The Income
& Growth VCT plc
A Venture Capital Trust
Annual Report & Financial Statements
for the year ended 30 September 2024
The Income & Growth VCT plc (“the Company”) is a Venture Capital Trust (“VCT”) listed on the London Stock
Exchange. Its investment portfolio is advised by Gresham House Asset Management Limited (“Gresham House”
or” Investment Adviser”).
Merger with Mobeus Income & Growth 4 VCT plc
The Company merged with Mobeus Income & Growth 4 VCT plc (“MIG 4 VCT”) on 26 July 2024 (“Merger”) and
following the transfer of its assets and liabilities amounting to £80,712,057 to the Company, MIG 4 VCT was
placed in members’ voluntary liquidation. As consideration on 26 July 2024 the Company issued 111,563,043
new ordinary 1 pence shares at a price of 72.35 pence per share to each MIG 4 VCT Shareholder. Accordingly,
each MIG 4 VCT Shareholder received 1.012 shares in the Company for each MIG 4 VCT share that they held at
the date of the merger (rounded down to the nearest whole number).
Contents
Financial Highlights and Performance Summary 1
Chairman’s Statement 2
Strategic Report 7
-Company objective and business model 7
-Summary of VCT regulation 7
-Performance 9
-Investment Adviser’s Review 13
-Principal Investments in the Portfolio 20
-Investment Portfolio Summary 24
-Investment Policy 28
-Diversity Policy 28
-Other Key Policies 28
-Stakeholder Engagement and Directors’ Duties 29
-Principal Risks 32
-Going concern and Viability Statement 34
Reports of the Directors 35
Board of Directors 35
Directors’ Report 36
Corporate Governance Statement 40
Report of the Audit Committee 43
Directors’ Remuneration Report 45
Statement of the Directors’ Responsibilities 48
Independent Auditor’s Report 49
Financial Statements 54
Information for Shareholders 81
Shareholder Information 81
Timeline of the Company 83
Performance Data at 30 September 2024 84
Glossary of Terms 86
Notice of the Annual General Meeting 87
Corporate Information 90
YOUR PRIVACY
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process personal data relating to you, or that you provide to us, please read our privacy notice, which can be found at
www.incomeandgrowthvct.co.uk
As at 30 September 2024:
Net assets: £188.70 million
Net asset value per share: 70.90 pence
➤ There was a positive Net asset value (“NAV”) total return (including
dividends)
1
per share of 2.0%.
➤ Dividends paid/payable in respect of the year total 6.00 pence per share.
This brings cumulative dividends paid
1
to Shareholders in respect of the
past five years to 48.00 pence per share.
➤ The Company realised one investment generating £3.88 million of cash
proceeds.
➤ £8.96 million was invested into five new companies and seven follow-on
investments.
1
- Definitions of key terms and alternative performance measures shown above and throughout this report are provided in the
Glossary of terms on page 86.
2
- Further details on the share price total return are shown in the Performance section of the Strategic Report on page 84.
The table below shows the recent past performance of the Company’s existing class of shares for each of the last five years.
Reporting date
As at
30 September
Net
assets
NAV
per
share
Share
price
1
Cumulative
dividends
paid per
share
Cumulative total return
per share to
Shareholders
2
Dividends
paid and
proposed
per share in
respect of
each year
(NAV
basis)
(Share
price
basis)
(£m) (p) (p) (p) (p) (p) (p)
2024 188.70 70.90 69.00
4
162.50 233.40 231.50 6.00
3
2023 122.78 79.33 73.50 152.50 231.83 226.00 11.00
2022 108.42 83.73 81.50 144.50 228.23 226.00 8.00
2021 119.09 100.45 93.00 136.50 236.95 229.50 9.00
2020 83.13 70.06 59.50 131.50 201.56 191.00 14.00
1
- Source: Panmure Liberum (mid-price basis).
2
- Cumulative total return per share comprises the NAV per share (NAV basis) or the mid-market price per share (share price basis) plus
cumulative dividends paid since the launch of the current share class (former ‘S’ shares) 2006/7.
