ProVen VCT plc
Annual Report & Accounts
Year ended 28 February 2025
Managed by
Angus Drummond (middle)
FOUNDER & CEO
LIMITLESS TRAVEL
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Annual Report & Accounts 2025
2
Contents
3 Fund Overview
4 Chair’s Statement
8 Investment Manager’s Review
12 Investment Activity
14 Investment Portfolio and Review of Investments
21 ESG Report
23 Board of Directors
24 Strategic Report
36 Directors’ Report
40 Statement of Corporate Governance
46 Directors’ Remuneration Report
50 Independent Auditor’s Report
58 Income Statement
59 Statement of Changes in Equity
62 Statement of Financial Position
63 Statement of Cash Flows
64 Notes to the Accounts
80 Shareholder Information
81 Company Information
82 Notice of Annual General Meeting
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Fund Overview
* Key Performance Indicator (see page 28)
† Alternative Performance Measure (see page 28)
Ordinary Shares as at: 28 February 2025 29 February 2024
Net asset value per Ordinary Share 62.9p 65.2p
Dividends paid since launch of
current share class*†
87.5p 84.25p
Total return (net asset value plus dividends
paid since launch of current share class)*†
150.4p 149.45p
Year on year change in:
Net asset value per Ordinary Share
(adjusted for dividends paid in the year)*†
1.5% 4.9%
Dividends:
Dividends paid and payable in respect of year 3.25p 3.25p
Dividend yield*† 5.1% 5.1%
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Chair’s Statement
I have pleasure in presenting the Annual Report for ProVen VCT plc (the “Company”) for the year
ended 28 February 2025. The past twelve months have continued to be challenging in both
macroeconomic and geopolitical terms. The UK economy showed signs of increasing economic
stability in the first half of the year with falling inflation and interest rates. However, the Budget in
October 2024, which was inflationary for companies in terms of National Insurance increases,
combined with continued political disruption in other parts of the world mean that economic
conditions in the UK remain challenging, particularly for young businesses. It is pleasing to see
that, despite this backdrop, your Company has generated a small positive NAV total return (net
asset value (“NAV”) per share plus dividends) for the year ended 28 February 2025, as described
below.
Results for the Year
The Company’s total return per share for the year was 1.5%,
which is attributable mainly to the profitable exit from Lupa
Foods as well as an overall uplift in unrealised portfolio
valuations.
The return on ordinary activities for the year was £2.5 million,
or 0.9p per share (2024: £8.3 million, or 3.4p per share),
comprising a revenue profit of £0.6 million, or 0.2p per share
(2024: £1.2 million, or 0.5p per share) and a capital profit of
£1.9 million, or 0.7p per share (2024: £7.1 million, or 2.9p per
share). The revenue profit resulted primarily from interest
income on cash held awaiting investment over the year. The
capital profit was driven by realised and unrealised gains in
the portfolio of £2.0 million and £2.5 million respectively,
offset in part by investment management fees. A breakdown
of portfolio additions, disposals and valuation movements
can be found in the Investment Manager’s Review on pages
8 to 11 of this Report.
Dividends
During the year ended 28 February 2025, the Company paid
a final dividend of 1.75p per share on 16 August 2024 to
Shareholders on the register at 19 July 2024, in respect of the
year ended 29 February 2024. The Company also paid an
interim dividend in respect of the year ended 28 February
2025 of 1.5p per share on 17 January 2025, to Shareholders
on the register at 20 December 2024.
Your Board is proposing a final dividend for the year ended
28 February 2025 of 1.75p per share to be paid on 15 August
2025 to Shareholders on the register on 18 July 2025. The
payment of this dividend will result in an equivalent reduction
in the Company’s NAV per share.
The total tax-free dividends of 3.25p per share for the year
ended 28 February 2025 represents a cash return to
Shareholders of 5.1% on the opening NAV per share at
1 March 2024, after deducting the prior year’s final dividend
of 1.75p per share.
I would like to take the opportunity to remind Shareholders
that your Company operates a Dividend Reinvestment
Scheme (“DRIS”). The DRIS provides Shareholders with the
opportunity to reinvest their cash dividends into new shares
in the Company at the latest published NAV per share. New
shares allotted via the DRIS attract the same tax reliefs as
shares purchased through an offer for subscription.
Shareholders who would like to join the scheme for any future
dividends can do so by following the instructions set out on
page 80 or by contacting Beringea (“the Investment
Manager”) at info@beringea.co.uk
.
Portfolio Activity and Valuation
The Company invested a total of £9.6 million in the year
(2024: £7.4 million), with two new companies added to the
portfolio at a cost of £3.8 million, and follow-on investments
totalling £5.8 million in six existing portfolio companies.
The Company also saw exit activity within the portfolio, with
the sale of Lupa Foods generating a 5.4x return over the life
of the investment. The Company also received further
proceeds from the ongoing solvent liquidation of
Buckingham Gate Financial Services during the year. In
addition, contingent proceeds were received during the year
relating to the sale of Blis Media, a portfolio company exited
in a prior year.
The value of the unrealised portfolio increased over the year
by £2.5 million. MPB continued to perform strongly, and both
Farmer J and Litta delivered healthy growth. However,
companies including Lumar, Fnatic and Cogora saw their
unrealised valuations decline in the year due to challenging
market conditions. It is worth noting that the positive
outcome for the year at an overall portfolio level reminds us of
the benefit of holding a well-diversified portfolio of
investments.
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Annual Report & Accounts 2025
Further information about key developments at existing
portfolio companies is given in the Investment Manager’s
Review on pages 8 to 11 of this Report.
Fundraising Activities
As communicated in the Company’s Half Yearly Report, a
combined offer for subscription with ProVen Growth and
Income VCT plc (“ProVen Growth and Income VCT”)
launched on 16 January 2024, which closed to new
applicants on 27 September 2024 with gross proceeds of
£13.7 million raised for the Company.
The Company launched a further combined offer for
subscription with ProVen Growth and Income VCT on
6 November 2024 to raise up to £15 million per company,
with an over-allotment facility of a further £5 million per
company. On 22 April 2025, the Company announced that it
would extend the offer until 30 September 2025. As at
4 June 2025 (the latest date prior to publication of this
document), £12.0 million of gross proceeds have been raised
for the Company to date.
Share Buybacks
The Company has a policy of buying back shares that
become available in the market at a discount of
approximately 5% to the latest published net asset value,
subject to the Company having sufficient liquidity. The
Company retains Panmure Liberum to act as its corporate
broker. Shareholders who are considering selling their shares
should contact Panmure Liberum who will be able to provide
details of the price at which the Company is buying shares.
Contact details are on page 80 of this Report.
During the year, the Company bought back 13,857,760
Ordinary Shares at an average price of 60.65p per share and
for an aggregate consideration of £8,405,000. This
represented 5.4% of the Company’s issued share capital at
the start of the year. All shares were subsequently cancelled.
A special resolution to allow the Company to continue to
make market purchases of its own shares of up to 14.99% of
the share capital for cancellation will be proposed at the
forthcoming Annual General Meeting (“AGM”).
Environmental, Social & Governance (ESG)
The Board encourages the Investment Manager’s
commitment to ensuring ESG principles are high on the
agenda for the early-stage companies in which your
Company invests. Further detail on the Investment
Manager’s approach to ESG, including its role in founding
and building ESG_VC, can be found in the Investment
Manager’s Review on pages 8 to 11 of this Report.
25 years of ProVen VCT
On 10 April 2025, ProVen VCT marked 25 years since its
launch. Since its admission to the market in 2000, ProVen
VCT – alongside ProVen Growth and Income VCT – has
played a critical role in many success stories of UK
entrepreneurship, supporting the growth and ambition of
innovative companies while delivering returns for its
Shareholders.
Over the coming year, we will mark the anniversary of the
Company with a series of updates and insights for
Shareholders, reflecting on our key milestones and
achievements over the past 25 years. Shareholders will be
able to access these insights through the ProVen VCTs
website (www.proveninvestments.co.uk/vct/proven-vcts
) and
through attending our Annual Shareholder Event, which you
can find further information on below.
Board
As I mentioned in the Half Yearly Report, Barry Dean retired
from the Board on 17 October 2024. Again, I thank Barry for
the very substantial contribution that he made to the success
of the Company.
Following a formal selection process, the Board appointed
James Barbour-Smith as a non-executive Director on 22 July
2024. James has also taken on the role of Chair of the Audit
Committee upon Barry’s retirement. James brings to the
Board extensive experience of private equity portfolio
management. Further details of his experience can be found
on page 23.
In addition, Malcolm Moss, who has been a Director of the
Company since 2007, will be stepping down from the Board
with effect from 15 July 2025. I would like to thank Malcolm,
on behalf of the Board and the Shareholders, for the very
substantial contribution that he has made to the success of
the Company during his time as a Director. Malcolm will
continue in his role with the Manager.
Annual General Meeting
The next AGM of the Company will be held at the offices of
Beringea LLP, at Charter House, 55 Drury Lane, London,
WC2B 5SQ at 12:00pm on Tuesday, 15 July 2025. Those
intending to attend the AGM are asked to register their
intention by emailing info@beringea.co.uk
in advance of the
meeting.
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Chair’s Statement (cont.)
We understand that attendance in person may not be
possible or desirable for all who wish to attend. Therefore, the
Company offers Shareholders the option to follow
proceedings of the meeting via video conference link. Any
Shareholders who wish to follow the meeting remotely,
should email info@beringea.co.uk
for joining instructions.
Please note that Shareholders will not be able to vote or ask
questions at the AGM when joining remotely. Shareholders
are encouraged, even if they are planning to attend the AGM
in person, to exercise their votes by submitting their proxy
electronically via their Signal Shares account at
www.signalshares.com
and to appoint the Chair of the AGM
as their proxy with their voting instructions.
Shareholders who wish to submit questions in advance of
the AGM may do so via e-mail to info@beringea.co.uk
and
the Board will endeavour to respond to questions raised at
the meeting.
Full details of the business to be conducted at the AGM
are given in the Notice of Annual General Meeting on
pages 82 to 83 of this Report.
Shareholder Event
The Company’s Annual Shareholder Event continues to be
well received and provides an important opportunity for
Shareholders to hear from the Investment Manager on topics
such as performance and investment activity, to ask
questions of your Board, and to receive insights and updates
from the portfolio companies.
With a shareholder base of more than 12,000, we feel it is
important to provide access to this event for Shareholders
throughout the country and we therefore host the Annual
Shareholder Event online. This year’s event has been
scheduled for 10:30am to 11:45am on Tuesday, 15 July 2025
and I would encourage you to join us for the session.
Shareholders who register in advance their intention to
attend in person the AGM, which takes place immediately
after the Shareholder Event, will be able to watch the
Shareholder Event on a screen at Beringea’s offices.
You can sign up for the Annual Shareholder Event at
proven.connec
tid.cloud. If you have any questions about the
event or if you would like any support with registering, then
please contact Beringea via events@beringea.co.uk.
VCT Regulatory Developments
During the course of the year in review, we were pleased to
see the Government implementing their promise to
introduce legislation as part of the Finance Act 2023 to
enable the extension of the “Sunset Clause” to 6 April 2035.
On 3 September 2024, the relevant Treasury Order was laid
before Parliament, making the extension of the “Sunset
Clause” official.
The Investment Manager continues to be well represented at
the VCTA, BVCA, AIC and other key bodies and will work with
these to further develop the industry.
Unsolicited Communication with
Shareholders
While we are not aware of any instances in the last year, we
have in prior years been informed that some Shareholders in
ProVen VCT plc have received unsolicited phone calls, in
which the caller has sought to discuss their shareholdings.
We have previously advised all Shareholders that these calls
may be associated with an attempted fraud, and
Shareholders should not engage with the caller. If you do
receive a suspect call, we strongly suggest that you hang up
as soon as possible, and contact the Investment Manager.
The FCA has published useful guidance for shareholders on
how to protect themselves from scams, which you may wish
to read. You can find it online at:
https://www.fca.org.uk/consumers/protect-yourself-scams.
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Outlook
Despite the positive performance seen at the portfolio level
in the year under review, your board remains cautious as we
look ahead to continuing economic and geopolitical
turbulence. The cost pressures faced by UK businesses over
the last few years show no sign of easing in the short term
and, should US tariffs become a permanent reality, those
pressures will only increase.
The Investment Manager is experienced in supporting
young, growing companies to navigate through challenging
market conditions, and is liaising with those portfolio
companies most likely to be affected by tariffs to ensure that
they are taking appropriate mitigating action where possible.
Your Board remains confident in the portfolio’s ability to yield
steady growth over the coming years, and therefore
anticipates that the Company will deliver the target returns to
Shareholders over the medium to longer term.
Neal Ransome
Chair
5 June 2025
Annual Report & Accounts 2025
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Investment Manager’s Review
We are pleased to present our annual review for the year ended 28 February 2025. Despite a
challenging economic backdrop, the investment portfolio generated a positive return for the
Company, due to profitable exit activity and an overall increase in unrealised valuations.
During the year, the Company deployed £9.6 million into new
and follow-on investments. The investment portfolio
generated the profitable exit from Lupa Foods, which was
realised in January 2025 at a 5.4x return on cost over the life
of the investment.
At 28 February 2025, the Company’s venture capital portfolio
comprised 53 investments at a cost of £117.4 million and a
valuation of £128.4 million, an overall increase of 9.4% on
cost.
The Company has issued 18,416,864 Ordinary Shares for an
aggregate gross consideration of £12.0 million under the
combined offer for subscription with ProVen Growth and
Income VCT which launched on 6 November 2024. Net
proceeds for the Company after share issue costs were
£11.5 million. This, along with the proceeds of the previous
share offer, means the Company remains well placed to take
advantage of new investments opportunities, and to provide
further support to current portfolio companies where
appropriate.
Investment Activity
New investments
The largest new investment in the period was made in March
2024 into Iceberg Data Lab (£2.5 million), a provider of
climate and biodiversity data solutions for financial
institutions.
In February 2025, a new investment was made into VRAI
(£1.3 million). VRAI’s technologies enable greater data-driven
insight to be obtained from simulator-based training.
Follow-on investments
The Company continued to support the development and
growth of its existing portfolio companies, providing
£5.8 million of further funding to six companies during the year.
In March 2024, the Company invested £0.9 million and
£0.3 million into Moonshot and Dealroom respectively.
Moonshot is a data analytics company which provides
technology and methodologies to identify and mitigate online
harms. Dealroom is a global provider of data and intelligence
on startups and technology ecosystems.
In May 2024, the Company invested £1.4 million into Gorilla, a
company offering a set of cloud-based data processing
solutions, enabling complex pricing, forecasting and portfolio
analysis for energy and utilities companies. This was part of a
larger £20m Series B funding round, led by a large U.S.-based
growth investor. This will enable the company to accelerate the
rate at which it is able to expand, taking advantage of the large
international demand for its products.
In August 2024, the Company invested £1.4 million into MOTH,
a premium ready-to-drink cocktail brand.
The Company also invested £0.1 million into Social Value Portal
in December 2024.
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Also, historic accrued loan interest in Disposable Cubicle
Curtains Limited (t/a Hygenica) was converted into equity at a
cost of £1.7 million.
Investment disposals
The portfolio generated a significantly profitable exit in the
year. In January 2025, the Company disposed of its holding
in Lupa Foods for proceeds of £5.4 million, including a small
portion of contingent proceeds, representing a 5.4x return
over the life of the investment.
The Company also received proceeds of £0.1 million from
Buckingham Gate Financial Services as part of its ongoing
solvent liquidation.
Finally, the Company disposed of its remaining holding in
Zoovu, which had been fully written down in prior years.
Key developments at existing portfolio companies
The unrealised portfolio saw an underlying increase of
£2.5 million over the year, driven by strong trading
performance at several portfolio companies.
MPB’s strong performance generated a valuation increase of
£2.9 million. Farmer J’s valuation increased by £1.9 million,
primarily due to increased revenues from its growing portfolio
of sites. Litta has also performed well, resulting in an increase
in valuation of £1.4 million.
However, valuation decreases were seen in a small number
of companies over the year. Lumar, Fnatic and Cogora all
traded behind budget resulting in valuation decreases of
£2.3 million, £1.7 million and £1.6 million respectively.
Further detail on the Investment Portfolio is provided on
pages 14 and 15 and in the Review of Investments on
pages 16 to 20.
Other News & Developments
Notable Developments at Portfolio Companies
During the year, many members of the portfolio achieved
significant milestones that highlighted their ongoing growth,
innovation, and business leadership.
Social Value Portal, the platform for measuring and
maximising social impact, received the TECH4GOOD award
at the Investor Allstars 2024, one of Europe’s leading awards
for the venture capital ecosystem. The award recognises
companies that deliver social, environmental, or economic
impact alongside financial profit.
Farmer J maintained its busy programme of expansion
throughout London, adding five new sites over the past
12 months. Its latest site – located in Marylebone – brought
its total number of sites to 15 and further supported its
growth in turnover throughout the year.
Three of the ProVen VCTs’ portfolio companies were included
in the inaugural ‘Sifted 250’ – a ranking of Europe’s 250
fastest-growing startups by revenue over the past three
years. Learnerbly, Plum Guide, and Gorilla featured among
the companies recognised for their rapid revenue growth by
Sifted, Europe’s leading media outlet covering the start-up
ecosystem.
LITTA – the on-demand, ethical, waste removal platform – was
named Tech Company of the Year at the UK Business Tech
Awards 2024. The judges noted how LITTA’s technology
Annual Report & Accounts 2025
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Investment Manager’s Review (cont.)
platform is transforming bulky waste disposal with greater
efficiency and sustainability.
Moonshot, which provides technologies and methodologies
for mitigating online harms, also launched its first office in
Canada. Based in Toronto, the Moonshot team there will
build on the company’s significant work in the country, which
has included its support of Public Safety Canada since 2016
and its role in developing the country’s first online violence
prevention model.
Portfolio Value-Add Initiative
The Investment Manager’s Portfolio Value-Add Initiative, aimed
at assisting companies in managing growth challenges and
harnessing commercial opportunities, continues to be an
important aid to the leadership teams of portfolio companies.
The initiative is led by Harry Thomas, the Manager’s Portfolio
Director, with support from Vanessa Evanson-Goddard (General
Counsel), and Henry Philipson (Director of Marketing and
Communications). Together, the team provides both ad-hoc and
structured support on a range of topics from recruitment to
marketing and fundraising.
The Beringea Scale-Up Academy is one of the primary pillars of
the Value-Add Initiative, offering a year-round programme of
events for portfolio leadership teams. In the year to 28 February
2025, the Academy hosted nine webinars for the leadership
teams of portfolio companies on topics including cyber security,
the use of artificial intelligence within operations and customer
service, and the economic outlook for 2025.
The Portfolio Value-Add Initiative also offers a range of
services to support portfolio companies in their growth
journey. These include: identifying existing and potential
service providers and negotiating group discounts;
establishing a central database of information and contacts
related to key operational and strategic concerns for
companies; hosting in-person and online events for sharing
knowledge and ideas; building relationships with external
stakeholders, including investors, customers and suppliers;
helping to identify potential acquisition or exit opportunities;
and encouraging companies to consider and adopt ESG
initiatives.
Environmental, Social and Governance (ESG)
The Investment Manager continues to expand its initiatives
focused on driving improved performance in ESG factors,
both internally and across portfolio companies.
To evaluate impact and improvement in its internal operations,
the Investment Manager has developed an ESG committee
responsible for assessing and strengthening the firm’s
approach to sustainability, diversity and inclusion, and
governance. The Investment Manager is also a signatory of the
Investing in Women Code, submitting annual data on the
diversity of companies in the portfolio and investment pipeline.
Since 2021, the Investment Manager has led the growth of
ESG_VC, an industry initiative focused on providing portfolio
companies and their investors with the tools to measure and
improve ESG performance. In January 2025, ESG_VC
merged with VentureESG, a complementary organisation
focused on embedding ESG best practice within venture
capital firms and limited partners. The Investment Manager
continues to play an active role in leading the combined
organisation, in turn providing valuable opportunities for the
firm and the portfolio.
Further details on these initiatives can be found in the ESG
Report at page 21 of this Report.
Post Year-End Developments
Between 28 February 2025 and the date of signing the
Annual Report & Accounts, the Company issued 16,486,817
Ordinary Shares for an aggregate consideration of
£10.8 million under the combined offer for subscription with
ProVen Growth and Income VCT plc which launched on
6 November 2024. Share issue costs thereon amounted to
£0.5 million.
Since the year end, the Company has made one new
investment and two follow-on investments. In March 2025,
£1.2 million was invested into Limitless Travel, an innovative
travel company specialising in accessible holidays for people
with disabilities and restricted mobility. Also in March, a
further follow-on investment of £0.2 million was made into
MOTH.
In April, a small follow-on investment of £0.1 million was
made into Mojo.
Outlook
We continue to be satisfied with the overall performance of
the investment portfolio. While it is the nature of venture
capital investment that some portfolio companies will
perform better than others, many businesses in the
Company’s portfolio are going from strength to strength,
despite the challenging economic conditions seen over the
last twelve months. For the small number of portfolio
companies that have been negatively affected by market
headwinds, we are working closely with them to support
them in returning to growth.
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Although the proposals remain unclear, import tariffs
imposed by the U.S. government, and other countries’
reaction to these, are likely to have a significant negative
effect on the global economy during the remainder of this
year and into next year. We are working closely with our
portfolio companies to identify and mitigate the effects of this
economic turbulence, and we believe that the majority have
strong foundations which will allow them to withstand any
challenges which may arise. There may also be opportunities
arising from the re-alignment of global trade, and we will
support the portfolio on taking advantage of these where
relevant.
With a robust portfolio of investments, and a healthy current
asset position which will allow us to take advantage of new
investment opportunities as they arise and to provide follow-
on investment where appropriate, we remain cautiously
optimistic about the future.
Beringea LLP
5 June 2025
Annual Report & Accounts 2025
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Annual Report & Accounts 2025
Main Head
Annual Report & Accounts 2025
Investment Activity
Investment activity during the year is summarised as follows:
Cost
Additions £’000
Iceberg Data Lab SAS 2,474
Disposable Cubicle Curtains Limited (t/a Hygenica)* 1,701
Gorillini NV (t/a Gorilla) 1,415
Mothership Drinks Ltd (t/a MOTH) 1,400
True Communication Technologies Ltd (t/a VRAI) 1,315
Moonshot CVE Ltd 910
Dealroom.co B.V 299
Social Value Portal Ltd 133
Total 9,647
* The investment of £1.7 million into Disposable Cubicle Curtains Limited (t/a Hygenica) shown above represents the conversion
of historic accrued loan interest into equity.
The total cost of additions in the year of £9,647,000 as shown above is higher than that shown in the Statement of Cash Flows of
£5,502,000 due to:
• £2,474,000 of investment funds being treated as a debtor in the previous year end Accounts due to funds having been
transferred to the lawyers’ account prior to the year end, but the investment not closing until after the year end;
• £30,000 of legal costs associated with the purchase of investments was recognised in creditors at the previous year end
as they were not paid until after the year end; and
• the conversion of £1,701,000 of historic accrued loan interest into equity in Disposable Cubicle Curtains Limited
(t/a Hygenica) was not a cash transaction.
