Annual Report & Accounts
COMPANY INFORMATION
(a) Any member of the Company entitled to attend and
vote at the Annual General Meeting is also entitled
to appoint one or more proxies to attend, speak and
vote instead of that member. Any such appointment
can only be made using the procedures set out in
these notes and the notes of the Form of Proxy. A
member may appoint more than one proxy in relation
to the Annual General Meeting provided that each
proxy is appointed to exercise the rights attached to
a different share or shares held by that member. A
proxy may demand, or join in demanding, a poll. A
proxy need not be a member of the Company but
must attend the Annual General Meeting in order to
represent their appointer. A member entitled to
attend and vote at the Annual General Meeting may
appoint the Chairman or another person as their
proxy although the Chairman will not speak for the
member. A member who wishes their proxy to speak
for them should appoint their own choice of proxy
(not the Chairman) and give instructions directly to
that person. If you are not a member of the Company
but you have been nominated by a member of the
Company to enjoy information rights, you do not
have a right to appoint any proxies under the
procedures set out in these notes. Please read note
(k) below. Under section 319A of the Companies Act
2006, the Company must answer any question a
member asks relating to the business being dealt
with at the Annual General Meeting unless:
• answering the question would interfere unduly
with the preparation for the Annual General
Meeting or involve the disclosure of confidential
information;
• the answer has already been given on a website
in the form of an answer to a question; or
• it is undesirable in the interests of the Company
or the good order of the Annual General Meeting
that the question be answered.
(b) To be valid, a Form of Proxy must be completed and
signed and with the power of attorney or other written
authority, if any, under which it is signed or an office
or notarially certified copy or a copy certified in
accordance with the Powers of Attorney Act 1971 of
such power and written authority, must be delivered
to Link Group, PXS1, Central Square, 29 Wellington
Street, Leeds, LS1 4DL not less than 48 hours
(excluding weekends and public holidays) before the
time appointed for holding the Annual General
Meeting or adjourned meeting at which the person
named in the Form of Proxy proposes to vote. In the
case of a poll taken more than 48 hours (excluding
weekends and public holidays) after it is demanded,
the document(s) must be delivered as aforesaid not
less than 24 hours (excluding weekends and public
holidays) before the time appointed for taking the
poll, or where the poll is taken not more than 48
hours (excluding weekends and public holidays)
after it was demanded, be delivered at (and prior to
the commencement of) the meeting at which the
demand is made. If no voting indication is given in
the Form of Proxy, your proxy will vote (or abstain
from voting) as they think fit in relation to any matter
put to the Annual General Meeting.
(c) To be valid, any Form of Proxy or other instrument
appointing a proxy, must be returned by no later than
9:30 am on 14 September 2022 through any one of
the following methods:
i) by post, courier or (during normal business
hours only) hand to the Company’s UK
registrar at:
Link Group
PXS1
Central Square
29 Wellington Street
Leeds
LS1 4DL:
ii) electronically through the website of the
Company’s UK registrar at
www.signalshares.com; or
iii) in the case of shares held through CREST, via
the CREST system (see note (p) below);
(d) If you return more than one proxy appointment,
either by paper or electronic communication, the
appointment received last by the Registrar before
the latest time for the receipt of proxies will take
precedence. You are advised to read the terms and
conditions of use carefully. Electronic communication
facilities are open to all shareholders and those who
use them will not be disadvantaged.
(e) The return of a completed Form of Proxy, electronic
filing or any CREST Proxy Instruction (as described
in note (p) below) will not prevent a shareholder from
attending the Meeting and voting in person if they
wish to do so.
(f) In order to revoke a proxy instruction a member will
need to inform the Company by sending a signed
hard copy notice clearly stating the intention to
revoke the proxy appointment to Link Group, PXS1,
Central Square, 29 Wellington Street, Leeds, LS1
4DL. In the case of a member which is a company,
the revocation notice must be executed under its
common seal or signed on its behalf by an officer of
Notes:
Notice of the
Annual General Meeting
(continued)

British Smaller Companies VCT plc Annual Report & Accounts 93
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
the company or an attorney for the company. Any
power of attorney or any other authority under which
the revocation notice is signed (or a duly certified
copy of such power or authority) must be included
with the revocation notice. The revocation notice
must be received by Link Group before the Annual
General Meeting or the holding of a poll
subsequently thereto. If a member attempts to
revoke their proxy appointment but the revocation is
received after the time specified then, subject to note
(g) below, the proxy appointment will remain valid.