3
- Dividends paid and proposed per share in respect of 2024 include the second interim dividend of 3.00 pence per share referred to
below.
4
- The share price at 30 September 2024 has been adjusted for a 3.00 pence dividend paid after the year end on 18 October 2024
which was ex-div at 30 September 2024.
Dividends payable after the 30 September 2024 year-end
A second interim dividend of 3.00 pence per share was paid on 18 October 2024 to Shareholders on the Register on
20 September 2024.
Detailed performance data for previous fundraising rounds and for former Mobeus Income & Growth 4 VCT Shareholders
are shown in a table on pages 84 and 85 of this Annual Report. The tables, which give cumulative total return per share
information for each fundraising on both a NAV and share price basis, are also available on the Company’s website at
www.incomeandgrowthvct.co.uk where they can be downloaded by clicking on “table” under “Reviewing the performance
of your investment”.
For the financial year ended 30 September 2024
Performance Summary
1
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Highlights
Financial Highlights and
Performance Summary
22
The Income & Growth VCT plc Annual Report & Financial Statements 2024
I am pleased to present the
annual results for The Income
& Growth VCT plc for the
year ended 30 September
2024.
Overview
The Company’s financial year has been
set against a backdrop of challenging
geopolitical and UK economic conditions
although markets as a whole have
delivered modest growth. Inflation and
interest rates have started to reduce but
continue to impact on consumer and
business confidence and to affect trading
performance in the portfolio companies.
We have not yet seen the full effect of the
recent Bank of England (“BoE”) interest
rate cuts from a peak of 5.25% and there
may be further interest rate cuts in the
event that inflation continues to meet the
BoE’s 2% target. The political uncertainty
and distraction associated with the
general election and subsequent budget
looks now to have subsided bringing
expectations of a welcomed period of
relative stability in the UK, albeit with
continued pressures on companies from
tax increases and ongoing global
economic and geopolitical risk including
the potential impacts of the change in US
Administration.
The positive NAV performance reported
for the first six months of the year for a
number of portfolio companies was
undermined somewhat by a challenging
final quarter of the year for some assets.
Overall, however due to continued
strong performance of the portfolio’s
larger assets, the Company’s NAV total
return remained positive, increasing by
2.0% (2023: 4.3%).
The Company has continued to be an
active investor and provided investment
finance to five new companies during
the year: Ozone API, Azarc, CitySwift,
SciLeads and OnSecurity, whilst in
February 2024 delivered a highly
successful partial exit of Master
Removers Group (“MRG”). Follow-on
investments were also made into seven
existing portfolio companies: RotaGeek,
FocalPoint, Orri and MyTutor, ActiveNAV,
VivaCity and Dayrize. After the year-end,
two new investments were made into
Mobility Mojo and Gentianes Solutions
(trading as Much Better Adventures), and
three further follow on investments were
made into Branchspace, Preservica, and
FocalPoint.
Through the support and guidance of
Gresham House’s portfolio directors the
portfolio continues to take steps to
reposition their cost bases in
anticipation of any medium-term
challenges. Overall, the investee
companies are adequately funded
although it is expected that the
portfolio’s newer additions are likely to
accelerate further funding plans. The
Company’s successful fundraising after
the period end ensures strong liquidity
is available to seek opportunities within
the existing portfolio together with new
investments.
Overall, the portfolio remains diversified
and resilient considering the recent
uncertainty, however there is a degree
of concentration in that the top five
assets now represent 54.4% of portfolio
value. As is the nature of growth assets,
the risk of company failures is ever
present. However, the upside for
successful investments can be
significant which is resulting in value
concentration amongst these larger and
more stable assets.
Company Objective and Strategy
A Venture Capital Trust (“VCT”) is a
company listed on the London Stock
Exchange that raises money from private
investors and uses it to invest in small,
young, innovative companies with high
potential for growth.
These companies are usually unquoted
and often less established. As a
consequence they may be considered
higher risk and some will not be
successful. However, because small
company formation is an important
source of growth for the UK economy,
the government has policies to help
those companies grow. The VCT
scheme provides investors with
generous tax reliefs to help encourage
investors for the risk they take with their
investment, and there are strict
guidelines on the type of company that
can receive VCT investment. Since
incorporation, your Company has helped
to create jobs, reward innovation and
bolster the UK economy in line with the
UK Government’s VCT scheme policy.