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Annual Report & Accounts 2025
13
Realised gain/ Realised gain
Market value Disposal (loss) against during
Cost at 01/03/24 proceeds cost the year
Disposals £’000 £’000 £’000 £’000 £’000
Lupa Foods Limited 694 3,604 5,416 4,722 1,812
Blis Global Ltd – – 256 256 256
Buckingham Gate Financial
Services Limited – 57 59 59 2
Zoovu Limited (t/a Smart Assistant) 637 – – (637) –
Total 1,331 3,661 5,731 4,400 2,070
Of the disposals above, Blis Global Ltd was realised in a prior period, but contingent proceeds were recognised in the current
period in excess of the amounts previously accrued.
Total disposal proceeds of £5,731,000 as shown above is higher than that shown in the Statement of Cash Flows of £4,798,000.
The difference arises due to a contingent proceeds debtor of £933,000 held at the year end.
The figure for realised gain during the year as shown above of £2,070,000 is higher than that shown in the Income Statement of
£2,047,000 due to a contingent proceeds debtor of £23,000 held at the previous year end.
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 13
The following investments were held at 28 February 2025:
Valuation
movement
Venture capital investments Cost Valuation in year % of portfolio
(by value) £’000 £’000 £’000 by value
MPB Group Limited 1,684 11,182 2,923 6.7%
Gorillini NV (t/a Gorilla) 4,624 8,996 (714) 5.4%
Luxury Promise Limited 5,680 8,822 (767) 5.3%
Infinity Reliance Limited (t/a My 1st Years) 4,731 7,416 291 4.4%
Social Value Portal Ltd 2,590 6,154 606 3.7%
Access Systems, Inc. (t/a AccessPay) 3,737 5,989 1,255 3.6%
Picasso Labs, Inc. (t/a CreativeX) 2,729 5,931 656 3.5%
Farmer J Limited 3,670 5,526 1,856 3.3%
Moonshot CVE Ltd 2,298 4,646 1,075 2.8%
Dealroom.co B.V. 3,005 4,297 117 2.6%
Dash Brands Ltd 2,718 4,289 440 2.6%
Utilis Israel Ltd (t/a Asterra) 1,809 4,279 2 2.5%
Litta App Limited 1,797 4,020 1,449 2.4%
WS HoldCo, PBC (t/a WiredScore) 3,733 3,676 3 2.2%
Not Another Beer Co Ltd (t/a Lucky Saint) 2,797 3,244 297 1.9%
Chattermill Analytics Limited 2,793 2,793 – 1.7%
Papier Ltd 2,770 2,770 – 1.7%
Second Nature Healthy Habits Ltd 2,158 2,706 548 1.6%
Litchfield Media Limited* 1,405 2,685 (61) 1.6%
Doctify Limited 2,222 2,541 318 1.5%
Iceberg Data Lab SAS 2,474 2,382 (92) 1.4%
Rapid Charge Grid Limited* 2,073 2,191 160 1.3%
Mothership Drinks Ltd (t/a MOTH) 1,763 2,040 181 1.2%
DeepCrawl Holding Company, Inc. (t/a Lumar) 3,827 1,979 (2,350) 1.2%
Andersen EV plc (formerly EVIOS plc) 1,400 1,665 266 1.0%
True Communication Technologies Ltd (t/a VRAI) 1,315 1,589 273 0.9%
Arctic Shores Limited 1,591 1,569 – 0.9%
YardLink Ltd 2,680 1,539 (1,141) 0.9%
Stylescape Limited (t/a EDITED) 1,500 1,500 – 0.9%
EMS Operations Ltd (t/a Archdesk) 2,944 1,406 (1,047) 0.8%
As at 28 February 2025
Annual Report & Accounts 2025
14
Investment Portfolio
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 14
Valuation
movement
Venture capital investments Cost Valuation in year % of portfolio
(by value) £’000 £’000 £’000 by value
Plum Limited (t/a Plum Guide) 2,826 1,086 (26) 0.6%
Enternships Limited (t/a Learnerbly) 924 924 – 0.6%
Andcrafted Ltd (t/a Plank Hardware) 913 913 – 0.5%
Been There Done That Global Limited 1,551 906 (98) 0.5%
Honeycomb.TV Limited* 900 900 370 0.5%
Mojo Men Ltd 875 875 – 0.5%
Cogora Group Limited** 2,643 585 (1,624) 0.3%
ZenCity Technologies Ltd
(formerly Commonplace Digital Limited) 1,880 426 (235) 0.3%
DeepStream Technologies Limited 1,256 399 (293) 0.2%
Simplestream Limited** 191 344 – 0.2%
94,476 127,180 4,638 75.7%
Other venture capital investments 22,915 1,230 (2,184) 0.7%
Total venture capital investments 117,391 128,410 2,454 76.4%
Cash at bank and current asset investments 39,571 23.6%
Total investments 167,981 100.0%
Valuation movement in the year excludes the cost of investments made in the year. Other venture capital investments at
28 February 2025 comprise:
CG Hero Ltd, Disposable Cubicle Curtains Limited (t/a Hygenica)**, Festicket Ltd, InContext Solutions, Inc, Lantum Limited,
Monmouth Holdings Limited*†, NowVertical Group, Inc., Poq Studio Ltd, Sannpa Limited (t/a Fnatic), Senselogix Limited,
Simplestream Limited**, Vigilant Applications Limited*, and Whistle Sports, Inc.*.
* Non qualifying investment
** Partially non qualifying investment
† Investee company 100% owned by the Company but not consolidated as held exclusively for resale as part of an investment
portfolio.
All venture capital investments are unquoted.
All venture capital investments are registered in England and Wales except for Access Systems, Inc. (t/a AccessPay), DeepCrawl
Holding Company, Inc. (t/a Lumar), InContext Solutions, Inc., NowVertical Group, Inc., Picasso Labs, Inc. (t/a CreativeX), Whistle
Sports, Inc., WS HoldCo, PBC (t/a WiredScore), which are Delaware registered corporations in the United States of America, Utilis
Israel Limited (t/a Asterra), which is registered in Israel, Dealroom.co B.V., which is registered in the Netherlands and Gorillini NV
(t/a Gorilla), which is registered in Belgium.
Annual Report & Accounts 2025
15
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 15
Cost: £5,680,000
Investment comprises:
Preference shares: £5,127,000
Loan notes: £553,000
Audited accounts: 31/12/23 31/12/22
Turnover: £21.8m £22.1m
Loss before tax: £0.1m £0.1m
Net assets: £0.8m £4.8m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £8,822,000
Valuation at 29/02/2024: £9,589,000
Dividend income: £–
Loan note income: £44,205
Equity/Voting rights held by Company: 17.0%/18.5%
Equity/Voting rights held by Investment Manager: 34.4%/37.6%
Luxury Promise Limited
www.luxurypromise.com
Luxury Promise is a platform to buy and sell pre-owned luxury handbags and
accessories, featuring brands including Chanel, Hermès, and Louis Vuitton.
MPB Group Limited
www.mpb.com
MPB is an online marketplace for high quality, pre-owned photography and
videography equipment.
16
Review of Investments
As at 28 February 2025
Further details of the ten largest unquoted investments (by value) are set out below. Where financial performance detail is
marked as ‘Not available’, this means that it is not publicly available and cannot be published here for confidentiality reasons.
Cost: £4,624,000
Investment comprises:
Preference shares: £4,624,000
Unaudited accounts: 31/12/24 31/12/23
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £8,996,000
Valuation at 29/02/2024: £8,295,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 13.2%/15.0%
Equity/Voting rights held by Investment Manager: 25.8%/22.6%
Gorillini NV (t/a Gorilla)
www.gorilla.co
Gorilla offers a cloud-based data processing platform enabling energy and
utilities to make better decisions with data.
Annual Report & Accounts 2025
Cost: £1,684,000
Investment comprises:
Preference shares: £1,684,000
Audited accounts: 31/03/24 31/03/23
Turnover: £172.6m £136.8m
Loss before tax: £8.2m £9.0m
Net assets: £23.9m £20.0m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £11,182,000
Valuation at 29/02/2024: £8,259,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 3.7%/4.0%
Equity/Voting rights held by Investment Manager: 6.0%/6.6%
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 16
Cost: £3,737,000
Investment comprises:
Preference shares: £3,737,000
Unaudited accounts: 30/04/24 30/04/23
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £5,989,000
Valuation at 29/02/2024: £4,734,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 8.8% /11.1%
Equity/Voting rights held by Investment Manager: 13.1%/16.4%
Access Systems, Inc (t/a AccessPay)
www.accesspay.com
AccessPay is a BACS-approved software provider aiming to simplify the payment
processing system by offering a range of payment and cash management products.
Social Value Portal Ltd
www.socialvalueportal.com
Social Value Portal is a platform for measuring, monitoring and
analysing social impact that supports more than 16,000 users.
Infinity Reliance Limited (t/a My 1st Years)
www.my1styears.com
My 1st Years is an e–commerce site for personalised items for babies and children,
with products from their Royal Range having been worn by Prince George.
17
Cost: £4,731,000
Investment comprises:
Preference shares: £4,731,000
Audited accounts: 31/12/23 31/12/22
Turnover: £21.0m £18.8m
Profit before tax: £2.9m £1.1m
Net assets: £9.1m £6.2m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £7,416,000
Valuation at 29/02/2024: £7,125,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 18.0%
Equity/Voting rights held by Investment Manager: 29.0%
Cost: £2,590,000
Investment comprises:
Preference shares: £2,590,000
Unaudited accounts: 31/12/23 31/12/22
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets/(liabilities): £0.3m £(3.4)m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £6,154,000
Valuation at 29/02/2024: £5,416,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 12.9%/14.2%
Equity/Voting rights held by Investment Manager: 26.0%/28.7%
Annual Report & Accounts 2025
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 17
18
Cost: £2,298,000
Investment comprises:
Preference shares: £2,298,000
Unaudited accounts: 31/12/23 31/12/22
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net liabilities: £2.8m £2.5m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £4,646,000
Valuation at 29/02/2024: £2,661,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 10.0% /10.6%
Equity/Voting rights held by Investment Manager: 16.5%/17.5%
Moonshot CVE Ltd
www.moonshotteam.com
Moonshot is a data analytics company which provides technology and
methodologies to identify and mitigate online harms.
Review of Investments (cont.)
Cost: £3,670,000
Investment comprises:
Preference shares: £3,670,000
Audited accounts: 31/12/23 31/12/22
Turnover: £17.9m £11.1m
Loss before tax: £0.6m £1.2m
Net assets: £1.6m £0.8m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £5,526,000
Valuation at 29/02/2024: £3,670,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 11.1%/12.0%
Equity/Voting rights held by Investment Manager: 16.6%/17.9%
Farmer J Limited
www.farmerj.com
Farmer J is a quick-service restaurant chain focused on providing
nutritious food sourced from high welfare, predominantly UK farms.
Annual Report & Accounts 2025
Cost: £2,729,000
Investment comprises:
Preference shares: £2,729,000
Unaudited accounts: 31/12/24 31/12/23
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £5,931,000
Valuation at 29/02/2024: £5,275,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 6.6%/7.3%
Equity/Voting rights held by Investment Manager: 20.0%/22.4%
Picasso Labs, Inc. (t/a CreativeX)
www.creativex.com
CreativeX is a provider of marketing technology software for brand excellence –
its platform is used by global brands including Google, Samsung, and Pepsi.
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 18
Annual Report & Accounts 2025
19
Cost: £3,005,000
Investment comprises:
Ordinary shares: £3,005,000
Unaudited accounts: 31/12/24 31/12/23
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £4,297,000
Valuation at 29/02/2024: £3,882,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 9.0%/9.2%
Equity/Voting rights held by Investment Manager: 15.4%/15.8%
Dealroom.co B.V.
www.dealroom.co
Dealroom works with leading investors, entrepreneurs, and government
entities to offer insights and transparency on venture capital activity.
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 19
20
Review of Investments (cont.)
Annual Report & Accounts 2025
Analysis of Investments by Commercial Sector
An analysis of the portfolio by sector and valuation methodology (based on valuation) is set out below:
Portfolio by
Sector
Media 5%
(2024: 8%)
Healthcare 5%
(2024: 6%)
Business Services 26%
(2024: 13%)
SaaS 25%
(2024: 29%)
Consumer/E-Commerce 34%
(2024: 35%)
Others 4%
(2024: 5%)
Manufacturing 1%
(2024: 1%)
Wholesaler 0%
(2024: 3%)
Portfolio by
Valuation
Methodology
Net asset value 4%
(2024: 2%)
Discounted EBITDA
multiple 1%
(2024: 5%)
Discounted
revenue
multiple 93%
(2024: 67%)
Bid price 0%
(2024: 0%)
Price of recent transaction 0%
(2024: 24%)
Discounted
cashflow 0%
(2024: 2%)
Market Approach 2%
(2024: 0%)
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 20
ESG
Report
The Company feels it is important to highlight the
work being delivered by the Investment Manager to
ensure that the ProVen VCTs and the portfolio
companies are embracing environmental, social, and
governance (ESG) best practices.
Annual Report & Accounts 2025
21
Supporting the portfolio: VentureESG
In 2021, the Manager founded ESG_VC, a network of more
than 250 venture capital firms that works together to help
early-stage companies to measure and improve their ESG
performance. Over the subsequent four years, ESG_VC grew
to become one of the world’s leading initiatives focused on
sustainability in the venture capital industry.
In January 2025, ESG_VC merged with VentureESG, a sister
organisation focused on embedding ESG within venture
capital firms and limited partners. Given its role in building
ESG_VC, the Manager plays an active role in leading the
combined entity and Henry Philipson, Director of Marketing
and Communications at Beringea, sits on the Council of
VentureESG. The network of investment firms involved in
VentureESG worldwide numbers more than 600.
The Manager’s leadership role within VentureESG provides it
with the expertise, network, and influence to drive value
within portfolio companies through ESG, while also
establishing its credibility within sustainability and
climatetech, areas that have attracted substantial venture
capital investment in recent years.
Through the Manager’s work with ESG_VC and now
VentureESG, the ProVen VCTs’ portfolio companies are able
to access free support for analysing, tracking, and improving
their ESG performance. This support is structured around
three main areas of activity:
• Measurement framework: benchmarking performance
using the ESG_VC Measurement Framework –
a standardised framework for measuring ESG within
venture-backed business that was developed in
partnership with Social Value Portal, a member of the
ProVen VCTs’ portfolio. The framework asks companies
to respond to 44 metrics spanning environmental,
social, and governance factors – in turn, companies
receive a benchmark of their ESG performance and a
set of targets for improving their ESG score.
• Educational events: portfolio companies are provided
with access to a regular calendar of webinars that
educate businesses and investors about specialist ESG
topics – across the past year, sessions accessed by the
portfolio companies of the ProVen VCTs have provided
training on issues such as driving efficiency and growth
through sustainability, and carbon accounting.
• Online resources: portfolio companies are provided
with access to a bank of online resources, ranging from
standardised policies to recommendations on suppliers
and consultants, that portfolio companies can use to
embed new processes and technologies to support
their ESG performance.
The Manager has integrated ESG benchmarking into its
investment monitoring processes. Companies are required
to complete the framework upon securing investment from
the ProVen VCTs, providing a benchmark of ESG
performance for the portfolio company and the Manager. This
benchmark is used to highlight areas of strength and
weakness, as well as potential areas for improvement, and
portfolio companies are guided to relevant resources and
events from VentureESG.
Companies within the ProVen VCTs’ portfolio are also
expected to complete the ESG_VC Measurement Framework
annually, as part of ongoing portfolio monitoring. In total,
31 portfolio companies completed the framework in the latest
reporting cycle in early 2025, providing the Manager and the
ProVen VCTs with valuable insights into the ESG
performance of individual investments and trends across the
portfolio.
Case study: Lupa Foods – Sustainability’s
role in creating value
In January 2025, the ProVen VCTs realised their investment
in Lupa Foods, an importer and distributor of fine foods. Lupa
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 21
Annual Report & Accounts 2025
22
ESG Report (cont.)
Foods was acquired by Geia Foods, a leading Nordic food
group.
Geia Foods highlighted the value that it saw in Lupa Foods’
commitment to sustainability. Its announcement of the
acquisition noted that “the business is also deeply
committed to sustainability, and this underscores its
dedication to minimizing environmental impact while
delivering value to its customers for generations to come.”
This emphasises the increasing role that sustainability and
ESG can play in driving value within portfolio companies and
making them attractive to potential acquirors. Key initiatives
delivered by Lupa Foods to strengthen its operations and
positioning on sustainability included:
• Developing a robust plan to achieve net zero by 2050
• Conducting a thorough analysis of its carbon emissions
using a third-party auditor
• Ensuring no food waste generated through its
operations would enter landfill
As part of these efforts, Lupa Foods was supported by the
Manager to adopt the ESG_VC Measurement Framework,
and it generated more than a 10% uplift in its performance
between the reporting cycles of 2022 and 2023.
Internal initiatives: ESG at Beringea
The Manager has also established an internal ESG
committee to ensure that its wider operations are tracking
and strengthening the firm’s approach to sustainability,
diversity, community engagement, and corporate
governance.
The Manager also has a longstanding commitment to
tracking and improving its approach to diversity and
inclusion. As part of this work, the firm has regularly taken
interns from programmes that support access to jobs in
financial services for young people from under-represented
backgrounds. This year, it is working with the 10,000 Black
Interns programme, which provides paid internships for Black
students and graduates.
External initiatives:
Supporting the ecosystem
As well as its leadership role within VentureESG, the Manager
has participated in several industry initiatives that seek to
improve sustainability, diversity, and governance through the
venture capital ecosystem. This includes being a signatory to
the Investing in Women Code, an initiative led by the British
Business Bank that tracks diversity across the investment
activity of the UK’s venture capital firms.
LUPA FOODS
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 22
Annual Report & Accounts 2025
23
Main Head
Annual Report & Accounts 2024
Board of Directors
Annual Report & Accounts 2025
Neal Ransome
CHAIR
Neal was formerly a corporate finance partner of PwC with
extensive experience as a lead adviser on M&A activity in the
pharmaceuticals and healthcare sectors. Neal is currently
non-executive chairman of Octopus AIM VCT plc and a non
executive director of Polar Capital Global Healthcare Trust
plc. Neal has been a Director of the Company since October
2017.
Malcolm Moss
NON-EXECUTIVE DIRECTOR
Malcolm is a Founding Partner of Beringea LLP. Over the last
30 years he has been responsible for the growth,
development and management of Beringea in both the UK
and the USA. In addition to sitting on the boards of ProVen
VCT plc and ProVen Growth and Income VCT plc, he sits on
the investment committees of Beringea Group’s US funds.
Malcolm, who was appointed a Director of the Company in
December 2007, will step down from the Board with effect
from 15 July 2025 and therefore will not be offering himself
for re-election at this year’s AGM. Malcolm will continue in his
role with Beringea LLP.
James Barbour-Smith
NON-EXECUTIVE DIRECTOR
James is an experienced non-executive director, chair and
adviser with a background in private equity and venture
capital investing. James qualified as an accountant with PwC
before moving into portfolio director roles with Lloyds
Development Capital and Gresham Private Equity where he
was head of portfolio management. From 2014, James has
been chair of a number of companies operating in various
industries, with particular emphasis on managing fund
raisings and sale processes. James was appointed a
Director of the Company in July 2024.
Lorna Tilbian
NON-EXECUTIVE DIRECTOR
Lorna was formerly an executive director of Numis
Corporation plc and a director of WestLB Panmure Limited
and S G Warburg Securities. She is currently chair of
Dowgate Capital Limited. Lorna also serves as a non-
executive director on the boards of FTSE 250 constituents
Finsbury Growth and Income Trust plc and Premier Foods plc
where she is senior independent director as well as FTSE
100 company Rightmove plc where she chairs the
Remuneration Committee. Lorna was appointed a Director of
the Company in July 2013.
With the exception of Malcolm Moss, all Directors are
independent of the Investment Manager.
Barry Dean resigned as a director on 17 October 2024.
23
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:22 Page 23
Strategic
Report
The Directors present the Strategic Report for the
year ended 28 February 2025. The Board prepared
the Annual Report & Accounts in accordance with
the Companies Act 2006 (Strategic Report and
Directors’ Reports) Regulations 2013.
Annual Report & Accounts 2025
Principal Objectives and Strategy
The Company’s investment objective is to achieve long-term
returns greater than those available from investing in a
portfolio of quoted companies, by investing in:
• a portfolio of carefully selected qualifying investments in
small and medium sized unquoted companies with
excellent growth prospects; and
• a portfolio of non-qualifying investments permitted for
liquidity management purposes,
within the conditions imposed on all VCTs, and to minimise
the risk of each investment and the portfolio as a whole.
The Company has been approved by HM Revenue and
Customs (“HMRC”) as a Venture Capital Trust in accordance
with Part 6 of the Income Tax Act 2007 and, in the opinion of
the Directors, the Company has conducted its affairs so as to
enable it to continue to maintain approval. Approval for the
year ended 28 February 2025 is subject to review should
there be any subsequent enquiry under corporation tax
self-assessment.
The Directors consider that the Company was not, at any
time, up to the date of the Annual Report & Accounts, a close
company for the purpose of the Income Tax Act 2007.
Business Model
The business acts as an investment company, investing in a
portfolio of carefully selected smaller companies. The Company
operates as a Venture Capital Trust to ensure that its
Shareholders can benefit from tax reliefs available and has
outsourced the portfolio management and administration duties.
Business Review and Developments
The Company began the year with £121.7 million of venture
capital investments and ended with £128.4 million spread
over a portfolio of 53 companies. Of these companies,
46 investments with a value of £122.2 million were VCT
qualifying (or part qualifying).
The profit on ordinary activities after taxation for the year was
£2.5 million, comprising a revenue profit of £0.6 million and a
capital profit of £1.9 million. The Ongoing Charges ratio (which
is calculated in line with the AIC methodology as recurring
operational expenses excluding performance fees, trail
commission and recoverable VAT divided by the Company’s
average net assets in the period) is an Alternative
Performance Measure used by the Board to monitor
expenses. Recurring operational expenses for the year
ended 28 February 2025, excluding trail commission of
£167,000, were £4,207,000, and the average net assets over
the year were £172,140,000. Therefore, the Ongoing Charges
ratio in respect of the year ended 28 February 2025 was
2.4% (2024: 2.4%) and was within the Company’s cap
of 2.9%. Further Key Performance Indicators are highlighted
on page 28 of this Report.
The Company’s business review and developments during
the year are reviewed further within the Chair’s Statement,
Investment Manager’s Review and Review of Investments.
Investment Policy
Investment objective
The Company’s investment objective is to achieve long term
returns greater than those available from investing in
portfolios of quoted companies, by investing in:
• portfolios of carefully selected qualifying investments in
small and medium sized unquoted companies with
excellent growth prospects; and
• portfolios of non-qualifying investments permitted for
liquidity management purposes.
Investments will be made within the conditions imposed on
all VCTs, and aim to minimise the risk of each investment and
the portfolios as a whole.