(g) Completion and return of a Form of Proxy will not
preclude a member of the Company from attending
and voting in person. If a member appoints a proxy
and that member attends the Annual General
Meeting in person, the proxy appointment will
automatically be terminated.
(h) Copies of the directors’ Letters of Appointment, the
Register of Directors’ Interests in the ordinary shares
of the Company, and a copy of the current articles of
association of the Company will be available for
inspection at the registered office of the Company
during usual business hours on any weekday
(weekends and public holidays excluded) from the
date of this Notice, until the end of the Annual
General Meeting and at the Annual General Meeting
venue itself for at least 15 minutes prior to and during
the meeting.
(i) Pursuant to Regulation 41 of the Uncertificated
Securities Regulations 2001, the Company has
specified that only those holders of the Company’s
shares registered on the Register of Members of the
Company as at close of business on 14 September
2022 or, in the event that the Annual General
Meeting is adjourned, on the Register of Members
at close of business on the day two days before the
time of any adjourned meeting, shall be entitled to
attend and vote at the said Annual General Meeting
in respect of such shares registered in their name at
the relevant time. Changes to entries on the Register
of Members after close of business on 14 September
2022 or, in the event that the Annual General
Meeting is adjourned, on the Register of Members
less than 48 hours before the time of any adjourned
meeting, shall be disregarded in determining the
right of any person to attend and vote at the Annual
General Meeting.
(j) As at 21 June 2022 the Company's issued share
capital comprised 186,260,145 ordinary shares of 10
pence each with a further 18,834,982 shares held in
treasury. Those treasury shares represented 9.2 per
cent of the total issued share capital (including
treasury shares) at the aforementioned date. Each
ordinary share carries one voting right at the Annual
General Meeting of the Company and so the total
number of voting rights in the Company as at 21
June 2022 was 186,260,145.
(k) If you are a person who has been nominated under
section 146 of the Companies Act 2006 to enjoy
information rights (“Nominated Person”):
• you may have a right under an agreement
between you and the member of the Company
who has nominated you to have information
rights (“Relevant Member”) to be appointed or
to have someone else appointed as a proxy for
the Annual General Meeting;
• if you either do not have such a right or if you
have such a right but do not wish to exercise
it, you may have a right under an agreement
between you and the Relevant Member to give
instructions to the Relevant Member as to the
exercise of voting rights; and
• your main point of contact in terms of your
investment in the Company remains the
Relevant Member (or, perhaps your custodian
or broker) and you should continue to contact
them (and not the Company) regarding any
changes or queries relating to your personal
details and your interest in the Company
(including any administrative matters). The only
exception to this is where the Company
expressly requests a response from you.
(l) A company which is a member can appoint one or
more corporate representatives who may exercise,
on its behalf, all its powers as a member provided
that no more than one corporate representative
exercises powers over the same share.
(m) In the case of joint members, any one of them may
sign the Form of Proxy. The vote of the person
whose name stands first in the register of members
of the Company will be accepted to the exclusion of
the votes of the other joint holders.
(n) A vote withheld is not a vote in law, which means that
the vote will not be counted in the calculation of votes
for or against the resolution. If no voting indication is
given on the Form of Proxy, the proxy will vote or
abstain from voting at their discretion. The proxy will
vote (or abstain from voting) as they think fit in
relation to any other matter which is put before the
Annual General Meeting.

94 British Smaller Companies VCT plc Annual Report & Accounts
(o) Members may not use any electronic address
provided either in this Notice of Annual General
Meeting, or any related documents (including the
Chairman's letter and Form of Proxy), to
communicate with the Company for any purposes
other than those expressly stated.
(p) CREST members who wish to appoint a proxy or
proxies through the CREST electronic proxy
appointment service may do so by using the
procedures described in the CREST Manual.
CREST Personal Members or other CREST
sponsored members, and those CREST members
who have appointed a service provider(s), should
refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate
action on their behalf. In order for a proxy
appointment or instruction made using the CREST
service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly
authenticated in accordance with Euroclear UK &
Ireland’s specifications, and must contain the
information required for such instruction, as
described in the CREST Manual (available via
www.euroclear.com/CREST). The message,
regardless of whether it constitutes the appointment
of a proxy or is an amendment to the instruction
given to a previously appointed proxy must, in order
to be valid, be transmitted so as to be received by
the issuer’s agent (ID RA10) not less than 48 hours
(excluding weekends and public holidays) before the
time of the Annual General Meeting. For this
purpose, the time of receipt will be taken to be the
time (as determined by the time stamp applied to the
message by the CREST Application Host) from
which the issuer’s agent is able to retrieve the
message by enquiry to CREST in the manner
prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST
should be communicated to the appointee through
other means.