The Company’s objective is to provide
investors with an attractive return by
maximising the stream of tax-free
dividend distributions from the income
and capital gains generated by a diverse
and carefully selected portfolio of
investments, while continuing at all times
to qualify as a VCT. The investment
strategy and policy of the Company as
set out on page 7 is to invest primarily in
a diverse portfolio of UK unquoted
companies to support this objective.
Merger Update
The merger of the Company with
Mobeus Income & Growth 4 VCT plc as
set out in the announcement on 18 June
2024, was approved by Shareholders on
18 July 2024, and completed on 26 July
2024. The assets and liabilities of MIG 4
VCT were transferred to the Company in
consideration for shares being issued to
the MIG 4 VCT Shareholders on a
relative net asset basis. The new share
certificates were issued to the MIG 4
VCT Shareholders on MIG 4 VCT
entering voluntary liquidation following
Shareholder approval at the MIG 4 VCT
second General Meeting on 26 July
2024. We welcome those new
Shareholders to the Company.
On completion of the Merger, Graham
Paterson, former Chair of MIG 4 VCT,
was appointed and welcomed to the
Board. Graham has assumed the role of
Senior Independent Director of the
Company and Chair of the newly formed
Management Engagement Committee
and the Nomination and Remuneration
Committee. We look forward to working
together on behalf of the Company’s
Shareholders. We would also like to
thank the other directors of MIG 4 VCT,
Christopher Burke and Lindsay
Dodsworth, for their service and
contribution.
The Merger payback period of under 18
months, as outlined in the Prospectus, is
on track to being achieved. This is based
upon Merger costs incurred to date
compared with annual cost savings
incurred and forecast.
Performance
The Company’s NAV total return per
share increased by 2.0% (2023: 4.3%)
after adding back a total of 10.00 pence
per share in dividends paid during the
year. The increase was principally the
result of valuation uplifts and income
returns from cash balances held. Strong
valuation contributions were from
Veritek Global, Preservica, Active
Navigation as well as the legacy
investment, Aquasium. The proceeds
received on the successful portfolio
partial exit of MRG were already fully
reflected in the Company’s NAV at 30
September 2023 including further
proceeds received after the year-end.
Income generated from cash held
awaiting investment and loan stocks
resulted in a positive revenue return.
At the year-end, the Company was
ranked 3rd out of 26 Generalist VCTs
over ten years, 1st out of 32 Generalist
VCTs over five years and 20th out of 32
Generalist VCTs over three years in the
Association of Investment Companies’
(“AIC”) analysis of NAV Total Return
(assuming dividends are reinvested).
Shareholders should note that, due to
Chairman’s Statement
Chairman’s Statement
33
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
the lag in the disclosed performance
figures available each quarter, the AIC
ranking figures do not fully reflect the
final NAV uplift to 30 September 2024,
or those of our peers.
Dividends
The Board was pleased to be able to
declare two interim dividends of 3.00
pence per share, totalling 6.00 pence
per share in respect of the year ended
30 September 2024 to reflect gains and
income generated and ensure
compliance with the VCT regulations.
This was in line with the Company’s
annual target of 6.00 pence per share
which has been achieved, and often
exceeded, in each of the last thirteen
financial years. Shareholders should
note that following the Merger and, as
detailed in the Prospectus, the target
annual dividend target was amended to
an annual dividend target of 7% of the
NAV per Share at the start of the
relevant financial year.
The first interim dividend was paid on
7June 2024, to Shareholders on the
Register on 17 May 2024 and the second
interim dividend was paid after the
year-end on 18 October 2024 to those
Shareholders on the Register on
20September 2024. These dividend
payments have brought cumulative
dividends paid per share since inception
to 165.50 pence, including the second
interim dividend paid after the year-end.
No further dividends will be paid in
respect of the year to 30 September
2024.