24
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 24
The investment policy covers several areas as follows:
Qualifying investments
The Company seeks to make investments in VCT Qualifying
companies with the following characteristics:
• a strong, balanced and well-motivated management
team with a proven track record of achievement;
• a defensible market position;
• good growth potential;
• an attractive entry price for the Company; and
• a clearly identified route for a profitable realisation within
a three to four year period.
The Company invests in companies at various stages of
development, including those requiring capital for expansion,
but not in start-ups or management buy-outs or businesses
seeking to use funding to acquire other businesses.
Investments are spread across a range of different sectors.
Other investments
Funds not invested in qualifying investments may be invested
in non-qualifying investments permitted for liquidity
management purposes, which include cash, alternative
investment funds (“AIFs”) and UCITS which may be redeemed
on no more than 7 days’ notice, or ordinary shares or securities
in a company that are acquired on a regulated market.
Borrowings
It is not the Company’s intention to have any borrowings. The
Company, does, however, have the ability to borrow a
maximum amount equal to the nominal capital of the
Company and its distributable and non-distributable reserves
which, at 28 February 2025, was equal to £169.0 million
(2024: £167.9 million). There are no plans for the Company to
borrow at the current time.
Maximum exposures
No investment will constitute more than 15% of the
Company’s portfolio by value at the time of investment.
UK Listing Rules
In accordance with the UK Listing Rules:
(i) the Company may not invest more than 10%, in aggregate,
of the value of the total assets of the Company at the time an
investment is made in other listed closed-ended investment
funds except listed closed-ended investment funds which
have published investment policies which permit them to
invest no more than 15% of their total assets in other listed
closed-ended investment funds;
(ii) the Company must not conduct any trading activity which
is significant in the context of the Company; and
(iii) the Company must, at all times, invest and manage its
assets in a way which is consistent with its objective of
spreading investment risk and in accordance with its
published investment policy set out in this Report. This
investment policy is in line with Chapter 11 of the Listing Rules
and Part 6 Income Tax Act 2007.
25
Annual Report & Accounts 2025
FARMER J
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 25
Venture Capital Trust Regulations
The Company has engaged Philip Hare & Associates LLP to advise it on compliance with VCT requirements, including
evaluation of investment opportunities as appropriate and regular review of the portfolio. Although Philip Hare & Associates LLP
works closely with the Investment Manager, they report directly to the Board.
Compliance with the main VCT regulations as at 28 February 2025 and for the year then ended is summarised as follows:
(i) the Company holds at least 80 per cent. of its investments in qualifying companies (as defined by Complied
Part 6 of the Income Tax Act 2007);
(ii) at least 70 per cent. (in the case of funds raised after 5 April 2011) of the Company’s qualifying investments Complied
(by value) are held in “eligible shares” – (“eligible shares” generally being ordinary share capital);
(iii) the Company’s ordinary share capital has throughout the period been listed on a regulated European Complied
market;
(iv) no investment in a company constitutes more than 15 per cent. of the Company’s portfolio Complied
(by value at time of investment);
(v) the Company’s income for each financial year is derived wholly or mainly from shares and securities; Complied
(vi) the Company distributes sufficient revenue dividends to ensure that not more than 15 per cent. of the Complied
income from shares and securities in any one year is retained;
(vii) the Company has not made a prohibited payment to Shareholders derived from an issue of shares Complied
since 6 April 2014;
(viii) no investment made by the Company causes an investee company to receive more than the permitted Complied
investment from State Aid sources (including from VCTs);
(ix) since 18 November 2015, the Company has not made an investment in a company which exceeds Complied
the maximum permitted age requirement;
(x) the funds invested by the Company in another company since 18 November 2015 have not been used Complied
to make a prohibited acquisition;
(xi) since 6 April 2016, the Company has not made a prohibited non-qualifying investment; and Complied
(xii) of funds raised on or after 1 March 2019, at least 30% has been invested in qualifying holdings by the Complied
anniversary of the end of the accounting period in which shares were issued.
26
Annual Report & Accounts 2025
Strategic Report (cont.)Strategic Report (cont.)
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 26
Investment Management and
Administration Fees
Beringea provides investment management services to the
Company for an annual fee of 2.0% of the net assets per
annum. Beringea is also entitled to receive performance
incentive fees as described below. The investment
management agreement is terminable by either party at any
time by one year’s prior written notice. The total fees relating
to this service amounted to £3,459,000 (2024: £3,283,000),
comprising management fees only. No performance
incentive fees are payable in the current year, nor were they
payable in the prior period. No fees were outstanding at the
year end.
The Board is satisfied with Beringea’s approach and
procedures in providing investment management services to
the Company. The Directors have therefore concluded that
the continuing appointment of Beringea as Investment
Manager remains in the best interests of Shareholders.
Throughout the year ended 28 February 2025, Beringea also
provided administration services to the Company. In the year,
total administration fees amounted to £206,000 (2024:
£120,000).
The annual running costs (excluding any performance fees
payable) of the Company are subject to a cap of 2.9% of the
Company’s net assets at the end of the year. Any running
costs in excess of this are borne by Beringea.
Beringea also received arrangement fees in respect of
investments made by the Company and other VCTs
managed by Beringea totalling £200,000 (2024: £196,000)
and monitoring fees of £663,000 (2024: £563,000) during
the year ended 28 February 2025. These fees are payable by
the investee companies into which the Company invests and
are not a direct liability or expense of the Company.
Performance Incentive Fees
The Investment Manager is entitled to receive an annual
performance incentive fee in respect of the shares in issue at
29 February 2012 (the “Original Offer”) and each share offer
made by the Company since the Original Offer (each being a
“Relevant Offer”), if the Performance Value of the Relevant
Offer achieves a Hurdle Amount.
The “Performance Value” is calculated annually based on the
latest annual audited NAV, plus cumulative dividends and any
previous performance fees paid in respect of the Relevant
Offer since 29 February 2012.
The “Hurdle Amount” is represented by the higher of:
(i) 1.25 times the initial share offer NAV; and (ii) the initial share
offer NAV compounded by the annual Bank of England base
rate plus 1%. Please note the hurdle amount for the Original
Offer is calculated differently but based on similar principles.
For each Relevant Offer, if the Hurdle Amount is not met, no
performance incentive fee will be payable. Once the Hurdle
Amount has been met, the performance incentive fee
payable in relation to a financial year is 20% of the amount by
which the Performance Value exceeds the initial NAV of the
Relevant Offer, less any performance fees paid previously.
Performance fees will be reduced, if necessary, to ensure
that i) the cumulative performance fee per share payable to
the Investment Manager in respect of a Relevant Offer does
not exceed 20% of the relevant cumulative dividends paid in
respect of that share; and ii) the audited net asset value per
share at the relevant financial year end plus the relevant
cumulative dividends is at least equal to the relevant
respective Hurdle Amount.
Performance fees for the year ended 28 February 2025
amounted to £nil (2024: £nil).
27
Annual Report & Accounts 2025
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 27
Key Performance Indicators
At each Board meeting, the Directors consider a number of
performance measures to assess the Company’s success in
meeting its objective of delivering long-term returns. Some of
these are classified as alternative performance measures
(APMs) in line with Financial Reporting Council (FRC)
guidance. The Board believes the Company’s key
performance indicators are:
• total return (net asset value plus dividends paid since
launch)*;
• dividends paid and the dividend yield*;
• change in net asset value per share (adjusted for
dividends paid in the year)*;
• ongoing charges ratio* (see page 24); and
• VCT compliance (see page 26).
*Classified as an APM.
The total return is calculated as the net asset value per share
plus the cumulative dividends paid to date. This is a
performance measure of the fund and used to evaluate the
total value generated for Shareholders. The graph shows the
total return over the last five years and is split between the
net asset value and the cumulative dividends paid.
The following table shows the total return, annual return
shown as the movement in net asset value per share
(adjusted for dividends paid in the year), dividends paid in
respect of each year and the dividend yield.
28/02/2021 28/02/2022 28/02/2023 29/02/2024 28/02/2025
Total return (p) 146.55 151.95 146.25 149.45 150.40
Change in net asset value per share
(adjusted for dividends paid in the year)
1
Opening NAV per share (p) 70.1 74.8 76.7 65.5 65.2
Closing NAV per share (p) 74.8 76.7 65.5 65.2 62.9
Increase/(decrease) in NAV per share (p) 4.7 1.9 (11.2) (0.3) (2.3)
Dividends paid per share in the year (p) 3.5 3.5 5.5 3.5 3.25
Increase/(decrease) in NAV per share
(adjusted for dividends paid in the year) (p) 8.2 5.4 (5.7) 3.2 0.95
Increase/(decrease) in NAV per share
(adjusted for dividends paid in the year) 11.7% 7.2% (7.4%) 4.9% 1.5%
Dividends
Opening NAV per share (p) 70.1 74.8 76.7 65.5 65.2
Less final/special dividend(s) paid per
share in relation to prior year (p) 2.0 2.0 3.75 2.0 1.75
Adjusted opening NAV per share (p) 68.1 72.8 72.95 63.5 63.45
Dividends paid and payable in respect of year (p) 3.5 5.25 3.75 3.25 3.25
Dividend yield
2
5.1% 7.2% 5.1% 5.1% 5.1%
1
Calculated as the change in total return in the year divided by the opening net asset value.
2
Calculated as the total dividends paid and payable in respect of the financial year divided by the opening net asset value, adjusted for the final dividend paid in
respect of the previous year.
28
Annual Report & Accounts 2025
Strategic Report (cont.)
28/02/21 28/02/22 28/02/23 29/02/24 28/02/25
Last 5 Years Total Return
NAV
Dividends Paid
40
50
60
70
80
90
100
110
120
130
140
150
160
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 28
Principal Risks
Risk Mitigation Change during period
No change.
The Directors place reliance on the Investment
Manager’s experience and expertise in adding new
companies to the portfolio. The Investment Manager
has a rigorous and robust formal process for selecting
new companies. This process includes financial and
legal due diligence, and review by an Investment
Committee made up of senior investors. It also draws
on the expertise of the Directors. Once invested, a
member of the Manager’s team is usually appointed
to the board of each portfolio company and the
Manager supports portfolio companies development,
as well as responding to market changes, through the
Portfolio Value-Add Initiatives. The Board reviews the
investment portfolio and its performance at least
quarterly.
Investment risk
By nature, companies that
qualify for venture capital trust
purposes have a higher level
of risk than larger quoted
companies and poor
performance could reduce
returns for Shareholders
through downward valuations.
VCT qualification monitoring reports are prepared by the
Administration Manager and approved by the Board on a
quarterly basis. Twice a year, the Company’s VCT status
adviser reports to the Audit Committee in relation to
compliance with the VCT legislation. The report for the
year ended 28 February 2025 showed compliance with
all aspects of the VCT regulations as summarised on
page 26. The Investment Manager regularly liaises with
the Company’s VCT status adviser in relation to VCT
qualification on individual investments and addresses any
recommended actions to ensure compliance.
VCT qualifying status
A breach of the VCT rules and
loss of approval as a VCT
could lead to Shareholders
losing tax benefits associated
with VCT investments.
No change. Remains
heightened by continued
economic and geopolitical
disruption referred to above.
The change in net asset value per share (adjusted for
dividends paid in the year) is defined as an APM and the Board
considers it to be the primary measure of shareholder value.
The dividends per share are also set out in Note 7 on page 69.
As discussed on page 24, the ongoing charges ratio for the
year of 2.4% is within the ongoing charges cap of 2.9%. The
Company has also maintained compliance with VCT
regulations throughout the period, as shown on page 26.
The key performance indicators are discussed further in the
Chair’s Statement on pages 4 to 7 and the Investment
Manager’s Review on pages 8 to 11.
Risks and Risk Management
The principal financial risks faced by the Company, which include
market risks, credit risk and liquidity risk, are summarised in
Note 15 of the financial statements.
The Board carries out a regular review of the risk environment
in which the Company operates, and reviews the mitigating
controls and actions applicable to those risks. In the period
under review, a number of principal risks remain heightened
due to destabilising world events, in particular the changes in
US Government policy and the continued wars in the Middle
East and Ukraine, as well as potentially slower than expected
economic growth and relative high interest rates and
continued high cost of living. The full impacts of these risks are
likely to continue to be uncertain for some time.
Emerging Risks
The Board also discusses emerging risks as they arise and puts
in place appropriate procedures to monitor and, where possible,
mitigate the effects of these emerging risks on the Company
and the portfolio. The following are some of the potential
emerging risks the Investment Manager and the Board are
currently monitoring:
• adverse changes in the global macroeconomic
environment such as slower than expected global growth
and increased uncertainty due to factors like rising
geopolitical risk and trade barriers can lead to reduced
demand and disrupt global supply chains; and
• geo-political instability such as changing US Government
policy and the impact of US tariffs on global trade as well as
the ongoing conflicts in the Middle East and Ukraine can
create uncertainty, disrupt global markets and create market
volatility.
29
Annual Report & Accounts 2025
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Risk Mitigation Change during period
No change.
Valuation
The companies within the
portfolio are valued in
accordance with the
International Private Equity
and Venture Capital (IPEV)
guidelines but establishing
fair value can be difficult and
is reliant on the accuracy and
completeness of information
provided.
The unquoted investment valuations are prepared by
the Investment Manager and agreed by the Board on
a quarterly basis although new valuations may be
prepared and agreed as required in the event of a
material movement in the valuations.
The Investment Manager ensures that it hires suitably
qualified members of staff who are experienced with
regulatory requirements and relevant accounting
standards and the Investment Manager and the
Company Secretary have procedures in place to
ensure recurring Listing Rules requirements are met.
Legislative and regulatory developments are kept
under review with the Company’s solicitor and
specialist compliance consultants. The Investment
Manager is also a member of the Venture Capital
Trust Association which engages with the
Government to help shape future legislation.
Legislative and Regulatory
The Company operates in a
complex regulatory
environment, failure to comply
could lead to suspension
from the Stock Exchange,
penalties and damage to the
Company’s reputation. A
change in VCT regulation
could also restrict the ability
for the Company to invest.
Economic
Economic changes such as
slower than expected growth,
changes in Government
policy as we all as global
macroeconomic factors
causing uncertainty could
affect trading conditions for
smaller companies and
consequently the value of the
Company’s qualifying
investments.
The Board and Investment Manager continuously
assess the resilience of the portfolio, and ongoing
discussions and planning are held with the portfolio
companies to provide assistance and support,
particularly during periods of economic uncertainly.
The Company has a clear investment policy (outlined
on pages 24 to 25) and a diversified portfolio
operating in a range of sectors which helps to
mitigate against sector specific impacts. Effective risk
management in times of economic uncertainty
ensures there is sufficient liquidity to cope with
unexpected pressures on the finances of the portfolio
and allows the Company to make follow-on
investments where suitable.
Increased. Remains
heightened by continued
economic and geopolitical
disruption referred to above. In
addition, in accordance with
the IPEV Guidelines, a number
of portfolio companies are
valued with reference to a
basket of public market
comparable companies which,
given the significant market
volatility, could produce an
inaccurate valuation.
No change, having been
reduced in 2024 following the
policy announced in the 2023
Autumn Statement by the
Government to extend the
“sunset clause”. This has now
been legislated for so that EIS
and VCT tax reliefs will
continue to be available until
5 April 2035.
Increased. Remains
heightened due to uncertainty
created by current global
macroeconomic environment
and ongoing geopolitical
risks.
Operational
The Company is reliant on a
number of third parties, in
particular the Investment
Manager, for management
and administration services.
Failure of the operational
systems and controls of third
parties could result in an
inability to provide accurate
reporting and monitoring.
The Investment Manager has a documented
business continuity plan, which provides for back-up
services in the event of a system breakdown. The
Investment Manager’s systems are protected against
viruses and other cyber-attacks and appropriate
insurances are maintained. The Board reviews the
performance of all service providers at least annually
and the Investment Manager conducts due diligence
on all new service providers to ensure that third
parties have adequate operational systems in place.
30
Annual Report & Accounts 2025
Strategic Report (cont.)
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 30
Risk Mitigation Change during period
No change.
No change.
No change.
Cyber security & IT
Outsourcing and the increase
in remote working could give
rise to cyber and data security
risk. Failure in key IT systems
and controls might lead to
business interruption, loss of
data or loss of access to
systems.
The Investment Manager has significant
cybersecurity controls, including two factor
authentication, email protection software, monitored
firewalls and staff regularly receive training in relation
to their cybersecurity obligations. Due diligence is
conducted on service providers including a review of
controls, to reduce the risk of business interruption
due to insufficient cyber security controls of third
parties. The Investment Manager has cyber insurance
to ensure that financial liabilities are mitigated in the
event of a cyber-attack.
ESG
Failure to comply with current
and future requirements and
recommended practices
could result in reduced
investor attraction which may
affect the level of capital the
Company has available to
meet its investment
objectives.
The Investment Manager has further expanded its
initiatives focused on driving improved performance
across environmental, social and governance (“ESG”)
factors, both internally and across the portfolio. To
evaluate impact and improvement in its internal
operations, the Investment Manager has developed
an ESG committee responsible for assessing and
strengthening the firm’s approach to sustainability,
diversity and inclusion, and governance. Further
details of these initiatives and the Investment
Manager’s role in ESG_VC can be found in the ESG
Report on pages 21 to 22.
Foreign exchange
The Company has made a
number of its initial
investments in a foreign
currency; most often in Euros
or US Dollars.
Furthermore, some
companies may function, in
part, in a currency other than
GBP. The portfolio is therefore
exposed, to some extent, to
foreign exchange risk and
specifically that of transaction
risk and translation risk.
The Investment Manager and the Board regularly
review the exposure to foreign currency movement to
make sure the level of risk is appropriately managed.
Investments are primarily made in GBP, EUR and USD
so exposure is limited to a small number of
currencies. On realisation of investments held in
foreign currencies, cash is translated to GBP shortly
after receiving the proceeds to limit the amount of
time exposed to foreign currency fluctuations.
Liquidity
The Company invests in
smaller unquoted companies,
which are inherently illiquid as
there is no readily available
market for these shares.
Therefore, these may be
difficult to realise for their fair
market value at short notice.
The Company’s liquidity risk is managed by the
Investment Manager in line with guidance agreed with
the Board and is reviewed by the Board at regular
intervals. The Company always holds sufficient levels
of cash in order to meet expenses and other cash
outflows as required. For these reasons, the Board
believes that the Company’s exposure to liquidity risk
is minimal.
No change.
31
Annual Report & Accounts 2025
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Annual Report & Accounts 2025
32
Going Concern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has
adequate resources to continue in operational existence for
the twelve months from the date of signing off these financial
statements. In its assessment of the Company’s activities as
a going concern, the Board has reviewed the risks to future
performance as set out in the Strategic Report on
pages 29 to 32, and considered the potential impacts of
those risks on the Company’s future ability to continue as a
going concern. The Company’s cash resources are currently
healthy, and the portfolio of investments is diverse and not
reliant on any one sector. All significant cash outflows,
including dividends, share buybacks and investments, are
within the Company’s control. Therefore the Board expects
the Company to have sufficient cash resources to withstand
any reasonable stress scenario, for example if the Company
was unable to raise further funds, and believes that it is
appropriate to continue to adopt the going concern basis of
accounting in preparing these financial statements.
Viability Statement
The Board has assessed the Company’s prospects over the
three-year period to 29 February 2028. A three-year period
has been considered appropriate as it broadly aligns with the
time frame during which the Investment Manager will be
required to invest 80% of the funds from the most recent
offer for subscription in qualifying investments.
In order to support this statement, the Board has carried out
a robust assessment of the principal and emerging risks
faced by the Company, as detailed above, including those
risks associated with the current economic and geopolitical
landscapes, and considered the availability of mitigating
factors.
The Board considers that the primary risk faced by the
Company is compliance with the VCT rules and although
there are a number of mitigating factors such as a robust
deal identification and diligence process, an experienced
investment team and consultation with the Company’s VCT
status advisers to ensure that investments made comply
with the VCT rules, these factors cannot mitigate the risk that
insufficient qualifying investments are identified to ensure
ongoing compliance with the VCT rules.
Accordingly, the amount required to invest in qualifying
holdings to maintain compliance with the VCT rules was a
major consideration in the Board’s analysis. Together with the
expected liabilities of the Company for the three years to
29 February 2028, the Board considered the forecast cash
requirements against the expected cash position, taking into
account a level of assumed investment realisations and
investment income during the period. The Board has also
considered stress scenarios whereby no proceeds upon the
realisation of investments are received and no further funds
are raised.
Based on the assessment of the above considerations on
the cash flow forecasts and stress scenarios, the Board has
determined that the Company will be able to continue in
operation, maintain compliance with the VCT rules and meet
its liabilities as they fall due for the three years to 29 February
2028.
Section 172 Statement
Section 172 of the Companies Act 2006 requires the
Directors of the Company to act in a way that they consider,
in good faith, will most likely promote the success of the
Company for the benefit of the members as a whole. In doing
so, the Directors should 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 Board considers its significant stakeholder groups to be
its Shareholders, its suppliers (including the Investment
Manager to whom most executive functions are delegated)
and its portfolio companies. The Company is an externally
managed investment company with no employees and no
customers in the traditional sense and, therefore, there is
nothing to report in relation to these relationships. The
Company takes a number of steps to understand the views
of its key stakeholders and considers these, along with the
matters set out above, in Board discussions and decision
making.
Strategic Report (cont.)
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 32
Annual Report & Accounts 2025
33
Shareholders
The Company’s Shareholders are key to the success of the
Company and the Board engages and communicates with
Shareholders by various means. The Company encourages
all Shareholders to attend its annual shareholder event,
which last year was held virtually, allowing the maximum
number of shareholders to attend. Invitations to this event will
be distributed alongside the publication of the Annual Report
& Accounts. The event has been scheduled for Tuesday
15 July 2025 from 10:30am to 11:45am. Shareholders can
sign up for the Annual Shareholder Event at
https://proven.connectid.cloud. If you have any questions
about the event or if you would like any support with
registering, then please contact Beringea via
events@beringea.co.uk
.
The next AGM of the Company will be held at the offices of
Beringea LLP, at Charter House, 55 Drury Lane, London,
WC2B 5SQ at 12:00pm on Tuesday 15 July 2025. Those
intending to attend the AGM are asked to register their
intention by emailing info@beringea.co.uk
in advance of the
meeting. We understand that attendance in person may not
be possible or desirable for all who wish to attend. Therefore,
the Company offers Shareholders the option to follow
proceedings of the meeting via video conference link. Any
Shareholders who wish to follow the meeting remotely,
should email info@beringea.co.uk
for joining instructions.
Please note that Shareholders will not be able to vote or ask
questions at the AGM when joining remotely. Shareholders
are encouraged, even if they are planning to attend the AGM
in person, to exercise their votes by submitting their proxy
electronically via their Signal Shares account at
www.signalshares.com
and to appoint the Chair of the AGM
as their proxy with their voting instructions.
Shareholders who wish to submit questions in advance of
the AGM may do so via e-mail to info@beringea.co.uk
and
the Board will endeavour to respond to questions raised at
the meeting. For further details, please see the Chair’s
Statement on pages 5 and 6 and the Notice of Annual
General Meeting at the end of this Report.