Notice of the
Annual General Meeting
(continued)
COMPANY INFORMATION

British Smaller Companies VCT plc
Form of Proxy
I / We
of
To be used at the Annual General Meeting of the Company
to be held at 33 St James Square, London, SW1Y 4JS on 16 September 2022 at 9:30 am
being a member/members of the above named Company entitled to attend and vote at the Annual General Meeting
of the Company hereby appoint the Chairman of the Annual General Meeting or (see notes (2) to (6))
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 16
September 2022 at 9:30 am and at any adjournment thereof.
n
Please tick here if this proxy is one of multiple proxy appointments being made (see note 2)
My/our proxy is to vote on the resolutions as indicated below. Please indicate with an “x” how you wish your vote to be
cast. If no voting indication is given, your proxy will vote or abstain from voting on the resolutions at their discretion.
For Against Withheld
Ordinary Resolutions
1. To receive the annual report and accounts
n n n
2. To approve the Directors' Remuneration Report
n n n
3. To re-elect Mr A C N Bastin as a director
n n n
4. To re-elect Mr J H Cartwright as a director
n n n
5. To re-elect Mr R Cook as a director
n n n
6. To re-elect Ms P Sapre as a director
n n n
7. To re-appoint BDO LLP as auditor
n n n
8. To authorise the directors to allot shares
n n n
Special Resolutions
9. To waive pre-emption rights in respect of the allotment of shares
n n n
10. To cancel, subject to the sanction of the High Court, the share premium account
n n n
Please refer to notes overleaf.
Please complete, sign and date, detach and return the Form of Proxy in the pre-paid envelope provided OR alternatively
submit your proxy vote using the on-line facility at www.signalshares.com. You will be asked to enter your investor code,
surname and postcode to be able to lodge your vote. Your investor code can be found on your share certificate or recent
tax voucher.
Signature Dated 2022
Strategic Report Financial Overview Corporate Governance Independent Auditor’s Report Financial Statements Company Information
British Smaller Companies VCT plc Annual Report & Accounts 95

96 British Smaller Companies VCT plc Annual Report & Accounts
NOTES
1. The Notice of the Annual General Meeting is set out on pages
91 to 94 of the annual report.
2. Any member of the Company entitled to attend and vote at the
Annual General Meeting is also entitled to appoint one or more
proxies to attend, speak and vote instead of that member. Any
such appointment can only be made using the procedures set
out in these notes and set out in the Notice of the Annual General
Meeting. A member may appoint more than one proxy in relation
to the Annual General Meeting provided that each proxy is
appointed to exercise the rights attached to a different share or
shares held by that member. A proxy may demand, or join in
demanding, a poll. A proxy need not be a member of the
Company but must attend the Annual General Meeting in order
to represent their appointer. A member entitled to attend and vote
at the Annual General Meeting may appoint the Chairman or
another person as their proxy although the Chairman will not
speak for the member. A member who wishes their proxy to
speak for them should appoint their own choice of proxy (not the
Chairman) and give instructions directly to that person.
3. If you wish to appoint a proxy of your own choice delete the
words “the Chairman of the Annual General Meeting” and insert
the name and address of the person whom you wish to appoint
in the space provided.
4. To be valid, a Form of Proxy and the power of attorney or other
written authority, if any, under which it is signed or an office or
notarially certified copy or a copy certified in accordance with the
Powers of Attorney Act 1971 of such power and written authority,
must be delivered to Link Group, PXS1, Central Square, 29
Wellington Street, Leeds, LS1 4DL not less than 48 hours
(excluding weekends and public holidays) before the time
appointed for holding the Annual General Meeting or adjourned
meeting at which the person named in the Form of Proxy
proposes to vote. In the case of a poll taken more than 48 hours
(excluding weekends and public holidays) after it is demanded,
the document(s) must be delivered as aforesaid not less than 24
hours (excluding weekends and public holidays) before the time
appointed for taking the poll, or where the poll is taken not more
than 48 hours (excluding weekends and public holidays) after it
was demanded, be delivered at (and prior to the commencement
of) the meeting at which the demand is made. If you would like
to submit your form of proxy using the web-based voting facility
go to www.signalshares.com. You will be asked to enter your
investor code, surname and postcode to be able to lodge your
vote. Your investor code can be found on your share certificate
or recent tax voucher.