It should continue to be noted that the
majority of the portfolio now consists of
younger growth capital investments. By
their nature this results in greater risk
than the historic Management Buy-Out
portfolio and are very likely to result in
increased volatility in the returns
Shareholders receive in any given year.
Shareholders should also note that there
may continue to be circumstances
where the Company is required to pay
dividends in order to maintain its
regulatory status as a VCT, for example,
to stay above the minimum percentage
of assets required to be held in
qualifying investments. Such dividends
paid in excess of net income and capital
gains achieved will cause the
Company’s NAV per share to reduce by
a corresponding amount.
Dividend Investment Scheme
The Company’s Dividend Investment
Scheme (“DIS”) provides Shareholders
with the opportunity to reinvest their
cash dividends into new shares in the
Company at the latest published NAV
per share. New VCT shares attract the
same tax reliefs as shares purchased
through an Offer for Subscription. A total
of 3,970,532 (2023: 2,674,764) Ordinary
shares were allotted as a result of
dividends paid during the year resulting
in £2.80 million (2023: £2.07 million) of
cash being retained by the Company.
Shareholders wishing to take advantage
of the scheme for any future dividends
can join the DIS by completing a
mandate form available on the
Company’s website, under the
‘Dividends’ heading, at:
www.incomeandgrowthvct.co.uk, or
alternatively, Shareholders can opt-out
by contacting City Partnership, using
their details provided under Corporate
Information on page 90. Shareholders
who hold their shares in a Nominee
company can still join the DIS scheme by
instructing the Nominee provider to elect
for the DIS Shares on their behalf. Please
note that on the merger, if you were a
member of the DIS in MIG 4 VCT but not
in the Company’s DIS, City Partnership
may have created a new account with
the different mandate instructions in
accordance with the provisions set out in
the Prospectus. You can instruct City
Partnership to amalgamate the two
accounts and have one common DIS
membership. The new shares are also
eligible for Income Tax Relief.
Investment Portfolio
The portfolio movements across the
year were as follows:
2024 2023
Opening portfolio value 72.72 73.08
MIG 4 VCT acquisition 56.43 -
New and follow-on investments 8.96 3.34
Disposal proceeds (3.87) (9.13)
Net realised (losses)/gains (0.23) 0.41
Valuation movements: unrealised 1.94 5.02
Net investment portfolio gains 1.71 5.43
Portfolio value at 30 September 135.95 72.72
The closing portfolio now reflects the
acquisition of MIG 4 VCT’s assets and
liabilities on 26 July 2024 with portfolio
performance of the enlarged entity
being reflected from that date. On the
portfolio investee companies
themselves, despite the continuing
uncertain macroeconomic conditions,
various investee companies
demonstrated some positive revenue
and profits growth, in particular Veritek
Global, Preservica, and Active
Navigation although the consumer
facing businesses have found delivery of
growth to be harder, such as MyTutor
and Bella & Duke. The net result has
been positive, and the overall value in
the year increased by a modest £1.71
million (2023: £5.43 million), or 1.4%
(2023: 7.4%) on a like-for-like basis,
compared to the opening portfolio value
at 1 October 2023 of £72.72 million and
the assets acquired from MIG 4 VCT of
£56.43 million. This net increase was
comprised of an unrealised increase in
portfolio valuations of £1.94 million and
net realised losses of £0.23 million.
At the year-end, the portfolio was valued
at £135.95 million (2023: £72.72 million)
which includes the assets acquired from
MIG 4 VCT as part of the Merger. The
portfolio is substantially comprised of
growth capital investments, particularly
of investments made since the VCT rule
change in 2015 and, as Shareholders will
be aware, these younger, less proven
investments have a more variable return
profile. Shareholders should continue to
note therefore that whilst the potential
upside for the Company’s Shareholders
of these type of investments may be
higher, conversely the likelihood of
investee company failures also
increases. The Company’s largest five
assets by value represent over 50% of
the portfolio’s value with Preservica
accounting for 26.7%. The overall
portfolio value is greatly affected by the
performance of these investments and
these higher value assets continue to be
monitored closely by the Investment
Adviser as part of its risk mitigation
measures.