As a result of the shareholder event, together with other
communications with Shareholders and advisors, the
Company has received useful feedback which allows the
Board to understand the nature of stakeholder concerns
better. The Board works very closely with the Investment
Manager in reviewing how stakeholder issues are handled,
ensuring good governance and responsibility in managing
the Company’s affairs. Ultimately, the Directors’ decisions are
intended to achieve the Company’s principal objective of
long term returns for Shareholders greater than those
available from investing in a portfolio of quoted companies.
The Board recognises the value of the buyback scheme and
approves the level of buyback authority on a quarterly basis
within the maximum authority provided by the Shareholders
annually at the AGM, subject to liquidity. The buyback policy
has been offered to Shareholders throughout the period
under review, providing Shareholders with liquidity should
they wish to sell their shares. Further details can be found in
the Chair’s Statement at page 5 and Directors’ Report
pages 36 and 37.
The Board also understands the importance of tax-free
dividends to Shareholders, and takes this into consideration
when making the decision to pay dividends to Shareholders.
During the period under review, the Company paid an interim
dividend in respect of the year ended 28 February 2025 of
1.5p per share on 17 January 2025 and is proposing a final
dividend for the year ended 28 February 2025 of 1.75p per
share to be paid on 15 August 2025 to Shareholders on the
register on 18 July 2025. The total tax-free dividends of 3.25p
per share for the year ended 28 February 2025 represents a
cash return to Shareholders of 5.1% on the opening NAV per
share at 1 March 2024 (after deducting the prior year’s final
dividend of 1.75p per share). This cash return is in line with
the target dividend yield of 5% per annum which, although
not guaranteed, when achieved can provide predictable
income returns and create value for Shareholders.
Suppliers
The Company’s suppliers, and in particular Beringea as
Investment Manager, are the cornerstone of the Company’s
business. There is regular contact with the Investment
Manager and members of the Investment Manager’s senior
management team attend all of the Company’s Board
meetings.
Portfolio Companies
The Investment Manager provides updates to the Board on
the entire portfolio at least quarterly. Furthermore, the
Investment Manager continuously supports the portfolio via a
host of practices, including, but not limited to, having a
representative of the Investment Manager on the boards of
most of our material portfolio companies. The Investment
Manager’s Portfolio Value-Add Initiative has developed
further in the past year, supporting companies in overcoming
barriers to growth and harnessing commercial opportunities.
The initiative is led by Harry Thomas, the firm’s Portfolio
Director, with support from Vanessa Evanson-Goddard
(General Counsel), and Henry Philipson (Director of
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 33
Strategic Report (cont.)
34
Annual Report & Accounts 2025
Marketing and Communications). Together, the team
provides both ad-hoc and structured support on a range of
topics from recruitment to marketing and fundraising.
The Beringea Scale-Up Academy is one of the primary pillars
of the Value-Add Initiative, offering a year-round programme
of events for portfolio leadership teams. In the year ended
28 February 2025, the Academy delivered nine webinars to
the leadership teams of portfolio companies on topics
including cyber security, companies’ use of artificial
intelligence in operations and customer service, and the
economic outlook for 2025.
The Investment Manager’s Portfolio Value-Add Initiative also
offers a range of services to support portfolio companies in
their growth journey. These services include: identifying
existing and potential service providers and negotiating
group discounts; establishing a central database of
information and contacts related to key operational and
strategic concerns for companies; hosting in-person and
online events for sharing knowledge and ideas; building
relationships with external stakeholders, including investors,
customers and suppliers; helping to identify potential
acquisition or exit opportunities; and encouraging companies
to consider and adopt ESG initiatives.
Environmental, Social, Human Rights
Policy and Greenhouse Emissions
The Board seeks to conduct the Company’s affairs
responsibly and maintain high standards in respect of
ethical, environmental, governance and social issues. The
Board recognises the requirement under section 414C of the
Companies Act 2006 to detail information about social and
community issues, employees and human rights; including
any policies it has in relation to these matters and
effectiveness of these policies.
As an externally managed investment company with no
employees, the Company has no formal policies on these
matters. However, the Company and the Investment
Manager recognise the need for the Company and the
businesses within its portfolio to embrace ESG practices.
The Investment Manager has played a pivotal role in the
creation of ESG_VC and its development of a standardised
framework for evaluating ESG within early-stage companies,
which has been endorsed by the British Private Equity and
Venture Capital Association (BVCA). Completing the ESG_VC
Measurement Framework is now part of the annual reporting
requested from members of the ProVen VCTs’ portfolio, it is
used as part of the onboarding of new investments, and it is
used to inform resources and events for the portfolio.
Since 2021, the Investment Manager has led the growth of
ESG_VC, an industry initiative focused on providing portfolio
companies and their investors with the tools to measure and
improve ESG performance. In January 2025, ESG_VC
merged with VentureESG, a complementary organisation
focused on embedding ESG best practice within venture
capital firms and limited partners. The Investment Manager
continues to play an active role in leading the combined
organisation, in turn providing valuable opportunities for the
firm and the portfolio.
To evaluate impact and improvement in its internal
operations, the Investment Manager has developed an ESG
committee responsible for assessing and strengthening the
firm’s approach to sustainability, diversity and inclusion, and
governance. The Investment Manager is also a signatory of
the Investing in Women Code, submitting annual data on the
diversity of companies in the portfolio and investment
pipeline.
On a general note, the Board considers that the Company’s
investment operations create employment, aid economic
growth, generate tax revenues and produce wealth, thus
benefiting the community and the economy more generally.
Where appropriate, the investment proposals considered by
the Investment Manager and the Board also include any
relevant information on any social, employee, ethical or
environmental matters relevant to that investment.
As a UK quoted company the Company is required to report
on its Greenhouse Gas (GHG) Emissions for any direct
emissions. However, as the Company outsources all of its
activities and does not have any physical assets, property,
employees or operations, it is not responsible for any direct
emissions. As a result, its total energy emissions are less
than 40,000 kWh and the additional Streamlined Energy and
Carbon Reporting (SECR) disclosures have not been made.
Directors and Senior Management
The Company had four non-executive Directors at the year
end, three of whom are male and one of whom is female. The
Company has no employees and the same was true of the
previous year.
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 34
35
Annual Report & Accounts 2025
Directors’ Remuneration
It is a requirement under Companies Act 2006 for
Shareholders to approve the Directors’ remuneration policy
every three years, or sooner if the Company wishes to make
changes to the policy. Shareholders last voted on the
remuneration policy on 17 July 2024. No changes are being
proposed to the Directors’ remuneration policy, which was
approved at the AGM of the Company on 17 July 2024 and is
set out on page 46. The following votes were received at that
AGM:
Voting Votes received Percentage
Votes for 7,512,812 90.76%
Votes for – discretion 449,382 5.43%
Votes against 315,704 3.81%
Votes received 8,277,898 100.00%
Votes withheld 190,381
Future Prospects
The Company’s future prospects are set out in the Chair’s
Statement and Investment Manager’s Review.
The Directors do not foresee any major changes in the
activity undertaken by the Company in the coming year. The
Company continues with its objective to invest in unquoted
companies throughout the United Kingdom or with a
presence in the United Kingdom, with a view to providing
both capital growth and dividend income to Shareholders
over the long term whilst maintaining VCT qualifying status.
By order of the Board
Beringea LLP
Company Secretary of ProVen VCT plc
Company number: 03911323
Charter House
55 Drury Lane
London, WC2B 5SQ
5 June 2025
177654 PVN Report & Accounts Pt2_177654 PVN Report & Accounts Pt2 06/06/2025 07:23 Page 35
Main Head
Directors’
Report
Results and Dividends
£’000
Pence
per share
Profit on ordinary activities
after tax for the year ended 2,496 0.9p
28 February 2025
Profit on ordinary activities
after tax for the year ended 8,280 3.4p
29 February 2024
During the year ended 28 February 2025, the Company paid
a final dividend of 1.75p per share in relation to the year
ended 29 February 2024 on 16 August 2024 and the
Company paid an interim dividend of 1.5p per Ordinary Share
in respect of the year ended 28 February 2025 on 17 January
2025.
The Board is proposing a final dividend of 1.75p per share to
be paid on 15 August 2025 to Shareholders on the register at
18 July 2025.
Directors
With the exception of James Barbour-Smith, who was
appointed to the Board effective 22 July 2024, the Directors,
whose names and biographies are set out on page 23, all
served throughout the year.
Three of the Directors will retire at the forthcoming Annual
General Meeting and, being eligible, offer themselves for
re-election. The Board recommends that Shareholders take
into consideration each Director’s considerable experience
in VCTs and other areas, as shown in their respective
biographies on page 23 together with the performance of the
Company over a number of years. Malcolm Moss will step
down from the Board with effect from 15 July 2025 and
therefore will not be offering himself for re-election at this
year's AGM.
Each of the Directors has an agreed letter of appointment
which is terminable by three months’ rolling notice on either
side. To the extent permitted under the Companies Act
2006, the Company indemnifies each of the Directors
against all costs, charges, losses, expenses and liabilities
which might arise in the execution of their duties, save for
certain exceptions. Each Director is required to devote such
time to the affairs of the Company as the Board requires.
Share Capital
The Company has one class of shares: Ordinary Shares of
10p each (“Ordinary Shares”). The total number of Ordinary
Shares in issue at 28 February 2025 was 268,666,368.
During the year, 20,547,592 shares were issued at between
65.8p and 67.6p per share, with an aggregate nominal value
of £2,054,759 pursuant to the offer for subscription
announced on 16 January 2024. The aggregate
consideration for the shares was £13,666,941 which included
share issue costs of £563,055.
In December 2024, 1,930,047 shares were issued at 65.0p,
with an aggregate nominal value of £193,005 pursuant to the
offer for subscription announced on 6 November 2024. The
aggregate consideration for the shares was £1,255,019 which
included share issue costs of £40,981.
Under the terms of the Company’s Dividend Reinvestment
Scheme, the Company allotted: 1,238,648 Ordinary Shares at
63.85p per share to subscribing Shareholders on 16 August
2024 and 1,103,805 Ordinary Shares at 61.4p per share to
subscribing Shareholders on 17 January 2025. The
aggregate consideration for the shares was £1,468,613.
At the 2024 Annual General Meeting, Shareholders
authorised the Company to make market purchases of its
own shares of up to 14.99% of the share capital in issue at
that date and to waive pre-emption rights and issue up to
38,629,834 Ordinary Shares.
Annual Report & Accounts 2025
36
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During the year, the Company repurchased a further
13,857,760 Ordinary Shares for an aggregate consideration
(net of costs) of £8,404,811 being an average price of 60.65p
per share and which represented 5.4% of the Company’s
issued share capital at the start of the year and which had an
aggregate nominal value of £1,385,776. These shares were
subsequently cancelled. Costs relating to the share
repurchases amounted to £42,046. These shares were
repurchased in accordance with the Company’s buyback
policy in order to provide liquidity to Shareholders.
At the current date, authority remains for the Company to
make market purchases of up to 24,772,075 Ordinary Shares.
A resolution to renew this authority will be put to
Shareholders at the Annual General Meeting taking place on
15 July 2025.
Auditor
The financial year to 28 February 2025 sees the fourteenth
audit completed by BDO LLP. In line with the FRC’s guidance
on audit best practice and its recommendation that
companies should put their audit out to tender every
10 years, the Company completed an audit tender process in
May 2021 which led to the re-appointment of BDO LLP at the
2021 AGM.
A resolution to re-appoint BDO LLP as the Company’s auditor
for the following year will be proposed at the forthcoming
AGM.
Annual General Meeting
The Annual General Meeting of the Company will be held at
the offices of Beringea LLP, at Charter House, 55 Drury Lane,
London, WC2B 5SQ at 12:00pm on Tuesday 15 July 2025.
Those intending to attend the AGM are asked to register their
intention by emailing info@beringea.co.uk
in advance of the
meeting. We understand that attendance in person may not
be possible or desirable for all who wish to attend. Therefore,
the Company offers Shareholders the option to follow
proceedings of the meeting via video conference link. Any
Shareholders who wish to follow the meeting remotely,
should email info@beringea.co.uk
for joining instructions.
Please note Shareholders attending remotely will not be
able to vote or speak at the AGM. Votes may be cast
electronically at www.signalshares.com
by those
Shareholders that cannot attend.
Full details of the business to be conducted at the AGM
are given in the Notice of Annual General Meeting on
pages 82 to 83 of this Report.
Substantial Interests
As at 28 February 2025, and at the date of this report, the
Company was not aware of any beneficial interest exceeding
3% of the issued share capital. The same was true of the
prior year.
Directors’ Indemnity
Directors’ and Officers’ liability insurance cover is held by the
Company in respect of the Directors.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations. They are also responsible for
ensuring that the Annual Report and Accounts includes
information required by the Listing Rules of the Financial
Conduct Authority.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have elected to prepare the financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards
and applicable law). 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 of the
Company for that period.
In preparing the financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgments and accounting estimates that are
reasonable and prudent;
• state whether applicable UK accounting standards have
been followed, subject to any material departures
disclosed and explained in the financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
• prepare a directors’ report, a strategic report and
directors’ remuneration report which comply with the
Companies Act 2006.
The Board considers that the Annual Report and Accounts,
taken as a whole, are fair, balanced and understandable and
that they provide the information necessary for Shareholders
Annual Report & Accounts 2025
37
177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 37
Directors’ Report (cont.)
to assess the Company’s position, performance, business
model and strategy.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions, to disclose with reasonable
accuracy at any time the financial position of the Company
and to enable them to ensure that the financial statements
comply with the requirements of the Companies Act 2006.
The maintenance and integrity of the Company’s website is
the responsibility of the directors. 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.
Website Publication
The Directors are responsible for ensuring that the Annual
Report and Accounts are made available on a website. The
Annual Report and Accounts are published on the ProVen
VCTs’ website www.proveninvestments.co.uk
, 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 Directors’
responsibility also extends to the ongoing integrity of the
financial statements contained therein. The maintenance
and integrity of the Company’s website is also the
responsibility of the Directors.
Directors’ Responsibilities Pursuant to the
Disclosure and Transparency Rule 4
Each of the Directors, whose names are listed on page 23,
confirms that to the best of each person’s knowledge:
• the financial statements, which have been prepared in
accordance with United Kingdom Generally Accepted
Accounting Practice, give a true and fair view of the
assets, liabilities, financial position and profit or loss of
the Company; and
• the Directors’ Report, Chair’s Statement, Strategic
Report, Investment Manager’s Review and Review of
Investments include a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal
risks and uncertainties that it faces.
Corporate Governance
The Statement of Corporate Governance is set out on
pages 40 to 45 and forms part of this Directors’ Report.
Political Donations
No political donations were made by the Company during the
year ended 28 February 2025 (2024: £nil).
Other Matters
Information in respect of financial instruments, greenhouse
gas emissions and future developments which were
previously disclosed within the Directors’ Report has been
disclosed within the Strategic Report on pages 34 and 35
and in the Auditor’s Report.
Post Balance Sheet Events
Between 28 February 2025 and the date of the Annual
Report & Accounts, the Company issued 16,486,817 Ordinary
Shares for an aggregate consideration of £10.8 million under
the combined offer for subscription with ProVen Growth and
Income VCT plc which launched on 6 November 2024. Share
issue costs thereon amounted to £0.5 million.
Since the year end, the Company has made one new
investment and two follow on investments. In March 2025,
£1.2 million was invested into Limitless Travel, an innovative
travel company specialising in accessible holidays for people
with disabilities and restricted mobility. Also in March, a
follow-on investment of £0.2 million was made into MOTH. In
April, a small follow-on investment of £0.1 million was made
into Mojo.
Statement as to Disclosure of Information
to the Auditor
The Directors in office at the date of the Report have
confirmed, as far as they are aware, that there is no relevant
audit information of which the Auditor is unaware. Each of the
Directors have confirmed that they have taken all the steps
that they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to
establish that it has been communicated to the Auditor. This
confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the
Companies Act 2006.
The Directors’ Report, which has been approved by the
Board, includes all relevant information required to be
disclosed under UK Listing Rule 6.6.1R.
Annual Report & Accounts 2025
38
177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 38
Going Concern
The Company’s business activities, together with the
factors likely to affect its future development, performance
and position, are set out in the Chair’s Statement on
pages 4 to 7, the Investment Manager’s Review on
pages 8 to 11, the Strategic Report on pages 24 to 35 and the
Directors’ Report on pages 36 to 39. The financial position of
the Company, its cash flows, liquidity position and borrowing
facilities are shown in the Statement of Financial Position on
page 62, the Statement of Cash Flows on page 63 and the
Strategic Report on pages 24 to 35. In addition, notes 15 and
16 to the financial statements include the Company’s
objectives, policies and processes for managing its capital,
its financial risk management objectives, details of its
financial instruments, and its exposures to credit risk and
liquidity risk.
The Company has considerable financial resources both at
the year end and at the date of this Report, and holds a
diversified portfolio of investments. As part of the viability
statement, financial projections for a three-year period are
also prepared and subjected to stress testing. As a
consequence, the Directors believe that the Company is well
placed to manage its business risks successfully. The
Directors have a reasonable expectation that the Company
has adequate resources to continue in operational existence
for the twelve months from the date of signing off this Report.
Thus, they continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
By order of the Board.
Beringea LLP
Company Secretary
Charter House
55 Drury Lane
London, WC2B 5SQ
5 June 2025
Annual Report & Accounts 2025
39
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The Statement of Corporate Governance forms part of the
Directors’ Report on pages 36 to 39. The longer term viability
statement on page 32 also forms part of this report.
The Board has considered the principles and provisions of
the AIC Code of Corporate Governance (“AIC Code”).
The AIC Code addresses the principles and provisions set
out in the 2018 UK Corporate Governance Code (the “UK
Code”), as well as setting out additional provisions on issues
that are of specific relevance to investment companies.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the
Financial Reporting Council, provides more relevant
information to Shareholders. Except as set out below in ‘The
Board’ section, the Company has complied with the
principles and provisions of the AIC Code.
The AIC Code is available on the AIC website
(www.theaic.co.uk
). It includes an explanation of how the AIC
Code adapts the principles and provisions set out in the UK
Code to make them relevant for investment companies.
By reporting against the AIC Code, the Board are meeting
their obligations in relation to the UK Code and associated
disclosure requirements under UK Listing Rule 6.6.6R. The
UK Code includes provisions relating to the role of the chief
executive, executive directors’ remuneration and workforce
which are not relevant to an externally managed investment
company. The Company has therefore not reported further in
respect of these provisions.
The Board is aware of the updated AIC Code published in
August 2024 which reflects updates in the UK Corporate
Governance Code 2024 and will apply to financial years
beginning on or after 1 January 2025.
The Board
The Company has a Board comprising four non-executive
Directors. James Barbour-Smith was appointed as a Director
of the Company on 22 July 2024 and, following a transition
period, Barry Dean resigned as a director of the Company on
17 October 2024. The Chair is Neal Ransome and the Senior
Independent Director is Lorna Tilbian. Neal Ransome, James
Barbour-Smith and Lorna Tilbian are considered to be
independent Directors by the Board, and this independence
is considered and challenged annually through a formal
review of independence. Lorna Tilbian has served on the
Board for more than nine years and will offer herself for
re-election at the forthcoming AGM in accordance with
Company policy. The Board reviewed the independence of
Lorna Tilbian and concluded that despite her long tenure, she
continues to be independent. She is not involved in the
day-to-day running of the Company and provides strong
strategic insight to the Company as well as robust challenge
to the Investment Manager. Malcolm Moss is not
independent by virtue of being a partner of the Investment
Manager and will be stepping down from the Board with
effect from 15 July 2025. Biographical details of all Board
members (including the significant commitments of the
Chair) are shown on page 23. All non-executive Directors
have sufficient time to meet their board responsibilities and
no significant additional external appointments have been
taken by any of the non-executive Directors during the
current financial year.
In accordance with Company policy, all Directors will resign at
the forthcoming AGM and, being eligible, offer themselves for
re-election (save for Malcolm Moss who will be stepping down
from the board with effect from 15 July 2025). Following a
formal Board evaluation (further details of which are set out on
page 44), each Director continues to be effective, providing
considerable experience and continuity to the Company. Each
of the Directors demonstrates commitment to their role, to the
Board and the Company and the Board therefore has no
hesitation in recommending each of the Directors that are
standing for re-election at the forthcoming AGM.
The primary focus of Board meetings is the review of
investment performance and associated matters. Full Board
meetings take place to discuss and approve the quarterly
results of the Company and the Board may meet periodically
to address specific issues including considering
recommendations from the Investment Manager.
The Board has a formal schedule of matters specifically
reserved for its decision which include:
• determination of the Company’s investment objective
and policy;
• determination and approval of appropriate dividend
payments;
• approval of new share issues and share buybacks;
• regular review of the group’s overall corporate
governance arrangements; and
• regular review of the performance of the Company’s
Investment Manager.
The Board also provides oversight of the Company’s strategy.
The Investment Manager regularly consults with the Board on
potential new investments as well as preparing detailed
reports to the Board covering advanced investment
prospects and the performance of individual portfolio
companies which are considered by the Board on a quarterly
basis. When considering business strategy, the Board also
considers other matters such as the interests of its various
stakeholders and the long-term impact of its actions on the
Company’s future and reputation. Risks and opportunities to
the future success of the Company’s business model are
considered and addressed at each Board meeting. In the year
Statement of Corporate Governance
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177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 40
ended 28 February 2025, the Board continued to help
broaden its investor base by offering its latest fundraising on a
crowdfunding platform. The Board considers the Company’s
current business model to be sustainable. It notes the
considerable financial resources held at the year end and a
diversified portfolio of investments that continues to broaden.
The Chair
The Chair leads the Board in the determination of its strategy
and in the achievement of its objectives. The Chair is
responsible for organising the business of the Board,
ensuring its effectiveness and setting its agenda, and has no
involvement in the day-to-day business of the Company or
any other relationships that may create a conflict of interest
between the Chair’s interest and those of the Shareholders.
The Board does not have a policy of limiting the tenure of any
Director, including the Chair, as the Board does not consider
that a Director’s length of service reduces his or her ability to
act independently of the Investment Manager.
The Senior Independent Director is available to Shareholders
if they have a concern that contact through the normal
channels of the Chair and/or other Directors have failed to
resolve or where such contact would be inappropriate. The
Senior Independent Director also provides a sounding board
for the Chair and serves as an intermediary to other
non-executive directors where necessary as well as
reviewing and appraising the Chair’s performance on at least
an annual basis.
Whilst the Company does not have a workforce, the Board
assesses and monitors its own behaviour to ensure it
promotes a culture of openness and debate. The Board is
also very conscious of promoting its culture in its
engagement with the wider stakeholders of the Company.
The Board works closely with the Investment Manager in
reviewing how stakeholder issues are handled, ensuring
good governance and responsibility in managing the
Company’s affairs.