5. Any alterations to the Form of Proxy must be initialled by the
person who has signed the Form of Proxy.
6. In order to revoke a proxy instruction a member will need to
inform the Company by sending a signed hard copy notice clearly
stating the intention to revoke the proxy appointment to Link
Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1
4DL. In the case of a member which is a company, the revocation
notice must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the
company. Any power of attorney or any other authority under
which the revocation notice is signed (or a duly certified copy of
such power or authority) must be included with the revocation
notice. The revocation notice must be received by Link Group
before the Annual General Meeting or the holding of a poll
subsequently thereto. If a member attempts to revoke their proxy
appointment but the revocation is received after the time
specified then, subject to Note 9 below, the proxy appointment
will remain valid.
7. In the case of a company, this Form of Proxy must be executed
under its common seal or signed on its behalf by its attorney or
a duly authorised officer of the company.
8. In the case of joint shareholders, any one of them may sign. The
vote of the person whose name stands first in the register of
members will be accepted to the exclusion of the votes of the
other joint holders.
9. Completion and return of a Form of Proxy will not preclude a
member of the Company from attending and voting in person. If
a member appoints a proxy and that member attends the Annual
General Meeting in person, the proxy appointment will
automatically be terminated.
10. A vote withheld is not a vote in law, which means that the vote
will not be counted in the calculation of votes for or against the
resolution. If no voting indication is given, the proxy will vote or
abstain from voting at their discretion on any other matter which
is put before the Annual General Meeting.
11. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so by
using the procedures described in the CREST Manual. CREST
Personal Members or other CREST sponsored members, and
those CREST members who have appointed a service
provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on
their behalf.
Please complete, sign and date, detach and return the Form of
Proxy in the pre-paid envelope provided.
COMPANY INFORMATION
Form of Proxy
(continued)

Manager
YFM Private Equity Limited
5th Floor, Valiant Building
14 South Parade
Leeds
LS1 5QS
Registrars
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Solicitors
Howard Kennedy LLP
No.1 London Bridge
London
SE1 9BG
Stockbrokers
Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
Financial Adviser
Brewin Dolphin Limited
34 Lisbon Street
Leeds
LS1 4LX
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
VCT Tax Adviser
Philip Hare & Associates LLP
Hamilton House
1 Temple Avenue
London
EC4Y 0HA
Bankers
Santander UK plc
44 Merrion Street
Leeds
LS2 8JQ
Company Secretary
The City Partnership (UK) Limited
110 George Street
Edinburgh
EH2 4LH
Promoter
RAM Capital Partners LLP
4 Staple Inn
London
WC1V 7QH
Advisers to
the Company
Registered Offices of
Significant Holdings
ACC Aviation Group Limited:
Belgrave House,
39-43 Monument Hill,
Weybridge, Surrey, KT13 8RN
Arcus Global Limited:
Future Business Centre,
Kings Hedges Road,
Cambridge, Cambridgeshire, CB4 2HY
DisplayPlan Holdings Limited:
Clare House, High Street,
Baldock, Hertfordshire, SG7 6BE
EL Support Services Limited,
NB Technology Services Limited,
OC Engineering Services Limited,
SH Healthcare Services Limited,
SP Manufacturing Services Limited:
5th Floor, Valiant Building,
14 South Parade,
Leeds, LS1 5QS
Intelligent Office UK
(IO Outsourcing Limited t/a Intelligent
Office):
60 Chiswell Street,
London, England, EC1Y 4AG
Macro Art Holdings Limited:
Eltisley Business Park,
Potton Road, Abbotsley,
St. Neots, Cambridgeshire,
PE19 6TX
Ncam Technologies Limited:
8/9 Carlisle Street,
London, W1D 3BP
Sipsynergy Limited (via Hosted
Network Services Limited):
Wessex House,
Upper Market Street,
Eastleigh, Hampshire,
England, SO50 9FD
Wakefield Acoustics (via Malvar
Engineering Limited):
Flush Mills Westgate,
Heckmondwike,
Wakefield, West Yorkshire, WF16 0EN
COMPANY INFORMATION

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