During the year under review, the
Company invested £4.62 million (2023:
£2.72 million) into five new investments:
Ozone £1.50 million
Open banking software
developer
Azarc £0.53 million
Cross-border customs
automation software
provider
CitySwift £0.77 million
Passenger transport
data and scheduling
software provider
SciLeads £0.83 million
Digital platform within
life science vertical
OnSecurity £0.99 million
B2B cybersecurity
business providing
independent third-party
penetration testing
services
The Company also invested a total of
£4.34 million (2023: £0.62 million) into
Chairman’s Statement
4
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Chairman’s Statement
seven existing portfolio companies
during the year:
RotaGeek £0.23 million
Provider of cloud-based
enterprise software
FocalPoint £0.17 million
GPS enhancement
software provider
MyTutor £0.64 million
Digital marketplace
connecting school
pupils seeking one to
one online tutoring
Orri £0.25 million
An intensive day care
provider for adults with
eating disorders
ActiveNAV £1.95 million
A global provider of file
analysis software for
information
governance, security
and compliance
VivaCity Labs £0.94 million
An AI and Urban Traffic
Control business
Dayrize £0.16 million
A provider of a rapid
sustainability impact
assessment tool
The VCT’s portfolio valuation
methodology has continued to be
applied consistently and in line with
IPEV guidelines with four of the top ten
largest valuations triangulated by an
independent external valuation in the
year.
Following the year-end, two new
investments were made, £0.55 million of
which was made into Mobility Mojo, a
software platform supporting
accessibility audits and £1.25 million was
made into Gentianes Solutions (trading
as Much Better Adventures), a
Adventure Travel Marketplace, and three
further follow-on investments comprising
£0.31 million into Branchspace, £0.54
million into Preservica, and £0.12 million
into FocalPoint.
The Company received £3.88 million in
proceeds from the partial exit of MRG,
whose value was fully reflected at the
previous year-end. Over the life of this
investment, the Company has received
total proceeds of £7.35 million (including
£0.47 million received after the year end)
which equates to a multiple on cost of
3.3x, an IRR of 26.0%. Conversely, the
Company was unable to support further
investment into Bleach Holdings Limited
and was required to exit its holding for
only minimal proceeds. The Company
had reduced its valuation of Bleach in
previous years such that a modest £0.16
million realised loss was incurred on
disposal in the year. Further, the
Company’s holding in Northern Bloc was
fully impaired recognising a loss of £0.07
million in the year.
Further details of this investment activity
and the performance of the portfolio are
contained in the Investment Adviser’s
Review and the Investment Portfolio
Summary on pages 13 to 28.
Revenue account
The results for the year are set out in the
Income Statement on page 54 and show
a revenue return (after tax) of 0.57 pence
per share (2023: 1.11 pence per share).
The revenue return for the year of £1.00
million has decreased from last year’s
figure of £1.66 million due to lower
dividends received however loan stock
interest receivable has increased over
the year. Investment adviser fees have
increased due to higher net assets, but
other expenses have reduced due to a
reduction in trail commission payable.
The revenue return also includes the
impact of one off costs relating to the
Merger.
Liquidity & Fundraising
Cash and liquidity fund balances as at
30 September 2024 amounted to £52.79
million representing 28.0% of net assets.
After the year-end, following a 3.00
pence dividend payment, cash and
liquid balances reduced to £46.17 million,
25.5% of net assets. The majority of cash
resources are held in liquidity funds with
AAA credit ratings, the returns on which
have benefitted from higher levels of
interest rates which will help support
future returns to Shareholders. The
Board however continues to monitor
credit risk in respect of all its cash and
near cash resources and still prioritises
the security and protection of the
Company’s capital.
On 2 September 2024, the Company
launched a Joint Offer for Subscription
alongside Mobeus Income & Growth
VCT plc (“MIG”) to each raise an initial
amount of up to £35 million, as well as
an over-allotment facility of £10 million
for the tax year 2024/25. Following
strong demand, the Company received
applications for the full amount sought of
£45 million (including the over-allotment
facility). Two allotments took place after
the year-end, on 1 October 2024 and 28
October 2024, issuing a total of
62,562,671 new Ordinary shares at an
average effective offer piece of 71.93
pence per share, raising net funds for
the Company of £43.39 million. These
additional funds will allow the Company
to take advantage of new investment
opportunities, fund further expansion of
existing portfolio businesses, provide
attractive returns for shareholders in the
form of dividend payments and buy back
its shares from those Shareholders who
may wish to sell.