Directors review the disclosure of conflicts of interest
regularly, with any changes reviewed and noted at the
beginning of each Board meeting. Procedures to disclose
and authorise conflicts of interest have been adhered to
throughout the year. The Board has also established
procedures whereby Directors wishing to do so in the
furtherance of their duties may take independent
professional advice at the Company’s expense.
All Directors have access to the advice and services of the
Company Secretary. The Company Secretary provides the
Board with full information on the Company’s assets and
liabilities and other relevant information requested by the
Chair, in advance of each Board meeting as well as advising
on corporate governance related matters. Should any
Director have concerns about the operation of the Board or
Company that cannot be resolved by the Board, they can
raise such concerns with the Company Secretary or with
independent professional advisers. Any such concerns
would be recorded in Board minutes of the Company and in
the case of a resigning non-executive Director, the Director
would be asked to make a written statement to the Chair, for
circulation to the Board.
Share Capital
The rights and obligations attaching to the Company’s
shares, including the power of the Company to buy back
shares and details of any significant Shareholders, are set
out in the Chair’s Statement on page 5 and the Directors’
Report on pages 36 to 37.
Board and Committee Meetings
The following table sets out the Directors’ attendance at full
Board and Committee meetings held during the year ended
28 February 2025.
Audit Committee Remuneration Nomination
Board Meetings Meetings Committee Meetings Committee Meetings
Director held attended held attended held attended held attended
Neal Ransome 5 5 2 2 1 1 1 1
James Barbour-
Smith*
3311––––
Barry Dean** 3 2 1 1 1 1 1 1
Malcolm Moss 5 5 n/a n/a n/a n/a n/a n/a
Lorna Tilbian 5 5 2 2 1 1 1 1
* Appointed to the Board on 22 July 2024.
** Resigned from the Board on 17 October 2024.
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Statement of Corporate Governance (cont.)
These areas are discussed between the Audit Committee,
Board and the Investment Manager during the year and at
the regular Board meetings in order that any potential issues
are identified and addressed on a timely basis. The Audit
Committee and/or Investment Manager will engage outside
professional support where this is deemed desirable and in
the interests of Shareholders.
The Audit Committee reviews the performance and
continued suitability of the Company’s auditor. In advance of
each audit, BDO LLP provides an audit strategy plan for
consideration by the Committee, including confirmation of
BDO’s compliance with the Ethical Standards of the Financial
Reporting Council and of the audit and non-audit fees
chargeable to the Company. BDO liaises directly with the
Investment Manager during the audit process and attends
the Audit Committee meeting at which the Annual Report
and Accounts is considered. BDO provides a detailed Audit
Committee Report outlining their audit process and setting
out their findings. The Audit Committee and Investment
Manager are able to assess the quality of BDO’s work and of
BDO’s understanding of the business. Based on these
procedures, the Audit Committee has obtained sufficient
assurance as to BDO’s independence and performance and
it therefore recommends to Shareholders that BDO be
re-appointed as Auditor for the forthcoming year. Audit fees
are disclosed in Note 4, on page 68.
Audit Committee
The Company has an Audit Committee currently comprising
of James Barbour-Smith, as Chair, Lorna Tilbian and Neal
Ransome (who sits on the Audit Committee despite being
Chair of the Board because he is a chartered accountant and
brings valuable experience from sitting on several other audit
committees).
The Audit Committee has defined terms of reference and
duties and is responsible for:
• monitoring the Company’s financial reporting;
• advising the Board on whether the Annual Report and
Accounts, taken as a whole, is fair, balanced and
understandable;
• advising the Board on whether the Annual Report and
Accounts provides the information necessary for
Shareholders to assess the Company’s position and
performance, business model and strategy;
• reviewing internal controls and risk management
systems; and
• matters regarding audit and external auditors.
The Directors’ Responsibilities Statement for preparing the
accounts is set out in the Directors’ Report on page 37, and a
statement by the Auditor about their reporting responsibilities is
set out in the Independent Auditor’s Report on pages 55 to 57.
The Audit Committee has considered the Annual Report and
Accounts for the year ended 28 February 2025 and has
reported to the Board that it considers them to be fair,
balanced and understandable providing the information
necessary for Shareholders to assess the Company’s
position and performance, business model and strategy.
The key areas considered by the Audit Committee to be
principal risks in relation to the business activities and
financial statements of the Company are set out in the
following table, together with how these risks were
addressed. A detailed analysis of the other risks and
uncertainties facing the business is set out in the Strategic
Report on pages 29 to 32.
Principal Risks Mitigation
Valuation of unquoted investments. The unquoted investment valuations are prepared by the Investment Manager and
agreed by the Board on a quarterly basis although new valuations may be prepared
and agreed as required in the event of a material movement in the valuations.
No material issues were identified for the year ended 28 February 2025.
VCT qualification monitoring reports are prepared by the Administration Manager
and approved by the Board on a quarterly basis. Twice a year, the Company’s VCT
status adviser reports to the Audit Committee in relation to compliance with the VCT
legislation. The report for the year ended 28 February 2025 showed compliance
with all aspects of the VCT regulations as summarised on page 26. The Investment
Manager regularly liaises with the Company’s VCT status adviser in relation to VCT
qualification on individual investments and addresses any recommended actions to
ensure compliance.
No material issues were identified for the year ended 28 February 2025.
Compliance with HM Revenue &
Customs conditions for approval as
a Venture Capital Trust and the
consequent preservation and/or
availability of tax reliefs for
Shareholders.
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42
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Annual Report & Accounts 2025
43
The Audit Committee safeguards the objectivity and
independence of the Auditor by reviewing the nature and
extent of non-audit services supplied by the external Auditor
of the Company, seeking to balance objectivity and value for
money, and pre-approves all non-audit work. No non-audit
work was completed in the year.
The Audit Committee has considered the need for an internal
audit function. Given the size and nature of the Company and
its relationship with key service providers, the Audit
Committee has recommended to the Board that the
oversight of the Audit Committee, together with the
processes in place, are sufficiently robust and that no internal
audit function is required.
The Audit Committee terms of reference are available from
www.proveninvestments.co.uk
.
Remuneration Committee
The Board has appointed a Remuneration Committee
comprising all independent Directors and chaired by Lorna
Tilbian. All Directors form part of this Committee as the Board
of Directors is small in size. The Remuneration Committee
determines and agrees with the Board the framework or
broad policy for the remuneration of the Company’s non-
executive Directors and reviews the ongoing
appropriateness and relevance of the remuneration policy.
The Committee generally meets once a year and at other
times as required and has specific terms of reference in
order to fulfil its duties in respect of matters relating to
remuneration. The Remuneration Committee terms of
reference are available from www.proveninvestments.co.uk
.
Nomination Committee
The Board has appointed a Nomination Committee
comprising all independent Directors and chaired by Neal
Ransome. All Directors form part of this Committee as the
Board of Directors is small in size. The Nomination
Committee’s primary function is to make recommendations
to the Board on all new appointments and also to advise
generally on issues relating to the Board composition and
balance.
In particular, the Nomination Committee:
• regularly reviews the structure, size and composition
(including the skills, knowledge, experience and
diversity) required of the Board compared to its current
position and makes recommendations to the Board with
regard to any changes;
• gives full consideration to succession planning for
Directors in the course of its work, taking into account
the challenges and opportunities facing the Company,
and what skills and expertise are therefore needed on
the Board in the future;
• is responsible for identifying and nominating for the
approval of the Board, candidates to fill board vacancies
as and when they arise;
• before any appointment is made by the Board, evaluates
the balance of skills, knowledge and experience on the
Board, and, in light of this evaluation prepares a
description of the role and capabilities required for a
particular appointment. In identifying suitable
candidates, the Nomination Committee:
– uses open advertising or the services of external
advisers to facilitate the search;
– considers candidates from a wide range of
backgrounds; and
– considers candidates on merit and against objective
criteria, and with due regard for the benefits of diversity
on the board, including gender and ethnicity, taking
care that appointees have enough time available to
devote to the position;
• ensures that on appointment to the Board,
non-executive directors receive a formal letter of
appointment setting out clearly what is expected of
them in terms of time commitment, committee service
and involvement outside board meetings.
The Nomination Committee meets as and when appropriate.
The Nomination Committee terms of reference are available
from www.proveninvestments.co.uk
.
Diversity
When considering a new appointment to the Board, the
Nomination Committee’s responsibility is to ensure that
Shareholders are safeguarded by appointing the most
appropriate person for the position (irrespective of gender or
ethnicity) giving due regard to past and present experience in
the sectors in which the Company invests. The Company
therefore does not have a specific diversity policy in place.
However, the Nomination Committee regularly reviews the
composition of the Board, including diversity and, when
considering new candidates, will take due regard to the
benefits of diversity on the Board.
In 2022, the FCA introduced new rules requiring listed
companies to report information and disclose against targets
on the representation of women and ethnic minorities on
177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 43
their boards as set out in UK Listing Rule 6.6.6 R(9). These
requirements are as follows:
(i) at least 40% of the individuals on the Board of Directors
are women;
(ii) at least one of the senior positions on the Board of
Directors is held by a woman; and
(iii) at least one individual on the Board of Directors is from a
minority ethnic background.
The Directors self-reported their gender identities and ethnic
backgrounds as part of the formal board evaluation process
in May 2025, the results of which are shown in the table
below:
Number of Percentage
Board of the
As at 1 March 2025 members Board
Gender Identity
Male 3 75%
Female 1 25%
Non-binary – –
Not specified/prefer not to
say/other – –
Ethnic Background
White 4 100%
Mixed/Multiple ethnic groups – –
Asian/Asian British _ _
Black/African/Caribbean/
Black British – –
Other ethnic group – –
The Board notes that it does not currently meet the targets
and, despite the resignation of Malcolm Moss, will continue
not to do so in the forthcoming financial year. Due to the
small size of the Board, any change in the Board
membership will have a much greater impact on
representation. Therefore, as referred to above, on future
succession and recruitment of new members to the Board,
the diversity in gender identity and ethnic background will be
taken into consideration.
Anti-Bribery Policy
The Company operates an anti-bribery policy to ensure that it
meets its responsibilities arising from the Bribery Act 2010.
This policy can be found at www.proveninvestments.co.uk
.
Board Performance Evaluation
An evaluation of the performance of the Board, each of its
committees and of the non-executive Directors was
conducted in May 2025 using a series of questionnaires.
A broad range of standard topics was covered including the
programme of regular Board or Committee business, Board
behaviours, culture and strategy. The evaluation will be
updated each year to assess the approach to risk, Board
training and the Directors’ ability to provide effective challenge.
Representatives of the Company Secretary were well placed
to prepare an updated evaluation that i) was relevant and
appropriate to the Company, ii) was understandable and
iii) ensured a full and frank discussion around any concerns
raised.
The Chair has reviewed the results of the questionnaire and
followed up relevant matters with each Director. The outcome
of the 2025 Board review has confirmed that the Directors
consider the Board to have a good balance of skills and to be
working well. The Board does not undergo an externally
facilitated board evaluation, but will consider the merits of
such a review on an annual basis.
Investment Manager and Third Party
Performance
The Board conducts a review of the terms and performance
of all service providers, including the Investment Manager
and Administration Manager on at least an annual basis. The
2025 review did not raise any concerns and the performance
of all third party service providers was considered
satisfactory. The Board also reviews the terms of the
investment management agreement with the Investment
Manager immediately before an offer is launched. The
investment management agreement sets out the duties and
responsibilities of the Investment Manager.
Statement of Corporate Governance (cont.)
Annual Report & Accounts 2025
44
VRAI
177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 44
Relations with Shareholders
Shareholders have the opportunity to meet the Board at the
Annual General Meeting. The Board is also happy to respond
to any written queries made by Shareholders during the
course of the year, or to meet with major Shareholders if so
requested. A shareholder event for the ProVen VCTs is also
held each year and Shareholders were invited to attend a
virtual version of this in July 2024.
Separate resolutions are proposed at the Annual General
Meeting on each substantially separate issue. The proxy
votes are collated and the results (together with the proxy
forms) are forwarded to the Company Secretary immediately
prior to the Annual General Meeting. In order to comply with
the UK Corporate Governance Code, proxy votes are
announced at the Annual General Meeting, except in the
event of a poll being called. The notice of the next Annual
General Meeting can be found at the end of the Annual
Report and Accounts.
Articles of Association
The Company may amend its Articles of Association by
special resolution in accordance with section 21 of the
Companies Act 2006.
Risk Management and Internal Control
The Board has adopted an Internal Control Manual (the
“Manual”) for which they are responsible, which has been
compiled to comply with the UK Corporate Governance Code
and the AIC Code of Corporate Governance. The Manual is
designed to provide reasonable, but not absolute, assurance
against material misstatement or loss, which it achieves by
detailing the perceived risks and controls in place to mitigate
them. The Board reviews the perceived risks in line with
relevant guidance on an annual basis and implements
additional controls as appropriate. The Board reviews a Risk
Register on at least an annual basis. The main aspects of
internal control in relation to financial reporting by the Board
are as follows:
• review of quarterly reports from the Investment Manager
on the portfolio of investments held, including additions
and disposals;
• quarterly reviews by the Board of the Company’s
investments, other assets and liabilities, and revenue
and expenditure and detailed review of unquoted
investment valuations;
• quarterly reviews by the Board of compliance with the
venture capital trust regulations to retain status,
including a review of half yearly reports from Philip Hare
& Associates LLP;
• a separate review of the Annual Report and Accounts
and Half Yearly report by the Audit Committee prior to
Board approval; and
• a review by the Board of all financial announcements
prior to release.
The Board is responsible for ensuring that the procedures to
be followed by the advisers and themselves are in place, and
for monitoring the systems of risk management and internal
control. It also reviews the effectiveness of the Manual,
based on the report from the Audit Committee, on an annual
basis to ensure that the controls remain relevant and were in
operation throughout the year.
Although the Board is ultimately responsible for safeguarding
the assets of the Company, the Board has delegated,
through written agreements, the day-to-day operation of the
Company to external advisers, including Beringea LLP as the
Investment Manager and the Administration Manager.
The Board is satisfied that the risk management and internal
control systems are effective and has identified no significant
problems that warrant disclosure in the Annual Report and
Accounts.
By order of the Board.
Beringea LLP
Company Secretary
Charter House
55 Drury Lane
London, WC2B 5SQ
5 June 2025
Annual Report & Accounts 2025
45
177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 45
Directors’
Remuneration
Report
Annual Statement by the Chair of the
Remuneration Committee
The Remuneration Committee comprises all independent
members of the Board and is chaired by Lorna Tilbian. No
increases to the existing rates of Directors’ remuneration are
proposed for the forthcoming year.
Directors’ Remuneration Policy
Shareholders must vote on the Directors’ remuneration
policy every three years or sooner if the Company wishes to
make changes to the policy. Shareholders last voted on the
remuneration policy on 17 July 2024. No changes to the
Directors’ remuneration policy are proposed.
The Company’s policy on Directors’ remuneration is to seek
to remunerate board members at a level appropriate for the
time commitment and high level of responsibility borne by
the non-executive Directors and should be broadly
comparable with that paid by similar companies.
Non-executive Directors will not be entitled to any
performance related pay or incentive (other than Malcolm
Moss by virtue of also being a partner of the Investment
Manager).
Directors’ remuneration is also subject to the Company’s
Articles of Association as follows:
• the Directors shall be paid out of the funds of the
Company by way of fees for their services, an aggregate
sum not exceeding £200,000 per annum. The Directors
shall also receive by way of additional fees such further
sums (if any) as the Company in General Meeting may
from time to time determine. Such fees and additional
fees shall be divided among the Directors in such
proportion and manner as they may determine and in
default of determination, equally; and
• the Directors shall be entitled to be repaid all reasonable
travel, hotel and other expenses incurred by them
respectively in the performance of their duties as
Directors including any expenses incurred in attending
meetings of the Board or of Committees of the Board or
General Meetings and if, in the opinion of the Directors, it
is desirable that any of their number should make any
special journeys or perform any special services on
behalf of the Company or its business, such Director or
Directors may be paid reasonable additional
remuneration and expenses as the Directors may from
time to time determine.
The Company’s policy in respect of loss of office payments is
to consider each situation as it arises on its own merits.
Statement of Voting at Annual General
Meeting
The Board usually receives feedback from Shareholders from
time to time via direct correspondence, telephone calls, at
the Annual General Meeting and at the Shareholder
presentation held each year. The Remuneration Committee
will take account of any comments in respect of the
remuneration policy when it undertakes its regular review of
the Company’s policy.
Annual Report & Accounts 2025
46
177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 46
Shareholders’ views in respect of Directors’ remuneration are
communicated at the Company’s Annual General Meeting
and are taken into account in formulating the Directors’
remuneration policy. At the last Annual General Meeting held
on 17 July 2024, the following votes were received in respect
of the resolution approving the Directors’ Remuneration
Report:
Voting Votes received Percentage
Votes for 7,477,822 90.13%
Votes for – discretion 499,477 6.02%
Votes against 319,313 3.85%
Votes received 8,296,612 100.00%
Votes withheld 171,667
Agreements for Service
Each of the Directors has an agreed letter of appointment
(which is available for inspection at the Company’s registered
office) whereby he or she is required to devote such time to
the affairs of the Company as the Board reasonably requires
consistent with his or her role as a non-executive Director.
A three month rolling notice applies.
Annual Report on Remuneration
The Board and Remuneration Committee have prepared this
report in accordance with the requirements of the
Companies Act 2006. A resolution to approve this report will
be put to the members at the Annual General Meeting to be
held on 15 July 2025.
Directors’ Remuneration (Audited)
Directors’ fees for the year under review were as follows:
Year ended Year ended
28 Feb 2025 29 Feb 2024
££
Neal Ransome (Chair) 43,000 43,000
Barry Dean
1
23,338 37,000
Malcolm Moss
2,3
– 10,000
James Barbour-Smith
4
23,196 –
Lorna Tilbian 35,000 35,000
124,534 125,000
1
Resigned from the Board on 17 October 2024.
2
The remuneration of Malcolm Moss was paid to Beringea LLP.
3
With effect from 1 November 2023, no further director fees were charged by
Beringea LLP, on behalf of Malcolm Moss, although he remains a director of
the Board.
4
Appointed to the Board on 22 July 2024.
No other emoluments or pension contributions were paid by
the Company to, or on behalf of, any Director. The Company
does not have any share options in place.
Directors’ Remuneration for the Year to
28 February 2026
The remuneration levels for the forthcoming year are
expected to be at the following rates:
Expected Annual Expense £
Neal Ransome (Chair) 43,000
James Barbour-Smith 37,000
Lorna Tilbian 35,000
Malcolm Moss nil
115,000
Annual Report & Accounts 2025
47
177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 47
Directors’ Remuneration Report (cont.)
Changes to Directors’ remuneration over five years
Year ended Year ended
28 Feb 2025 29 Feb 2020 Annual
Role (£) (£) Overall Change Average Change
Neal Ransome 43,000 37,500 14.7% 2.9%
Barry Dean* 23,338 30,000 (22.2)% (4.4)%
Lorna Tilbian 35,000 30,000 16.7% 3.3%
James Barbour-Smith** 23,196 – 100.0% 20.0%
Malcolm Moss – 15,000 (100.0)% (20.0)%
Total 124,534 112,500 10.7% 2.1%
* Barry Dean resigned as Director on 17 October 2024.
** James Barbour-Smith was appointed as Director on 22 July 2024.
Annual Change in Directors’ remuneration
Role 2025 2024 2023 2022
Neal Ransome 0.0% 7.5% 0.0% 6.7%
Barry Dean* (36.9)% 8.8% 0.0% 13.3%
Lorna Tilbian 0.0% 9.4% 0.0% 6.7%
James Barbour-Smith** 100.0% – – –
Malcolm Moss (100.0)% (33.3)% 0.0% 0.0%
* Barry Dean resigned as Director on 17 October 2024.
** James Barbour-Smith was appointed as Director on 22 July 2024.
Directors’ Shareholdings (Audited)
The Directors of the Company during the year and their
beneficial interests in the issued Ordinary Shares of the
Company at 28 February 2025 and 29 February 2024 were
as follows:
Director 28 Feb 2025 29 Feb 2024
Neal Ransome 80,485 64,985
Barry Dean* – 29,252
James Barbour-Smith** – –
Malcolm Moss 257,434 273,465
Lorna Tilbian 62,987 62,987
* Barry Dean resigned as Director on 17 October 2024.
** James Barbour-Smith was appointed as Director on 22 July 2024.
On 17 March 2025, James Barbour-Smith was allotted
23,376 Ordinary Shares under the combined offer for
subscription dated 6 November 2024. There were no other
movements in Directors’ holdings since the year end.
The Company has not set out any formal shareholding
guidelines for Directors.
Insurance Cover
Directors’ and Officers’ liability insurance cover is held by the
Company in respect of the Directors.
Annual Report & Accounts 2025
48
177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 48
Relative Importance of Spend on Pay
The difference in actual spend between 2024 and 2025 on remuneration for all Directors in comparison to distributions
(dividends and share buy backs) and other significant spending are set out in the tabular graph below:
0
4,000
8,000
12,000
16,000
20,000
Dividends and share buy backs
Relative Spend on Pay (£’000)
2025
2024
Directors’ pay Investment management fees
and performance incentive fee
17,227
11,338
125 125
3,459
3,283
Annual Report & Accounts 2025
49
Performance Graph
Feb-15
Feb-16
Feb-20
Feb-19
Feb-17
Feb-18
Feb-22
Feb-23
Feb-24
Feb-25
VCT
Generalist
Share Price
Total Return
(Morningstar)
ProVen VCT
NAV Total
Return
ProVen VCT
Share Price
Total Return
Feb-21
70.0
90.0
110.0
130.0
150.0
170.0
190.0
210.0
The chart above represents the Company’s Ordinary Share
performance over the reporting periods since 28 February
2015 and compares the Net Asset Value Total Return and the
Share Price Total Return to the rebased VCT Generalist Share
Price Total Return Index (source: Morningstar). Net Asset
Value Total Return is calculated as Net Asset Value plus
dividends and/or capital distributions reinvested in the share
class at the Net Asset Value prevailing at the date the
dividends/distributions were paid. Share Price Total Return is
calculated in a similar way, but reinvesting dividends at the
mid-market share price at the date dividends are paid. The
VCT Generalist Share Price Total Return is considered to be a
benchmark for the Company. The series has been rebased
to 100 as at 28 February 2015.
By order of the Board.
Beringea LLP
Company Secretary
Charter House
55 Drury Lane
London, WC2B 5SQ
5 June 2025
177654 PVN Report & Accounts Pt3_177654 PVN Report & Accounts Pt3 06/06/2025 07:58 Page 49
Independent
Auditor’s Report
Annual Report & Accounts 2025
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 28 February 2025 and of its profit for the
year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice;
• have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of ProVen VCT plc
(the ‘Company’) for the year ended 28 February 2025 which
comprise the Income Statement, the Statement of Changes
in Equity, the Statement of Financial Position, the Statement
of Cash Flows and 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 United Kingdom
Accounting Standards, including Financial Reporting
Standard 102 The Financial Reporting Standard applicable in
the UK and Republic of Ireland (United Kingdom Generally
Accepted Accounting Practice).
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 in May 2021 to
audit the financial statements for the year ended 29 February
2022 and subsequent financial periods. The period of total
uninterrupted engagement including retenders and
reappointments is 14 years, covering the years ended 29
February 2012 to 28 February 2025. 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 as at year end and reviewing the
calculations therein to check 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;
To the members of ProVen VCT plc
50
177654 PVN Report & Accounts Pt4_177654 PVN Report & Accounts Pt4 06/06/2025 08:03 Page 50
• 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 the Directors’ method of assessing the going
concern in light of market conditions.
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
Key audit
Valuation of unquoted investments
matters
2025 3
2024 3
Materiality
Company financial statements as a whole
£3.4m (2024: £2.4m) based on 2% of Net
Assets (2024: 2% of the value of Gross
investments).
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.
Valuation of unquoted investments Notes 1 and 9
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 also an inherent risk of management override arising
from the unquoted investment valuations being prepared by
the Investment Manager, who is remunerated based on the
net asset value of the company.
For these reasons we considered the valuation of unquoted
investments to be a key audit matter.
How the scope of our audit addressed the key audit
matter
We have assessed the design and implementation of
controls involved in the investment valuation process and
have tested a sample of unquoted investments such that the
untested value of the investment has remained under the
performance materiality threshold for the audit.
For all Investments in our sample we:
Challenged whether the valuation methodology was
appropriate in the circumstances under the International
Private Equity and Venture Capital Valuation (“IPEV”)
Guidelines and the applicable accounting standards. We
have recalculated the value attributable to the Company,
having regard to the application of enterprise value across
the capital structures of the investee companies.
51
Annual Report & Accounts 2025
51
177654 PVN Report & Accounts Pt4_177654 PVN Report & Accounts Pt4 06/06/2025 08:03 Page 51
Independent Auditor’s Report (cont.)
For investments sampled that were valued using earnings or
revenue multiples 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;
• 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.
Annual Report & Accounts 2025
52
177654 PVN Report & Accounts Pt4_177654 PVN Report & Accounts Pt4 06/06/2025 08:03 Page 52
53
Company financial statements
2025 £m 2024 £m
Materiality £3,379,000 £2,400,000
Basis for determining
materiality
% of Net assets
The change in materiality benchmark from
gross to net assets is to align with our
standardised approach to the sector as well
as wider industry practice.
% 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 comprised of unquoted
investments which would typically have a
wider spread of reasonable alternative
possible valuations, we have applied a
percentage of 2% of net assets.
In setting materiality, we have had regard
to the nature and disposition of the
investment portfolio. Given that the VCT’s
portfolio is 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 assets
Performance materiality £2,500,000 £1,800,000
Basis for determining
performance materiality
75% of Materiality
Rationale for the percentage
applied for performance
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.
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.
Based on our professional judgement, we determined
materiality for the financial statements as a whole and
performance materiality as follows:
177654 PVN Report & Accounts Pt4_177654 PVN Report & Accounts Pt4 06/06/2025 08:03 Page 53
Reporting threshold
We agreed with the Audit Committee that we would report to
them all individual audit differences in excess of £169,000
(2024:£120,000). 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 UK 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.
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.
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.
54
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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.
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.
Corporate
governance
statement
In our opinion, based on the work
undertaken in the course of the audit
the information about internal control
and risk management systems in
relation to financial reporting
processes and about share capital
structures, given in compliance with
rules 7.2.5 and 7.2.6 in the Disclosure
Guidance and Transparency Rules
sourcebook made by the Financial
Conduct Authority (the FCA Rules), is
consistent with the financial
statements and has 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 this
information.
In our opinion, based on the work
undertaken in the course of the audit
information about the Company’s
corporate governance code and
practices and about its administrative,
management and supervisory bodies
and their committees complies with
rules 7.2.2, 7.2.3 and 7.2.7 of the FCA
Rules.
We have nothing to report arising from
our responsibility to report if a corporate
governance statement has not been
prepared by the Company.
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.
55
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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.
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:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in
which it operates;
• Discussion with the investment manager and those
charged with governance;
• Obtaining and understanding of the Company’s policies
and procedures regarding compliance with laws and
regulations; and
we considered the significant laws and regulations to be the
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 2022 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 in respect of the above included:
• 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 meetings of those charged with
governance and legal correspondence and invoices
throughout the period for instances of non-compliance
with laws and regulations.
Fraud
We assessed the susceptibility of the financial statement to
material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with
governance regarding any known or suspected
instances of fraud;
• Obtaining an understanding of the Company’s policies
and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks
related to fraud.
• Review of minutes of meeting of those charged with
governance for any known or suspected instances of
fraud; and
• Discussion amongst the engagement team as to how
and where fraud might occur in the financial statements;
Based on our risk assessment, we considered the areas
most susceptible to fraud to be the valuation of unquoted
investments and management override of controls.
Our procedures in respect of the above included:
• Considered the opportunity and incentive to manipulate
accounting entries and target tested relevant
adjustments made in the period end financial reporting
process;
56
Independent Auditor’s Report (cont.)
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• ‘Stand back’ procedures designed to identify any
transactions considered to be outside the normal
course of business, relating to areas of significant
subjectivity or indicative of pervasive bias;
• Review of estimates and judgements applied by
management in the valuation of investments, to assess
their appropriateness and the potential existence of
systematic bias; and
• Review of unadjusted audit differences and audit
estimation differences for indications of bias or
deliberate misstatement.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement team
members who were all deemed to have appropriate
competence and capabilities 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.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
5 June 2025
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
57
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------≠≠≠≠≠≠≠≠≠----===--≠≠≠
Income Statement
For the year ended 28 February 2025
Year ended 28 February 2025 Year ended 29 February 2024
Note
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Income 2 2,369 – 2,369 2,834 – 2,834
Realised gains on investments 9 – 2,047 2,047 – 431 431
Unrealised gains on investments 9 – 2,454 2,454 – 9,140 9,140
2,369 4,501 6,870 2,834 9,571 12,405
Investment management fees 3 (865) (2,594) (3,459) (821) (2,462) (3,283)
Other expenses 4 (914) (1) (915) (837) (5) (842)
Return on ordinary activities before tax 590 1,906 2,496 1,176 7,104 8,280
Tax on ordinary activities 6 ––––––
Return attributable to equity
shareholders 590 1,906 2,496 1,176 7,104 8,280
Basic and diluted return per share 8 0.2p 0.7p 0.9p 0.5p 2.9p 3.4p
All revenue and capital movements in the year relate to continuing operations. No operations were acquired or discontinued
during the year. The total column within the Income Statement represents the Income Statement of the Company, prepared in
accordance with the accounting policies detailed in note 1 to the financial statements. The supplementary revenue and capital
columns are presented for information purposes in accordance with the Statement of Recommended Practice issued by the
Association of Investment Companies.
A Statement of Comprehensive Income has not been prepared as no items have been recognised in ‘other comprehensive
income’ in the current or prior year as shown.
The accompanying notes are an integral part of these financial statements.
58
Annual Report & Accounts 2025
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Statement of Changes in Equity
59
Annual Report & Accounts 2025
For the year ended 28 February 2025
Called up Capital Share Re- Capital
share redemption Special Premium valuation reserve- Revenue
Note
capital reserve reserve reserve reserve realised reserve
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 March 2024 25,770 311 123,595 550 20,714 2,902 (5,917) 167,925
Comprehensive
Income for the year:
Management fees
allocated as capital
expenditure 3 – ––––(2,594) – (2,594)
Legal fees allocated
as capital expense – ––––(1)–(1)
Realised gains
on investments 9 – ––––2,047–2,047
Unrealised gains
on investments 9 – – – – 2,454 – – 2,454
Revenue return
after tax – –––––590590
Total comprehensive
return – – – – 2,454 (548) 590 2,496
Contributions by and
distributions to
owners:
Issue of new shares
(includes DRIS) 13 2,482 – – 13,909 – – – 16,391
Share issue costs 13 – – (604)––––(604)
Share buybacks 13 (1,385) 1,385 (8,447)––––(8,447)
Dividends paid
(includes DRIS) 7 – – (8,509)–––(271)(8,780)
Total contributions by
and distributions to
owners 1,097 1,385 (17,560) 13,909 - - (271) (1,440)
Other movements:
Transfer of previously
unrealised gains
now realised – – – – (2,331) 2,331 – –
Total other
movements – – – – (2,331) 2,331 – –
At 28 February 2025 26,867 1,696 106,035 14,459 20,837 4,685 (5,598) 168,981
177654 PVN Report & Accounts Pt4_177654 PVN Report & Accounts Pt4 06/06/2025 08:03 Page 59
Statement of Changes in Equity (cont.)
For the year ended 29 February 2024
Called up Capital Share Re- Capital
share redemption Special Premium valuation reserve- Revenue
Note
capital reserve reserve reserve reserve realised reserve
Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 March 2023 24,711 1,373 14,818 110,123 19,351 (2,839) (5,797) 161,740
Comprehensive
Income for the year:
Management fees
allocated as capital
expenditure 3 – ––––(2,462) – (2,462)
Legal fees allocated
as capital expense – ––––(5)–(5)
Realised gains
on investments 9 – ––––431–431
Unrealised gains
on investments 9 – – – – 9,140 – – 9,140
Revenue return
after tax – –––––1,1761,176
Total comprehensive
return – – – – 9,140 (2,036) 1,176 8,280
Contributions by and
distributions to owners:
Issue of new shares
(includes DRIS) 13 1,441 – – 8,117–––9,558
Share issue costs 13 – – (315)––––(315)
Share buybacks 13 (382) 382 (2,301)––––(2,301)
Dividends paid
(includes DRIS) 7 – – (7,741)–––(1,296) (9,037)
Total contributions by
and distributions
to owners 1,059 382 (10,357) 8,117 – – (1,296) (2,095)
Other movements:
Transfer of previously
unrealised gains
now realised – – – – (7,777) 7,777 – –
Cancellation of share
premium account – – 117,690 (117,690)––––
Cancellation of capital
redemption reserve – (1,444) 1,444–––––
Total other movements – (1,444) 119,134 (117,690) (7,777) 7,777 – –
At 29 February 2024 25,770 311 123,595 550 20,714 2,902 (5,917) 167,925
The special reserve, capital reserve-realised and revenue reserve are all distributable reserves. Reserves available for
distribution therefore amount to £105,484,000 (2024: £120,580,000). During the year the Company repurchased 13,857,760
shares (2024: 3,824,356) with a nominal value of £1,385,776 (2024: £382,437). All shares were subsequently cancelled.
The accompanying notes are an integral part of these financial statements.
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61
PLUM GUIDE
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Statement of Financial Position
As at 28 February 2025
28 February 29 February
2025 2024
Note
Total Total
£’000 £’000
Fixed assets
Investments 9 128,410 121,670
Current assets
Debtors 10 1,339 2,863
Cash at bank and in hand 11 94 184
Current asset investments 11 39,477 44,458
40,910 47,505
Creditors: amounts falling due within one year 12 (339) (1,250)
Net current assets 40,571 46,255
Total assets less current liabilities 168,981 167,925
Capital and reserves
Called up share capital 13 26,867 25,770
Capital redemption reserve 1 1,696 311
Special reserve 106,035 123,595
Share premium reserve 1 14,459 550
Revaluation reserve 20,837 20,714
Capital reserve – realised 4,685 2,902
Revenue reserve (5,598) (5,917)
Total equity shareholders’ funds 168,981 167,925
Basic and diluted net asset value per share 14 62.9p 65.2p
The financial statements on pages 58 to 63 were approved
and authorised for issue by the Board of Directors on 5 June
2025 and were signed on its behalf by:
Neal Ransome
Chair
ProVen VCT plc
Company number: 03911323
The accompanying notes are an integral part of these
financial statements.
Annual Report & Accounts 2025
62
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Statement of Cash Flows
For the year ended 28 February 2025
Year ended Year ended
28 February 2025 29 February 2024
Note
Total Total
£’000 £’000
Return on ordinary activities before taxation 2,496 8,280
Gain on investments (4,501) (9,571)
Increase in prepayments, accrued income and
other debtors (44) (126)
Increase in accruals and other creditors 12 51
Net cash outflow from operating activities (2,037) (1,366)
Cash flows from investing activities
Purchase of investments 9 (5,502) (9,892)
Sale of investments 9 4,798 11,038
Net cash (outflow)/inflow from investing activities (704) 1,146
Cash flows from financing activities
Proceeds from share issues
1
13 14,923 8,029
Share issue costs 13 (604) (503)
Purchase of own shares
2
13 (9,337) (1,721)
Equity dividends paid
3
7 (7,312) (7,508)
Net cash outflow from financing activities (2,330) (1,703)
Decrease in cash and cash equivalents (5,071) (1,923)
Cash and cash equivalents at beginning of year 44,642 46,565
Cash and cash equivalents at end of year 39,571 44,642
Cash and cash equivalents comprise:
Cash equivalents 11 39,477 44,458
Cash at bank and in hand 11 94 184
1
The Proceeds from share issues figure of £14,923,000 as shown above is lower than that shown in the Statement of Changes
in Equity of £16,391,000 due to £1,468,000 of new shares issued as part of the Company’s DRIS.
2
The Purchase of own shares figure of £9,337,000 as shown above is higher than that shown in the Statement of Changes in
Equity of £8,447,000 due to a creditor of £890,000 held at the previous year end.
3
The Equity dividends paid figure of £7,312,000 as shown above is lower than that shown in the Statement of Changes in Equity
of £8,780,000 due to £1,468,000 of new shares issued as part of the Company’s DRIS.
The accompanying notes are an integral part of these financial statements.
‘Net cash outflow from operating activities’ includes interest received of £69,000 (2024: £218,000) and yield from liquidity funds
of £2,272,000 (2024: £2,463,000). No interest was paid during the period.
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Annual Report & Accounts 2025
64
Notes to the Accounts
For the year ended 28 February 2025
1. Accounting policies
Basis of preparation
The Company has prepared its financial statements under
Financial Reporting Standard 102 (“FRS102”) and in
accordance with the Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies and
Venture Capital Trusts’ (the “SORP”) issued by the
Association of Investment Companies (“AIC”), which was
updated in July 2022.
The financial statements are prepared under the historical
cost convention except for the revaluation of certain financial
instruments measured at fair value.
The following accounting policies have been applied
consistently throughout the period.
Going concern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has
adequate resources to continue in operational existence for
the twelve months from the date of sign off of these financial
statements. In its assessment of the Company’s activities as
a going concern, the Board has reviewed the risks to future
performance and considered the potential impacts of those
on the Company’s future ability to continue as a going
concern. The Company’s cash resources are currently
healthy, and the portfolio of investments is diverse and not
reliant on any one sector. All significant cash outflows,
including dividends, share buybacks and investments, are
within the Company’s control. Therefore, the Board expects
that the Company has sufficient cash resources to withstand
any reasonable stress scenario, for example if the Company
was unable to raise further funds, and believes that it is
appropriate to continue to adopt the going concern basis of
accounting in preparing these financial statements.
Presentation of Income Statement
In order to better reflect the activities of an investment
company and, in accordance with guidance issued by the
AIC, supplementary information which analyses the Income
Statement between items of a revenue and capital nature
has been presented alongside the Income Statement. The
revenue return attributable to equity Shareholders is the
measure the Directors believe appropriate in assessing the
Company’s compliance with certain requirements set out in
Part 6 of the Income Tax Act 2007.
Share Capital and Reserves
Called up share capital – The nominal value of shares
issued, increased for subsequent share issues either via an
offer for subscription or the Company’s dividend
reinvestment scheme, or reduced due to shares bought back
by the Company for cancellation.
Capital redemption reserve – The nominal value of shares
bought back and cancelled. In the prior year, the capital
redemption reserve was cancelled with the balance
transferred to the special reserve. Therefore, the movement
in this reserve for the year to 28 February 2025 appears
material when it is not.
Special reserve – This reserve is created from cancellations
of the balances upon the Share premium reserve and the
Capital redemption reserve, which are transferred to this
reserve from time to time. The Special reserve can assist in
writing off losses, which in turn enhances the ability for a
company to make distributions and implement share
buybacks. This is the distributable reserve which is currently
used to fund shares bought back by the Company for
cancellation and share issue costs on shares issued under
an Offer for Subscription. Dividends that are classified as
capital may be paid from this reserve.
Share premium reserve – This reserve contains the excess
of gross proceeds over the nominal value of shares allotted
under offers for subscription and the Company’s dividend
reinvestment scheme, to the extent that it has not been
cancelled. In the prior year, the share premium reserve was
cancelled with the balance transferred to the special reserve.
Therefore, the movement in this reserve for the year to 28
February 2025 appears material when it is not.
Revaluation 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.
In accordance with stating all investments at fair value
through profit and loss, all such movements through both
revaluation and capital reserve – realised are shown within
the Income Statement for the year.
Capital reserve – realised – The following are accounted for
in this reserve:
• gains and losses on realisation of investments;
• permanent impairment in value of investments, where
the loss of value is considered to be permanent;
• transaction costs incurred in the acquisition of
investments;
• 75% of the investment manager’s fee expense and
100% of any performance incentive fee payable; and
• other capital expenses and charges.
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65
Dividends that are classified as capital may be paid from this
reserve.
Revenue reserve – Income and expenses that are revenue
in nature are accounted for in this reserve together with the
related tax effect, as well as dividends paid that are classified
as revenue in nature.
Investments
Investments, including equity and loan stock, are recognised
at their trade date and measured at “fair value through profit
or loss” due to investments being managed and
performance evaluated on a fair value basis. A financial asset
is designated within this category if it is both acquired and
managed, with a view to selling after a period of time, in
accordance with the Company’s documented investment
policy. The fair value of an investment upon acquisition is
deemed to be cost. Thereafter investments are measured at
fair value in accordance with International Private Equity and
Venture Capital Valuation Guidelines (“IPEV Guidelines”)
updated in December 2022, together with sections 11 and 12
of FRS102. Publicly traded investments are measured using
bid prices in accordance with the IPEV Guidelines.
Where an investee company has gone into receivership or
liquidation, or the loss in value below cost is considered to be
permanent, or there is little likelihood of a recovery from a
company in administration, the loss on the investment,
although not physically disposed of, is treated as being
realised.
All investee companies are held as part of an investment
portfolio and measured at fair value. Therefore, it is not the
policy for investee companies to be consolidated and any
gains or losses arising from changes in fair value are
included in the Income Statement for the period as a capital
item.
Gains and losses arising from changes in fair value are
included in the Income Statement for the year as a capital
item and transaction costs on acquisition or disposal of the
investment are expensed.
Investments are derecognised when the contractual rights to
the cash flows from the asset expire or the Company
transfers the asset and substantially all the risks and rewards
of ownership of the asset to another entity.
Key judgements
The Directors must use judgement to determine the
appropriate valuation methodologies for estimating the fair
value of unquoted investments. These methodologies are as
follows:
• where a company is well established after an
appropriate period, the investment may be valued by
applying a suitable earnings, revenue or transaction
multiple to that company’s maintainable earnings or
revenue. The multiple used is based on comparable
listed companies, transaction data or a sector but
discounted to reflect factors such as the different sizes
of the comparable businesses, different growth rates
and the lack of marketability of unquoted shares;
• where a value is indicated by a material arm’s-length
transaction by a third party in the shares of the company
the valuation will normally be based on this, whilst also
being benchmarked against alternative valuation
methodologies; and
• where alternative methods of valuation, such as net
assets of the business, are more appropriate then such
methods may be used.
The methodology applied takes account of the nature, facts
and circumstances of the individual investment and uses
reasonable data, market inputs, assumptions and estimates
in order to ascertain fair value. Methodologies are applied
consistently from year to year except where a change results
in a better estimate of fair value.
Key estimates
The key estimates involved in determining the fair value of a
company can include:
• identifying a relevant basket of market comparables;
• deducing the discount to take on those market
comparables;
• determining reoccurring revenue;
• determining reoccurring earnings; and
• identifying surplus cash.
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Annual Report & Accounts 2025
66
Notes to the Accounts (cont.)
Fair value
Fair value is defined as the amount for which an asset could
be exchanged between knowledgeable, willing parties in an
arm’s length transaction. The Company has categorised its
financial instruments that are measured subsequent to initial
recognition at fair value, using the fair value hierarchy as
follows:
Level 1: The unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the
measurement date.
Level 2: Inputs other than quoted prices included within
Level 1 that are observable (i.e., developed using market data)
for the asset or liability, either directly or indirectly.
Level 3: Inputs are unobservable (i.e., for which market data
is unavailable) for the asset or liability.
Income
Dividend income from investments is recognised when the
shareholders’ rights to receive payment has been
established, normally the ex-dividend date.
Interest income is accrued on a time basis, by reference to
the principal outstanding and at the effective interest rate
applicable and only where there is reasonable certainty of
collection in the foreseeable future. Income which is not
capable of being received within a reasonable period of time
is reflected in the capital value of the investments.
A provision is made for any fixed income not expected to be
received.
Expenses
All expenses are accounted for on an accruals basis. In
respect of the analysis between revenue and capital items
presented within the Income Statement, all expenses have
been presented as revenue items except as follows:
• expenses which are incidental to the acquisition of an
investment are deducted from the Capital Account;
• expenses which are incidental to the disposal of an
investment are deducted from the disposal proceeds of
the investment;
• expenses are split and presented partly as capital items
where a connection with the maintenance or
enhancement of the value of the investments held can
be demonstrated. Accordingly, the investment
management fee has been allocated 25% to revenue
and 75% to capital in order to reflect the Directors’
expected long-term view of the nature of the investment
returns of the Company; and
• performance incentive fees are treated as a capital item.
Taxation
The tax effects of different items in the Income Statement
are allocated between capital and revenue on the same
basis as the particular item to which they relate using the
Company’s effective rate of tax for the accounting period.
The table below shows the majority of the investment portfolio categorised by valuation methodology, as well as the range of
market comparables or discounts/premiums used in reaching the closing valuations. The table also shows the possible
outcomes if different ranges of multiples, prices or discounts/premiums were used in valuing the portfolio. Investments that have
been valued on a net asset value basis (£5,391,000) or on a bid price basis (£16,000) are not included in the table as these
bases are not subject to alternative outcomes.
Valuation Range of Range of
as at inputs inputs
Inputs 28 February when Valuation when Valuation
to be Range of 2025 reduced outcome increased outcome
Valuation Basis sensitised inputs £'000 by 15% £'000 by 15% £'000
Multiple of revenue Market
comparables 0.9x - 9.2x 118,884 0.7x – 8.1x 111,709 1.0x – 10.2x 126,161
Market approach Pricing of similar
businesses £17m - £24m 2,793 £14m - £19m 2,793 £21m - £29m 2,793
Multiple of EBITDA Market
comparables 9.5x 900 9.2x 900 9.7x 900
Price of recent (Discount)/
investment Premium 0% 426 (15)%- 0% 384 0% - 15% 479
At 29 February 2024, a 15% reduction to the range of inputs used would have seen a decrease of £13,686,000 in the valuation of the investment portfolio, and a 15%
increase would have seen an increase of £13,369,000 in the valuation of the investment portfolio.