Share buybacks
During the year, the Company bought
back and cancelled 4,163,732 of its own
shares (2023: 3,975,746), representing
2.7% (2023: 3.1%) of the shares in issue
at the beginning of the year, at a total
cost of £2.87 million (2023: £2.98
million), inclusive of expenses.
It is the Company’s policy to cancel all
shares bought back in this way. The
Board regularly reviews its buyback
policy, where its priority is to act
prudently and in the interest of
remaining Shareholders, whilst
considering other factors, such as levels
of liquidity and reserves, market
conditions and applicable law and
regulations. Under this policy, the
Company seeks to maintain the discount
at which the Company’s shares trade at
approximately 5% below the latest
published NAV.
Change of Auditor
The Board will be recommending the
appointment of Johnston Carmichael to
become the Company’s auditor for the
year ending 30 September 2025. This is
to ensure cost and time efficiencies are
maintained through the Company and
Mobeus Income & Growth VCT plc
(“MIG”) having the same auditor as well
as the same year-end. MIG had reached
the 20 year limit for audit tenure with
BDO. Following a comprehensive and
robust audit tender process for both the
Company and MIG, the Boards of both
companies will be recommending this
appointment to shareholders at their
AGM.
Shareholder Communications &
Annual General Meeting
May I remind you that the Company has
its own website:
www.incomeandgrowthvct.co.uk.
The Investment Adviser held another
virtual shareholder event on 1 March
2024, showcasing some exciting
portfolio company growth journeys as
well as a presentation by the Investment
Adviser and representatives of the four
Mobeus VCTs, a recording of which is
available on the Company’s website or
by registering for access here: https://
mvcts.connectid.cloud/. It is anticipated
that the next Shareholder Event will take
place in September 2025.
5
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
The Board is pleased to be able to hold
the next Annual General Meeting
(“AGM”) of the Company in person at
2.30pm on 5 March 2025 at 1st Floor,
8 Fenchurch Place, London EC3M 4PB.
The Board is aware that a number of
Shareholders hold shares in the
Company and the other Mobeus VCT,
MIG, which shares a 30 September
year-end. A joint presentation by the
Investment Adviser to the Company’s
and MIG VCT Shareholders will therefore
take place at 1.30 pm and a light lunch
will be available from 1.00 pm. The MIG
VCT AGM will be held before the
presentation at 1.00 pm.
A webcast will also be available at the
same time for those Shareholders who
cannot attend in person. However,
please note that you will not be able to
vote via this method and you are
encouraged to return your proxy form
before the deadline of 2.30 pm on
Monday, 3 March 2025. There will
however be the ability to send questions
into the meeting via the link.
Information setting out how to join the
meeting by virtual means will be shown
on the Company’s website a few days
before the AGM. Directions to the AGM
venue will also be available on the
website. For further details, please see
the Notice of the Meeting which can be
found at the end of this Annual Report &
Financial Statements, on pages 87 to 89.
Votes Against AGM Resolutions
At the Annual General Meeting of the
Company held on 29 February 2024,
over 20% of the votes received were
lodged against the resolutions to
approve the Remuneration Report and
to approve the disapplication of
pre-emption rights.
As required under the AIC Code of
Corporate Governance Code, those
Shareholders that voted against the
resolutions were contacted in April 2024
to ascertain the background and
reasons for their vote. I thank those
Shareholders who responded to the
request with their reasons for voting
against the resolutions. From the
responses, it was clear that the key
factors were Shareholders’ concerns
about the level of fees received by the
Board and of new shareholders being
added to the Register of Members,
thereby diluting current Shareholders’
holding and potential dividend income.
The Board considers its fees to be
competitive, in line with the amount of
assets under management and
commensurate with the time
commitment required to be undertaken
by the Board. The Board considers the
level of fees on an annual basis, as well
as bench-marking against peers.