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Annual Report & Accounts 2025
67
Due to the Company’s status as a Venture Capital Trust and
the continued intention to meet the conditions required to
comply with 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.
Deferred taxation, which is not discounted, is provided in full
on timing differences that result in an obligation at the
balance sheet date to pay more tax, or a right to pay less tax,
at a future date, at rates expected to apply when they
crystallise based on current tax rates and law.
Timing differences arise from the inclusion of items of
income and expenditure in taxation computations in periods
different from those in which they are included in the financial
statements. Deferred tax assets are recognised to the extent
that it is regarded as more likely than not that they will be
recovered.
Foreign Exchange
Where a new investment is made in a currency other than
GBP, its cost is recorded in the accounts at the GBP
equivalent on the date of purchase and held in GBP for the
life of the investment.
Share issue costs
Expenses in relation to share issues are deducted from the
Special Reserve.
Cash at bank
Cash at bank comprises cash on hand and demand
deposits.
Current asset investments (cash equivalents)
Current asset investments comprise funds held in liquidity
funds. These are considered to be cash equivalents as they
are readily convertible into known amounts of cash at their
carrying value at immediate notice.
Debtors
Short term debtors are initially measured at transaction price.
Subsequent remeasurement deducts any impairment from
the transaction price.
Creditors
Short term trade creditors are initially and subsequently
measured at the transaction price, and are settled in a short
time frame.
2. Income
2025 2024
£’000 £’000
Income from investments
Loan stock interest 147 157
Liquidity Fund interest 2,221 2,663
2,368 2,820
Other income
Deposit interest 1 14
2,369 2,834
The Directors consider that the Company has only one
operating segment as reported to the Board of Directors in
their capacity as chief operating decision makers. All
activities arise in the United Kingdom.
3. Investment Management Fees
2025 2024
£’000 £’000
Investment management fees 3,459 3,283
The Company has an agreement with Beringea LLP for the
provision of management services in respect of its portfolio
of venture capital investments, which is terminable with one
year’s notice. The management fee is based upon an annual
amount of 2.0% of net assets. The annual running costs
(excluding performance incentive fees and trail commission)
of the Company are subject to a cap of 2.9% of the
Company’s net assets. 75% of the management fee is
allocated as capital expenditure.
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6. Taxation on Ordinary Activities
2025 2024
£’000 £’000
Tax charge for the year
Current year
UK corporation tax (charged to revenue account) – –
Charged to capital expenses ––
Charge for the year ––
Factors affecting tax charge for the year
Return on ordinary activities before tax 2,496 8,280
Tax charge calculated on operating profit at the applicable rate of 25% (2024: 24.49%*) 624 2,028
Effects of:
UK dividend income ––
Gain on investments (1,125) (2,344)
Expenses disallowed for tax purposes 1 5
Deferred tax not recognised 500 311
––
* As part of the tax changes from April 2023, the corporation tax rate has increased from 19% to 25% for the largest businesses from 1 April and full expensing is
available for three years. As a result of the corporation tax rate increase, the full rate of 25% will be applicable to businesses making profits of over £250,000. As the
prior financial year straddled the legislation change the blended rate of tax relief was 24.49% for the year ended 29 February 2024.
(a)
(b)
Annual Report & Accounts 2025
68
Notes to the Accounts (cont.)
4. Other Expenses
2025 2024
£’000 £’000
Administration services 206 120
Directors’ remuneration 125 125
Social security costs on
Directors’ remuneration 12 14
Trail commission 167 163
Auditors’ remuneration for
the audit of the Company’s
annual accounts (net of VAT) 82 75
Registrar’s fees 65 73
Directors’ Insurance 45 50
Listing fees 52 51
Other expenses 161 171
915 842
Included within other expenses is £1,000 (2024: £5,000)
allocated to capital expenses in respect of expenses incurred
in relation to investments. All other expenses are allocated as
revenue costs.
5. Directors’ Remuneration
Details of remuneration (excluding employers’ NIC and VAT)
are given in the Directors’ Remuneration Report on page 47.
The Company had no employees (other than Directors) during
either year. Directors are key management personnel and no
separate key management personnel exist in the Company.
Costs in respect of Directors are disclosed in note 4.
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Annual Report & Accounts 2025
69
Deferred tax not recognised
Excess management fees, which are available to be carried forward and set off against future taxable income, amounted to
£39,289,000 (2024: £37,285,000). The deferred tax asset, calculated at a rate of 25%, of £9,822,000 (2024: £9,321,000)
would only be recovered were the Company to make sufficient taxable profits in the future. Given the Company is not expected
to generate taxable income in excess of deductible expenses, no deferred tax asset has been recognised for the year ended
28 February 2025.
7. Dividends
Dividend per Share Year ended 28 February 2025 Year ended 29 February 2024
Revenue Capital Total Revenue Capital Total Revenue Capital Total
p p p £’000 £’000 £’000 £’000 £’000 £’000
Ordinary Share
dividends paid
in the year
2023 Final – 2.0 2.0 ––––5,1485,148
2024 Interim 0.5 1.0 1.5 – – – 1,296 2,593 3,889
2024 Final – 1.75 1.75 – 4,716 4,716–––
2025 Interim 0.1 1.4 1.5 271 3,793 4,064–––
271 8,509 8,780 1,296 7,741 9,037
Proposed dividends
2024 Final – 1.75 1.75 ––––4,7164,716
2025 Final – 1.75 1.75 – 4,988 4,988–––
Dividends paid in the year ended 28 February 2025 of £8,780,000 as shown above differs to that shown in the Statement of
Cash Flows of £7,312,000 due to £1,468,000 of new shares issued as part of the Company’s DRIS.
(c)
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Annual Report & Accounts 2025
70
Notes to the Accounts (cont.)
8. Basic and diluted return per share
Year ended 28 Year ended 29
February 2025 February 2024
Revenue return per share based on:
Net return after taxation (£’000) 590 1,176
Weighted average number of shares in issue 269,734,372 242,834,925
Pence per share 0.2p 0.5
Capital return per share based on:
Net capital return for the financial year (£’000) 1,906 7,104
Weighted average number of shares in issue 269,734,372 242,834,925
Pence per share 0.7p 2.9
Total return per share based on:
Total return for the financial year (£’000) 2,496 8,280
Weighted average number of shares in issue 269,734,372 242,834,925
Pence per share 0.9p 3.4
As the Company has not issued any convertible securities or share options, there is no dilutive effect on return per share. The
return per share disclosed therefore represents both basic and diluted return per share.
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Annual Report & Accounts 2025
71
9. Investments
“Fair value through profit or loss” assets for year ended 28 February 2025
Quoted Unquoted
investments investments Total
£’000 £’000 £’000
Opening cost at 1 March 2024 – 109,076 109,076
Net unrealised gains at 1 March 2024 13 20,702 20,715
Net realised losses on investments held at 1 March 2024 – (8,121) (8,121)
Opening fair value at 1 March 2024 13 121,657 121,670
Movement in year:
Purchases at cost (Note a) – 9,647 9,647
Sales – proceeds (Note b) – (5,707) (5,707)
– net realised gains on sales (Note c) – 2,047 2,047
Net unrealised gains in the income statement (Note d) 3 750 753
Closing fair value at 28 February 2025 16 128,394 128,410
Closing cost at 28 February 2025 – 117,392 117,392
Net unrealised gains at 28 February 2025 16 19,123 19,139
Net realised losses on investments held at 28 February 2025 – (8,121) (8,121)
Closing fair value at 28 February 2025 16 128,394 128,410
Note a) Purchases in the year of £9,647,000 as shown above is higher than that shown in the Statement of Cash Flows of
£5,501,000 due to:
– £2,474,000 of investment funds for Iceberg Data Lab being treated as a debtor in the prior year’s Accounts due to the
investment not closing until after the year end;
– £30,000 of legal costs associated with the purchase of investments were recognised in creditors in the prior year and were
paid during the current year; and
– During the year, the Company’s historic accrued loan interest of £1,701,000 million in Disposable Cubicle Curtains Limited
(t/a Hygenica) was converted into equity and is therefore treated as an investment purchase above, but was not a cash
transaction.
Note b) Sale proceeds in the year of £5,707,000 as shown above is higher than that shown in the Statement of Cash Flows of
£4,798,000. The difference arises due to a contingent proceeds debtor of £933,000 held at the year end, partly offset by a
contingent proceeds debtor of £24,000 at the previous year end.
Note c) These investments have been revalued over time and until they were sold any unrealised gains/losses were included in
the fair value of the investments.
Note d) Net unrealised gains shown above of £753,000 is less than that shown in the Income Statement of £2,454,000. This is
due to the conversion of historic accrued loan interest of £1,701,000 in Disposable Cubicle Curtains Limited (t/a Hygenica) into
equity that was an addition in the year with £nil value currently attributed to it.
An analysis of venture capital investments is set out in the review of the investments on pages 16 to 20. Note 15 includes an
analysis of the fair value of the financial instruments.
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Annual Report & Accounts 2025
72
Notes to the Accounts (cont.)
“Fair value through profit or loss” assets for year ended 29 February 2024
Quoted Unquoted
investments investments Total
£’000 £’000 £’000
Opening cost at 1 March 2023 – 109,541 109,541
Net unrealised gains at 1 March 2023 – 19,352 19,352
Net realised losses on investments held at 1 March 2023 – (13,675) (13,675)
Opening fair value at 1 March 2023 – 115,218 115,218
Movement in year:
Purchases at cost – 7,443 7,443
Sales – proceeds – (10,562) (10,562)
– net realised losses on sales – 431 431
Net unrealised losses in the income statement 13 9,127 9,140
Closing fair value at 29 February 2024 13 121,657 121,670
Closing cost at 29 February 2024 – 109,076 109,076
Net unrealised gains at 29 February 2024 13 20,702 20,715
Net realised losses on investments held at 29 February 2024 – (8,121) (8,121)
Closing fair value at 29 February 2024 13 121,657 121,670
10. Debtors
2025 2024
£’000 £’000
Contingent proceeds receivable 933 23
Prepayments and accrued income 406 366
Other debtors –2,474
1,339 2,863
The Other debtors balance for year ended 29 February 2024 represented the Company’s investment in Iceberg Data Lab, which
was funded prior to the year end but did not complete until after the year end.
11. Cash and cash equivalents
2025 2024
£’000 £’000
Cash at bank and in hand 94 184
Current asset investments (cash equivalents) 39,477 44,458
39,571 44,642
Current asset investments are cash equivalents that comprise deposits in liquidity funds which are redeemable on a same-day
basis. Further information can be found in Note 15 on page 76.
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Annual Report & Accounts 2025
73
During the year, 20,547,592 shares were issued at between
65.8p and 67.6p per share, with an aggregate nominal value
of £2,054,759 pursuant to the offer for subscription
announced on 16 January 2024. The aggregate
consideration for the shares was £13,666,941 which included
share issue costs of £563,055.
In December 2024, 1,930,047 shares were issued at 65.0p,
with an aggregate nominal value of £193,005 pursuant to the
offer for subscription announced on 6 November 2024. The
aggregate consideration for the shares was £1,255,019 which
included share issue costs of £40,981.
Under the terms of the Company’s Dividend Reinvestment
Scheme, the Company allotted: 1,238,648 Ordinary Shares at
63.85p per share to subscribing Shareholders on 16 August
2024 and 1,103,805 Ordinary Shares at 61.4p per share to
subscribing Shareholders on 17 January 2025. The
aggregate consideration for the shares was £1,468,613.
At the 2024 Annual General Meeting, Shareholders
authorised the Company to make market purchases of its
own shares of up to 14.99% of the share capital in issue at
that date and to waive pre-emption rights and issue up to
38,629,834 Ordinary Shares.
During the year, the Company repurchased a further
13,857,760 Ordinary Shares for an aggregate consideration
(net of costs) of £8,404,811 being an average price of 60.65p
per share and which represented 5.4% of the Company’s
issued share capital at the start of the year and which had an
aggregate nominal value of £1,385,776. These shares were
subsequently cancelled. Costs relating to the share
repurchases amounted to £42,046. These shares were
repurchased in accordance with the Company’s buyback
policy in order to provide liquidity to Shareholders.
12. Creditors: Amounts Falling Due Within One Year
2025 2024
£’000 £’000
Accruals 329 338
Share buybacks awaiting settlement – 897
Other creditors 10 15
339 1,250
13. Called Up Share Capital
2025 2024
£’000 £’000
Issued, allotted, called up and fully-paid:
268,666,368 (2024: 257,704,036) Ordinary Shares of 10p each 26,867 25,770
The below table sets out a reconciliation of the movement in Ordinary Shares during the year. All Ordinary Shares have full voting,
dividend and capital distribution rights.
2025 2024
Ordinary Shares brought forward 257,704,036 247,113,415
Ordinary Shares issued 24,820,092 14,414,977
Ordinary Shares repurchased for cancellation (13,857,760) (3,824,356)
Ordinary Shares carried forward 268,666,368 257,704,036
177654 PVN Report & Accounts Pt5_177654 PVN Report & Accounts Pt5 06/06/2025 07:20 Page 73
Annual Report & Accounts 2025
74
Notes to the Accounts (cont.)
14. Basic and diluted net asset value per share
Net asset Net asset
Shares in issue 2025 value 2024 value
Pence Pence
2025 2024 per share £’000 per share £’000
Ordinary Shares 268,666,368 257,704,036 62.9p 168,981 65.2p 167,925
As the Company has not issued any convertible securities or share options, there is no dilutive effect on net asset value per
share. The net asset value per share disclosed therefore represents both basic and diluted net asset value per share.
15. Financial Instruments
The Company’s financial instruments comprise investments
held at fair value through profit and loss, being equity and
loan stock investments in quoted companies and unquoted
companies; loans and receivables being cash deposits and
short term debtors; and financial liabilities being creditors
arising from its operations. The main purpose of these
financial instruments is to generate cash flow, revenue and
capital appreciation for the Company’s operations. The
Company has no gearing or other financial liabilities apart
from short-term creditors and does not use any derivatives.
The fair value of investments is determined using the
detailed accounting policy as shown in note 1. The
composition of the investments is set out in note 9 and
below.
The fair value of cash deposits and short-term debtors and
creditors equates to their carrying value in the Statement of
Financial Position.
Principal risks and management objectives
The Company’s investment activities expose the Company
to a number of risks associated with financial instruments
and the sectors in which the Company invests. The principal
financial risks arising from the Company’s operations are:
• Market risks;
• Credit risk; and
• Liquidity risk.
The Board regularly reviews these risks and the policies in
place for managing them. Due to ongoing geopolitical and
economic instability, certain risks that the Company is
exposed to have increased in significance over the year,
e.g. market risk. However, these risks are actively managed
as set out below, and their increase in significance has not
resulted in any significant changes to the policies for
managing those risks during the year.
The risk management policies used by the Company in
respect of the principal financial risks and a review of the
financial instruments held at the year-end are provided
below:
Market risks
As a VCT, the Company is exposed to market risk in the form
of potential losses and gains that may arise on the
investments it holds. The management of market risk is a
fundamental part of investment activities undertaken by the
Investment Manager and overseen by the Board. The
Investment Manager monitors investments through regular
contact with the management of investee companies,
regular review of management accounts and other financial
information and attendance at investee company board
meetings. This enables the Investment Manager to manage
the investment risk in respect of individual investments.
Market risk is also mitigated by holding a portfolio diversified
across several business sectors and asset classes.
The key market risks to which the Company is exposed are:
• Market price risk;
• Interest rate risk; and
• Foreign exchange risk.
Market price risk
Market price risk arises from uncertainty about the future
prices and valuations of financial instruments held in
accordance with the Company’s investment objectives. It
represents the potential loss that the Company might suffer
through market price movements in respect of quoted
investments and also changes in the fair value of unquoted
investments that it holds.
At 28 February 2025, the Company had one quoted portfolio
company and therefore the quoted portfolio was valued at
£16,000 (2024: £13,000).
177654 PVN Report & Accounts Pt5_177654 PVN Report & Accounts Pt5 06/06/2025 07:20 Page 74
75
Annual Report & Accounts 2025
Average Average period 2025 2024
interest rate until maturity £’000 £’000
Fixed rate 4.06% 713 days 3,856 7,103
Floating rate (includes liquidity fund
investments) 4.51% 1 day 39,828 45,589
No interest rate 125,297 115,233
168,981 167,925
At 28 February 2025, the unquoted portfolio was valued at
£128,394,000 (2024: £121,657,000). As many of the
Company’s unquoted investments are valued using revenue
or earnings multiples of comparable companies or sectors, a
fall in share prices generally would impact on the valuation of
the unquoted portfolio. A 15% movement in the valuations of
all of the unquoted investments held by the Company would
have an effect as shown in Note 1 on page 66.
Interest rate risk
The Company is exposed to interest rate risk on floating-rate
financial assets through the effect of changes in prevailing
interest rates. The Company receives interest on its cash
deposits at a rate agreed with its bankers, and on its
holdings in liquidity funds at prevailing yields. Investments
in loan stock attract interest predominately at fixed rates.
A summary of the interest rate profile of the Company’s
financial instruments is shown below.
There are three categories in respect of interest which are
attributable to the financial instruments held by the Company
as follows:
• “Fixed rate” assets represent investments with
predetermined yield targets and comprise certain loan
note investments.
• “Floating rate” assets predominantly bear interest at
rates linked to Bank of England base rate and comprise
cash at bank, deposits in liquidity funds and certain loan
note investments.
• “No interest rate” assets do not attract interest and
comprise equity investments, certain loan note
investments, loans and receivables (excluding cash at
bank) and other financial liabilities.
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The Company monitors the level of income received from
fixed, floating and non-interest bearing assets and, if
appropriate, may make adjustments to the allocation
between the categories, in particular, should this be required
to ensure compliance with the VCT regulations.
Based on the assumption that the yield of all floating rate
financial instruments would change by an amount equal to
the movement in prevailing interest rates, it is estimated that
an increase or decrease of 1% in interest rates would have
increased or decreased total return before taxation for the
year by £398,000 (2024: £456,000).
Foreign Exchange risk
The Company has made a number of its initial investments in
a foreign currency; most often in Euros or US Dollars, though
these costs are recorded in their GBP equivalents on the
relevant transaction dates. Furthermore, as not all
companies’ operations are restricted to the UK, some
companies may function, in part, in a currency other than
GBP. The portfolio is therefore exposed, to some extent, to
foreign exchange risk and specifically that of transaction risk
and translation risk. The Company has assessed the
exposure to these risks and have found them to be not
material in the context of the portfolio. The Investment
Manager and the Board regularly review the exposure to
foreign currency movement to make sure the level of risk is
appropriately managed. On realisation of investments held in
foreign currencies, cash is converted to GBP shortly after
receiving the proceeds to limit the amount of time exposed
to foreign currency fluctuations.
Credit risk
Credit risk is the risk that a counterparty to a financial
instrument is unable to discharge a commitment to the
Company made under that instrument. The Company is
exposed to credit risk through its investments in cash
deposits and debtors. Credit risk relating to loan stock in
investee companies is considered to be part of market risk.
The Company’s exposure to credit risk is summarised as
follows:
Annual Report & Accounts 2025
76
Notes to the Accounts (cont.)
2025 2024
£’000 £’000
Cash at bank 94 184
Cash equivalents 39,477 44,458
Loans to investee companies 4,113 8,050
Interest, dividends and other receivables 214 136
43,898 52,828
The management of credit risk associated with interest,
dividends and other receivables is covered within the
investment management procedures.
Cash at bank is held by the Royal Bank of Scotland plc, rated
A and A+ by Standard and Poor’s and Fitch, respectively, and
is also ultimately part-owned by the UK Government.
Consequently, the Directors consider that the risk profile
associated with cash deposits is low.
Cash equivalents comprise of deposits in liquidity fund
accounts with JP Morgan, Morgan Stanley and UBS, all of
which are AAA- rated with two or more of Fitch, Moody’s and
Standard and Poor, and provide same-day liquidity. The
Directors therefore consider the risk profile associated with
cash equivalents to be low.
There have been no changes in fair value during the year that
are directly attributable to changes in credit risk.
Liquidity risk
Liquidity risk is the risk that the Company encounters
difficulties in meeting obligations associated with its financial
liabilities. Liquidity risk may also arise from either the inability
to sell financial instruments when required at their fair values
or from the inability to generate cash inflows as required. The
Company generally maintains a relatively low level of
creditors relative to cash and cash equivalent balances
(£0.3 million relative to cash and cash equivalents balance of
£39.6 million at 28 February 2025) and has no borrowings.
The Company always holds sufficient levels of funds as cash
or in liquidity funds with same-day liquidity in order to meet
expenses and other cash outflows as required. For these
reasons, the Board believes that the Company’s exposure to
liquidity risk is minimal.
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Annual Report & Accounts 2025
77
The Company’s liquidity risk is managed by the Investment
Manager in line with guidance agreed with the Board and is
reviewed by the Board at regular intervals.
Although the Company’s investments are not held to meet
the Company’s liquidity requirements, the table below shows
an analysis of the loan stock, highlighting the length of time
that it could take the Company to realise its loan stock assets
if it were required to do so.
The carrying value of loan stock investments (as opposed to the contractual cash flows) held at 28 February 2025, which is
analysed by expected maturity date, is as follows:
Not later Between 1 Between 2 Between 3 More
than 1 Year and 2 Years and 3 Years and 5 years than 5 years Total
As at 28 February 2025 £’000 £’000 £’000 £’000 £’000 £’000
Fully performing loan stock 809 2,070 – 907 – 3,786
Past due loan stock 327––––327
1,136 2,070 – 907 – 4,113
As at 29 February 2024
Fully performing loan stock – 960 2,829 2,065 – 5,854
Past due loan stock 2,196––––2,196
2,196 960 2,829 2,065 – 8,050
Of the loan stock classified as “past due” above, the full amount relates to the principal of loan notes where the principal has
passed its maturity date.
Fair Value of Financial Instruments
Fair value measurements recognised in the balance sheet
Investments are valued at fair value as determined using the measurement policies described in note 1. The carrying value of
financial assets and financial liabilities recorded at amortised cost, which includes short term debtors and creditors, is
considered by the Directors to be equivalent to their fair value.
The Company has categorised its financial instruments that are measured subsequent to initial recognition at fair value, using
the fair value hierarchy as follows:
Level 1 – Reflects financial instruments quoted in an active market.
Level 2 – Reflects financial instruments that have been valued using inputs, other than quoted prices, that are observable.
Level 3 – Reflects financial instruments that have been valued using valuation techniques with unobservable inputs.
2025 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Quoted 16 – – 16 13 – – 13
Loan notes – – 4,113 4,113 – – 8,050 8,050
Unquoted investments – – 124,281 124,281 – – 113,607 113,607
16 – 128,394 128,410 13 – 121,657 121,670
There have been no movements between levels during the financial year to 28 February 2025.
177654 PVN Report & Accounts Pt5_177654 PVN Report & Accounts Pt5 06/06/2025 07:20 Page 77
There is an element of judgement in the choice of
assumptions for unquoted investments and it is possible
that, if different assumptions were used, different valuations
could have been attributed to certain of the VCT’s
investments.
Valuations are subject to fluctuations in market conditions
and the sensitivity of the Company to such changes is shown
on page 66.
16. Capital Management
The Company’s capital is managed in accordance with its
investment policy as shown in the Strategic Report on
pages 24 to 25, in pursuit of its principal investment
objectives as stated on page 24. There has been no
significant change in the objectives, policies or processes for
managing capital from the previous year.
By its nature the Company has an amount of capital which
must be invested, and retained, in the relatively high risk
asset class of small UK companies broadly within three years
of that capital being subscribed. The Company accordingly
has limited scope to manage its capital structure in light of
changes in economic conditions and the risk characteristics
of the underlying assets. Subject to this overall constraint
upon the changing capital structure, the Company may
adjust the amount of dividends paid to Shareholders,
purchase its own shares, issue new shares or sell assets if
so required to maintain a level of liquidity to remain a going
concern. Although the Company is permitted to borrow to
give a degree of flexibility, there are no current plans to do so.
As the Company has a low level of liabilities, the Board
considers the Company’s net assets to be its capital. The
Company does not have any externally imposed capital
requirements. The Company has the authority to buy back
shares as described in the Directors’ Report.
17. Post balance sheet events
Between 28 February 2025 and the date of the Annual
Report & Accounts, the Company issued 16,486,817 Ordinary
Shares for an aggregate consideration of £10.8 million under
the combined offer for subscription with ProVen Growth and
Income VCT plc which launched on 6 November 2024. Share
issue costs thereon amounted to £0.5 million.
Since the year end, the Company has made one new
investment and two follow on investments. In March 2025,
£1.2 million was invested into Limitless Travel, an innovative
travel company specialising in accessible holidays for people
with disabilities and restricted mobility. Also in March,
a follow-on investment of £0.2 million was made into MOTH.
In April 2025, a small follow-on investment of £0.1 million was
made into Mojo.
18. Contingencies, Guarantees and
Financial Commitments
The Company had no contingent liabilities, guarantees and
financial commitments at the year end.
19. Related Party Transactions
Beringea LLP is regarded as a related party due to the fact
that Malcolm Moss, a Director of the Company, is also a
Partner of Beringea LLP. Beringea LLP was the Company’s
investment manager during the period. During the year
ended 28 February 2025, £3,459,000 (2024: £3,283,000)
was paid to Beringea LLP in respect of these services. At the
year end the Company owed Beringea LLP £nil (2024: £nil).
Annual Report & Accounts 2025
78
Reconciliation of fair value for Level 3 financial instruments held at the year-end:
Loan Notes Unquoted Equity Total
£’000 £’000 £’000
Balance at 1 March 2024 8,050 113,607 121,657
Movements in the Income Statement:
Gains in the Income Statement 544 2,253 2,797
Reclassification at value (3,979) 3,979 –
Purchases at cost – 9,647 9,647
Sales proceeds (502) (5,205) (5,707)
Balance at 28 February 2025 4,113 124,281 128,394
Notes to the Accounts (cont.)
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Annual Report & Accounts 2025
79
As the Company’s investment manager, Beringea LLP is also
entitled to receive a performance incentive fee based on the
Company’s performance for each financial year to the end of
February. The performance incentive fee arrangements are
set out, in detail, on page 27. For the year ended 28 February
2025, no performance fee was payable to Beringea (2024:
£nil).
Beringea LLP may charge arrangement fees, in line with
industry practice, to companies in which it invests. It may
also receive directors fees or monitoring fees from investee
companies. These costs are borne by the investee company
not the Company. In the year to 28 February 2025,
£200,000 (2024: £196,000) was payable to Beringea LLP for
arrangement fees under such arrangements. Directors and
monitoring fees payable to Beringea LLP in the year to
28 February 2025 amounted to £663,000 (2024: £563,000).
Beringea LLP was also the Company’s Administration
Manager during the period. Fees paid to Beringea in its
capacity as Administration Manager for the year ended
28 February 2025 amounted to £206,000 (2024: £120,000)
of which £nil remained outstanding at the year end
(2024: £nil).
During the year ended 28 February 2025 an amount of
£125,000 (2024: £125,000) was paid to the Directors of the
Company for remuneration for services provided to the
Company. No amount was outstanding at the year end (2024:
£nil).
In its role as promoter to the Company, Beringea received
promoter fees totalling £312,000 for the year ended
28 February 2025 (2024: £208,000).
Malcolm Moss, a Director of the Company, is also a Director
of Cogora Group Limited, Enternships Limited, Arctic Shores
Limited, Vigilant Applications Limited, Andersen EV plc and
Litchfield Media Limited, companies that form part of the
investment portfolio. During the year, he resigned from the
boards of Lupa Foods Ltd and Donatantonio Group Limited.
177654 PVN Report & Accounts Pt5_177654 PVN Report & Accounts Pt5 06/06/2025 07:20 Page 79
Annual Report & Accounts 2025
Shareholder Information (Unaudited)
Websites
Latest financial information, including information on recent
investment transactions, newsletters and electronic copies
of Annual Reports, Half Yearly Financial Statements and
Interim Management Statements can be found on the
Company’s website:
www.proveninvestments.co.uk
Shareholders can also check details of their shareholdings
using MUFG Corporate Markets’s website at
www.signalshares.com
.
Dividends
Dividends are paid by the Registrar on behalf of the
Company. Shareholders who wish to have dividends paid
directly into their bank account rather than by cheque to their
registered address can complete a mandate form for this
purpose (forms can be downloaded from
www.mpms.mufg.com
).
Shareholders are also reminded that the Company operates
a Dividend Reinvestment Scheme (“DRIS”). The DRIS
provides Shareholders with the opportunity to reinvest their
cash dividends into new shares in the Company at the latest
published NAV per share. New shares allotted via the DRIS
attract the same tax reliefs as shares purchased through an
offer for subscription. Shareholders who would like to join the
scheme for any future dividends can do so by completing the
Dividend Reinvestment Forms located in the Key Documents
section of the Company’s website at
www.proveninvestments.co.uk
and returning them to the
Company Registrar whose details are set out below.
Alternatively, Shareholders can update their dividend
payment preference using the shareholder portal at
www.signalshares.com
.
Queries relating to dividends and requests for mandate
forms should be directed to the Company’s Registrar:
Registrar: MUFG Corporate Markets (formerly Link Group)
Tel: 0371 664 0324 (calls are charged at the standard
geographic rate and will vary by provider)
Email: shareholderenquiries@cm.mpms.mufg.com
Address:
MUFG Corporate Markets
PXS 1, Central Square
29 Wellington Street
Leeds, LS1 4DL
Share prices
The Company’s share prices can be found on various
financial websites with the following TIDM/EPIC codes
TIDM/EPIC code “PVN”
Latest share price 4 June 2025: 59.5p per share
Selling shares
Shareholders should be aware that they need to hold their
shares for a minimum of five years to retain the income tax
relief they received on investment. Selling your shares may
have tax consequences, therefore, you should contact your
financial adviser if you have any queries.
The Company’s shares can be bought and sold in the same
way as any other company listed on the London Stock
Exchange via a stockbroker. The Company also operates a
policy of buying its own shares for cancellation as they
become available. The Company is, however, unable to buy
back shares direct from Shareholders, so you will need to
use a stockbroker to sell your shares. If you are considering
selling your shares or trading in the secondary market,
please contact the Company’s Corporate Broker, Panmure
Liberum.
Panmure is able to provide details of close periods (when the
company is prohibited from buying in shares) and details of
the price at which the VCT has bought in shares. Panmure
can be contacted as follows:
Chris Lloyd
0207 886 2716 chris.lloyd@panmureliberum.com
Paul Nolan 0207 886 2717 paul.nolan@panmureliberum.com
Key dates
Annual General Meeting and
Shareholder Event 15 July 2025
Next dividend payment date 15 August 2025
Announcement of half year results November 2025
Unsolicited communication with
Shareholders
Whilst we are not aware of any instances in the last year, we
have in prior years been informed that some Shareholders in
ProVen VCT plc have received unsolicited telephone calls,
e-mails or correspondence concerning investment matters.
Please note that it is very unlikely that either the Company,
Beringea or the Company registrar, MUFG Corporate
Markets, would make unsolicited telephone calls, or send
e-mails, to Shareholders. Shareholders can, however, expect
official documentation in connection with the Company and
may receive details of investment activity and new VCT offers
from the Investment Manager. Furthermore, please be
assured that the Company limits access to the Company’s
share register by third parties to the maximum extent
permissible under the Companies Act 2006. If you receive
either an unexpected telephone call or correspondence
about which you have concerns, please contact Beringea
LLP, the Company Secretary, on 020 7845 7820.
Notification of change of address
Communications with Shareholders are mailed to the
registered address held on the share register. In the event of
a change of address or other amendment this should be
notified to the Company’s registrar, MUFG Corporate
Markets, under the signature of the registered holder.
80
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81
Annual Report & Accounts 2023 Annual Report & Accounts 2025
Company Information
Company number
03911323
Directors
Neal Ransome (Chair)
James Barbour-Smith
Lorna Tilbian
Malcolm Moss
all of
Charter House
55 Drury Lane
London WC2B 5SQ
Investment Manager
Beringea LLP
Charter House
55 Drury Lane
London WC2B 5SQ
Tel: 020 7845 7820
www.beringea.com
Registrars
MUFG Corporate Markets
PXS 1, Central Square
29 Wellington Street
Leeds LS1 4DL
Tel: 0371 664 0324
(calls are charged at the
standard geographic rate and
will vary by provider)
www.mpms.mufg.com
Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Corporate Broker
Panmure Liberum
Ropemaker Place
Level 12
25 Ropemaker Street
London EC2Y 9LY
Company Secretary
Beringea LLP
Charter House
55 Drury Lane
London WC2B 5SQ
Registered Office
Charter House
55 Drury Lane
London WC2B 5SQ
Tel: 020 7845 7820
www.proveninvestments.co.uk
Administration Manager
Beringea LLP
Charter House
55 Drury Lane
London WC2B 5SQ
Tel: 020 7845 7820
www.beringea.com
VCT Status Adviser
Philip Hare & Associates LLP
6 Snow Hill
London EC1A 2AY
Bankers
Royal Bank of Scotland
London Victoria Branch
119/121 Victoria Street
London SW1E 6RA
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London
SE1 9BG
177654 PVN Report & Accounts Pt5_177654 PVN Report & Accounts Pt5 06/06/2025 07:20 Page 81
NOTICE IS HEREBY GIVEN that the Annual General Meeting
of ProVen VCT plc will be held at the offices of Beringea LLP,
at Charter House, 55 Drury Lane, London, WC2B 5SQ at
12.00pm on Tuesday 15 July 2025.
As Ordinary Business, to consider and, if thought fit, pass
the following resolutions which will be proposed as Ordinary
Resolutions:
1. To receive and adopt the Report of the Directors and
Accounts of the Company for the year ended 28 February
2025 together with the report of the Auditor thereon.
2. To approve the Directors’ Remuneration Report set out on
pages 46 to 49, for the year ended 28 February 2025.
3. To declare a final dividend of 1.75p per Ordinary Share in
respect of the year ended 28 February 2025.
4. To re-appoint BDO LLP as Auditor of the Company to hold
office until the conclusion of the next Annual General
Meeting at which accounts of the Company are presented.
5. To authorise the Directors to determine the Auditor’s
remuneration.
6. To re-elect as Director, Neal Ransome, who retires in
accordance with Company policy and, being eligible, offers
himself for re-election.
7. To re-elect as Director, Lorna Tilbian, who retires in
accordance with Company policy and, being eligible, offers
herself for re-election.
8. To elect as Director, James Barbour-Smith, who has been
appointed as a Director by the Board since the last Annual
General Meeting.
As Special Business, to consider and, if thought fit, pass the
following resolutions:
ORDINARY RESOLUTION
9. THAT, in addition to existing authorities, the directors of
the Company be and hereby are generally and
unconditionally authorised in accordance with Section 551 of
the Companies Act 2006 (“CA 2006” or the “Act”) to
exercise all the powers of the Company to allot and issue
shares in the capital of the Company and to grant rights to
subscribe for or to convert any security into shares in the
Company up to an aggregate nominal amount of
£21,386,489 (representing approximately 75% of the
Ordinary Share capital in issue at today’s date), provided that
the authority conferred by this resolution shall expire on the
conclusion of the next Annual General Meeting of the
Company held after the passing of this resolution or, if earlier,
on the expiry of 15 months on the passing of this resolution
(unless renewed, varied or revoked by the Company in a
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 to be
allotted or rights to be granted after such expiry.
SPECIAL RESOLUTIONS
10. THAT, the directors of the Company be and hereby are
empowered pursuant to Sections 570(1) of the CA 2006 to
allot or make offers to or agreements to allot equity securities
(which expression shall have the meaning ascribed to it in
Section 560(1) of the CA 2006) for cash pursuant to the
authority given pursuant to resolution 9 above, as if Section
561(1) of the CA 2006 (pre-emption rights) did not apply to
such allotment, provided that the power provided by this
resolution shall expire on the conclusion of the next Annual
General Meeting of the Company held after the passing of
this resolution or, if earlier, on the expiry of 15 months on the
passing of this resolution (unless renewed, varied or revoked
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
equity securities to be allotted after such expiry.
11. THAT, the Company be and is hereby generally and
unconditionally authorised for the purpose of section 701 of
the Act to make one or more market purchases (as defined in
section 693(4) of the Act) of Ordinary Shares provided that:
(i) the maximum number of Ordinary Shares hereby
authorised to be purchased is 42,744,462 representing
approximately 14.99% of the present issued Ordinary Share
capital of the Company;
(ii) the minimum price (exclusive of expenses) which may be
paid for such Ordinary Shares is 10p the nominal amount
thereof;
(iii) the maximum price (exclusive of expenses) which may be
paid for such Ordinary Shares shall be an amount equal to
5 per cent. above the average of the middle market
quotations for such class of the Company’s shares, as
derived from the Daily Official List of the London Stock
Exchange, for the five business days immediately preceding
the day on which the purchase was made;
(iv) the Company may make a contract to purchase its own
Ordinary Shares under this authority prior to the expiry of this
authority, and such contract will or may be executed wholly or
partly after the expiry of this authority, and the Company may
make a purchase of its own Ordinary Shares in pursuance of
any such contract;
and this power, unless previously varied, revoked or renewed,
shall come to an end at the conclusion of the Annual General
Meeting of the Company next following the passing of this
Annual Report & Accounts 2025
Notice of Annual General Meeting
82
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83
Annual Report & Accounts 2025
resolution or, if earlier, on the expiry of 15 months from the
passing of this resolution.
12. That, in accordance with article 151 of the Company’s
articles of association (the “Articles”), the Directors be and
are hereby authorised to continue to apply the Company’s
Dividend Reinvestment Scheme on the terms and conditions
of that scheme (as set out on the Company’s webpage at
www.proveninvestments.co.uk
), and to apply such scheme to
all dividends that may be declared on the Ordinary Shares
within the period from the passing of this resolution 12 and
ending at the conclusion of the next Annual General Meeting
of the Company to be held following the date of this meeting
and, in accordance with and subject to limits set out in the
authority contained in resolution number 9, the Directors be
and hereby are generally and unconditionally authorised in
accordance with section 551 of the Act to exercise all powers
of the Company to allot Ordinary Shares pursuant to the
terms and conditions of the Dividend Reinvestment Scheme
referred to above and to apply that scheme to all dividends
declared or paid in the period commencing on the date of
this resolution 12 and ending on the conclusion of the next
Annual General Meeting of the Company held after the
passing of this resolution or, if earlier, on the expiry of
15 months on the passing of this resolution (unless renewed,
varied or revoked by the Company in a general meeting) and,
notwithstanding the provisions of article 151, the Directors be
and are hereby authorised to determine the issue price of
such Ordinary Shares in accordance with the terms and
conditions of the Dividend Reinvestment Scheme referred to
above.
By order of the Board
Beringea LLP
Company Secretary
Registered Office:
Charter House
55 Drury Lane
London WC2B 5SQ
5 June 2025
Information regarding the Annual General Meeting,
including the information required by section 311A of the
Companies Act 2006, is available from
www.proveninvestments.co.uk
.
Note: Please see the notes set out on pages 84 and 85
which contain important information about the Annual
General Meeting.
Additional note regarding changes to the Board
Please note that Malcolm Moss, who has been a
Director of the Company since 2007, will be stepping
down from the Board with effect from 15 July 2025 and
therefore will not be offering himself for re-election. It is
not currently proposed to replace him with another
director.
83
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Annual Report & Accounts 2025
84
The following notes explain your general rights as a
Shareholder and your right to vote at the Annual General
Meeting.
1. To be entitled to vote at the Annual General Meeting (and
for the purpose of the determination by the Company of the
number of votes they may cast), Shareholders must be
registered in the Register of Members of the Company at
close of trading on 11 July 2025. Changes to the Register of
Members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the
Annual General Meeting.
2. Any Shareholder attending the Annual General Meeting
has the right to ask questions relating to the business being
dealt with at the meeting which, in accordance with
section 319A of the Companies Act 2006, the Company
must cause to be answered.
3. This year, the Company will also offer Shareholders the
option to follow proceedings of the meeting via conference
call link. Any Shareholders who wish to listen to the meeting
remotely, should email info@beringea.co.uk
for joining
instructions. Please note that Shareholders will not be able to
vote or ask questions at the AGM when joining remotely.
Shareholders who wish to submit questions in advance of
the AGM may do so via e-mail to info@beringea.co.uk
and
the Board will respond to questions raised at the meeting.
4. The right to appoint a proxy does not apply to persons
whose shares are held on their behalf by another person and
who have been nominated to receive communications from
the Company in accordance with Section 146 of the
Companies Act 2006 (“nominated persons”). Nominated
persons may have a right under an agreement with the
member who holds the shares on their behalf to be
appointed (or to have someone else appointed) as a proxy.
Alternatively, if nominated persons do not have such a right,
or do not wish to exercise it, they may have a right under
such an agreement to give instructions to the person holding
the shares as to the exercise of voting rights.
5. We recommend that all Shareholders appoint the Chair of
the meeting as proxy. This will ensure that your vote is
counted even if attendance at the meeting is restricted or
you or any other proxy you might appoint are unable to attend
in person. The return of a completed proxy will not prevent a
member attending the Annual General Meeting and voting in
person if the member wishes to do so.
6. In the case of a Shareholder which is a company, the
proxy form 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 proxy form is signed (or a duly
certified copy of such power or authority) must be included
with the proxy form. For the purposes of determining the time
for delivery of proxies, no account has been taken of any part
of a day that is not a working day.
7. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which the
names of the joint holders appear in the Company’s Register
of Members in respect of the joint holding (the first named
being the most senior).
8. 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, your
proxy will vote or abstain from voting at his or her discretion.
Your proxy will vote (or abstain from voting) as he or she
thinks fit in relation to any other matter which is put before
the Annual General Meeting.
9. To be valid, any Form of Proxy or other instrument
appointing a proxy, must be returned by no later than 12 p.m.
on Friday 11 July 2025 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:
MUFG Corporate Markets
PXS 1, 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 notes below);
We strongly recommend voting electronically at
www.signalshares.com
as your vote will automatically be
counted.
10. 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.
11. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the Annual General Meeting (and any
adjournment of the Annual General Meeting) by using the
procedures described in the CREST Manual (available from
www.euroclear.com
). 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. CREST
members are strongly encouraged to appoint the Chair as
their proxy to exercise all or part of their rights to attend and
vote on their behalf at the Annual General Meeting.
Notes for Notice of
Annual General Meeting
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Annual Report & Accounts 2025
12. In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST message
(a ‘CREST Proxy Instruction’) must be properly authenticated
in accordance with Euroclear UK & International Limited’s
specifications and must contain the information required for
such instructions, as described in the CREST Manual. The
message must be transmitted so as to be received by the
issuer’s agent (ID RA10) by 12.00pm on 11 July 2025. For this
purpose, the time of receipt will be taken to mean the time (as
determined by the timestamp 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.
13. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear UK & International Limited does not make available
special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply in
relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if
the CREST member is a CREST personal member, or
sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary
to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in particular,
to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings. The Company
may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
14. Any corporation which is a Shareholder can appoint one or
more corporate representatives who may exercise on its
behalf all of its powers as a Shareholder provided that no
more than one corporate representative exercises powers in
relation to the same shares.
15. As at 4 June 2025 (being the latest practicable business
day prior to the publication of this Notice), the Company’s
ordinary issued share capital consists of 285,153,185 Ordinary
Shares, carrying one vote each. Therefore, the total voting
rights in the Company as at 4 June 2025 are 285,153,185.
16. Under Section 527 of the Companies Act 2006,
Shareholders meeting the threshold requirements set out in
that section have the right to require the Company to publish
on a website a statement setting out any matter relating to:
(i) the audit of the Company’s financial statements (including
the Auditor’s Report and the conduct of the audit) that are to
be laid before the Annual General Meeting; or (ii) any
circumstances connected with an auditor of the Company
ceasing to hold office since the previous meeting at which
annual financial statements and reports were laid in
accordance with Section 437 of the Companies Act 2006
(in each case) that the shareholders propose to raise at the
relevant meeting. The Company may not require the
Shareholders requesting any such website publication to pay
its expenses in complying with Sections 527 or 528 of the
Companies Act 2006. Where the Company is required to
place a statement on a website under Section 527 of the
Companies Act 2006, it must forward the statement to
the Company’s auditor not later than the time when it makes
the statement available on the website. The business which
may be dealt with at the Annual General Meeting for the
relevant financial year includes any statement that the
Company has been required under Section 527 of the
Companies Act 2006 to publish on a website.
17. The following documents are available on request by
email to info@beringea.co.uk
from the date of this Notice until
the time of the Annual General Meeting:
• copies of the Directors’ Letters of Appointments; and
• copies of the Register of Directors’ interests in the
Ordinary Shares of the Company.
Resolutions 6-8 propose the election of one Director and the
re-election of two of the Directors, in line with Company policy.
Malcolm Moss will resign from the Board with effect from
15 July 2025 and will therefore not offer himself up for
re-election. The Board recommends that Shareholders take
into consideration each Director’s considerable experience in
VCTs as well as other areas, as shown in their respective
biographies on page 23, in order to support the resolutions to
re-elect those Directors. In particular, Neal Ransome’s
extensive experience in corporate finance and M&A as well
as the significant contribution he can bring to the Board as a
result of his non-executive director and Chair experience and
Lorna Tilbian’s distinguished career in finance and years of
experience both as an executive and non-executive director.
In relation to James Barbour-Smith, who has joined the Board
during the year in review, the Board recommends the
Shareholders take into consideration James’ significant
experience as a non-executive director and background in
private equity and venture capital investing. The Board
therefore has no hesitation in recommending each of the
Directors standing for re-election at the AGM.
18. You may not use any electronic address (within the
meaning of Section 333(4) of the Companies Act 2006)
provided in either this Notice or any related documents
(including the Form of Proxy) to communicate with the
Company for any purposes other than those expressly stated.
A copy of this Notice, and other information required by
Section 311A of the Companies Act 2006, can be found on
the Company’s website at www.proveninvestments.co.uk
.
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