With regard to the issuance of shares to
new investors, the Board consider it in
the Company’s interest to periodically
raise new funds to:
(i) take advantage of new investment
opportunities and to support existing
portfolio companies and
(ii) maintain (bearing in mind the annual
running costs and outflows through
dividends and buybacks) and further
grow the net asset base of the
Company over which to spread the
annual running costs.
Further fundraisings are typically raised
at an issue price per share of the NAV
plus costs, which avoids economic
dilution of the existing NAV per share for
existing Shareholders. The Board
acknowledges that there may be a
potential short-term dilutive impact of
individual shareholder returns – from
sharing gains on existing investments
with new Shareholders. At the same
time, existing Shareholders are partially
“derisked” in cash for part of the very
same investments at current market
value.
In any event, the Board believes that
both these counterveiling arguments are
outweighed by having sufficient liquidity
to meet its investment objectives and
the potential to generate enhanced
returns in the future, as well as the ability
to support dividend payments.
VCT Regulations - Retirement Date
of the UK Government’s Venture
Capital Schemes
The Board and Investment Adviser were
pleased to see the European
Commission approve the extension of
the VCT scheme until 5 April 2035. This
was formalised by UK legislation on
3September 2024. The regulations
bring into effect the extension of the
Enterprise Investment Scheme (“EIS”)
and the Venture Capital Trust (“VCT”)
Scheme sunset clause to 2035. The
Board welcomes this news and would
like to thank the Investment Adviser, The
Venture Capital Trust Association
(“VCTA”), the Association of Investment
Companies (“AIC”) and other parties
involved for their help in getting the new
legislation enacted.
Consumer Duty
The Financial Conduct Authority’s
(“FCA”) new Consumer Duty regulation
came into effect on 31 July 2023.
Consumer Duty is an advance on the
previous concept of ‘treating customers
fairly’, which sets higher and clearer
standards of consumer protection across
financial services and requires all firms
to put their customers’ needs first.
As previously notified, the Company is
not regulated by the FCA and does not
therefore directly fall into the scope of
Consumer Duty. However, Gresham
House, as the Investment Adviser, and
any IFAs or financial platforms used to
distribute fundraising offers are subject
to Consumer Duty.
The Board will ensure that the principles
behind Consumer Duty are upheld and
will work with the Investment Adviser on
the information now available to assist
consumers and their advisers to
discharge their obligations under
Consumer Duty.
Environmental, Social and
Governance (“ESG”)
The Board and the Investment Adviser
believe that the consideration of
environmental, social and corporate
governance (“ESG”) factors throughout
the investment cycle will contribute
towards enhanced Shareholder value.
Gresham House has a dedicated
sustainable investment team which
conducts an annual survey of our
unquoted portfolio companies to
understand how they are responding to
relevant ESG risks and opportunities.
The results of the November 2023
survey of investee companies
highlighted that the portfolio companies
who participated were taking action on
implementing a range of sustainability
initiatives within their businesses. Each
portfolio company in the survey
identified areas for improvement over
the next 12 months which are being
monitored by the Investment Adviser
and their progress tracked throughout
the year.
The FCA reporting requirements
consistent with the Task Force on
Climate-related Financial Disclosures
(“TCFD”) do not currently apply to the
Company but will be kept under review,
the Board being mindful of any
recommended changes. The Board is
aware of the FCA’s Sustainability
Disclosure Requirements and investment
labels (together the “rules”). As the
Company is classified as a Collective
Investment Undertaking, the scope of the
rules capture such UK-domiciled
unauthorised funds, however given that
the shares in the Company (the
“product”) do not have a sustainable
investment objective, the rules only apply
on a very limited basis (through the
Chairman’s Statement
6
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Chairman’s Statement
Investment Adviser) in relation to the
Company. The Gresham House TCFD
Report can be found on its website at:
TCFD report – Gresham House.
Fraud Warning
Shareholders continue to be contacted
in connection with sophisticated but
fraudulent financial scams which purport
to come from or to be authorised by the
Company. This is often by a phone call
or an email usually originating from
outside of the UK, claiming or appearing
to be from a corporate finance firm
offering to buy your shares at an inflated
price.
The Board strongly recommends
Shareholders take time to read the
Company’s Fraud warning section,
including details of who to contact,
contained within the Information for
Shareholders section on pages 81 to 83.
Outlook
Despite some recent return to stability
on the domestic front following the UK
election and subsequent budget, the
wider geopolitical and economic
environment remains uncertain. The
Company’s portfolio companies have
been operating under challenging
economic conditions for some time now
and the Board and Investment Adviser
are encouraged with the level of
resilience shown. With a more certain
fiscal roadmap now laid out and the
prospect for further interest rate
reductions, the Board has cautious
optimism that portfolio performance can
be maintained and improved. The
Investment Adviser continues to target
new opportunities in exciting new
businesses and is reporting a strong
pipeline under current review.
The sole successful partial exit of MRG
during the year represents a somewhat
quiet period for the Mobeus VCT
portfolio in terms of realisations
compared to past periods. Expectations
are that the exit environment will likely
remain subdued for the time being.
However, a period of stability should
facilitate more measured growth which
will ultimately lead to exits but with no
fixed timescale associated with the
Company’s investments, there is no
imperative to force an exit, and the
Investment Adviser is able to influence
the best time to sell to optimise value.
In summary, the Company continues to
add to its large, well-diversified portfolio
which is managed by a professional and
experienced investment team. The
Board and Investment Adviser will
continue to work together to drive
shareholder returns further.
I would like to take this opportunity once
again to thank all Shareholders for your
continued support and to extend a warm
welcome to our new Shareholders in the
Company.
Maurice Helfgott
Chairman
13 January 2025
Company objective and
business model
Objective
The objective of the Company is to
provide investors with an attractive
return by maximising the stream of
tax-free dividend distributions from the
income and capital gains generated by a
diverse and carefully selected portfolio
of investments, while continuing at all
times to qualify as a VCT.
Summary of Investment Policy
The Company’s Investment Policy is to
invest primarily in a diverse portfolio of
UK unquoted companies. Investments
are generally structured as part loan and
part equity in order to receive regular
income, to generate capital gain upon
sale and to reduce the risk of high
exposure to equities. To further spread
risk, investments are made in a number
of different businesses across different
industry sectors.
The Company’s cash and liquid
resources are held in a range of
instruments which can be of varying
maturities, subject to the overriding
criterion that the risk of loss of capital be
minimised.
The Company seeks to make
investments in accordance with the
requirements of VCT regulation. A
summary of this is set out below.
The full text of the Company’s
Investment Policy is set out on page 28
of this Strategic Report.
Summary of VCT regulation
To maintain its status as a VCT, the
Company must meet a number of
conditions, the most important of which
are that:
● The Company is required to hold at
least 80%, by VCT tax value
1
of its
total investments (shares, securities
and liquidity) in VCT qualifying
holdings, within approximately three
years of a fundraising;
● all qualifying investments made by
VCTs after 5 April 2018, together
with qualifying investments made
by funds raised after 5 April 2011
are, in aggregate, required to
comprise at least 70% by VCT tax
value in “eligible shares”, which
carry no preferential rights (save as
may be permitted under VCT rules);
● no investment in a single company
or group of companies may
represent more than 15% (by VCT
tax value) of the Company’s total
investments at the date of
investment;
● the Company must pay sufficient
levels of income dividend from its
revenue available for distribution so
as not to retain more than 15% of its
income from shares and securities
in a year;
● the Company’s shares must be
listed on the London Stock
Exchange or a regulated European
stock market;
● non-qualifying investments cannot
be made, except for certain
exemptions in managing the
Company’s short-term liquidity;
● VCTs are required to invest 30% of
funds raised in an accounting
period beginning on or after 6 April
2018 in qualifying holdings within 12
months of the end of that
accounting period; and
● The period for reinvestment of the
proceeds on disposal of qualifying
investments is 12 months.
To be a VCT qualifying holding, new
investments must be in companies:
● which carry on a qualifying trade;
● which have no more than £15 million
of gross assets at the time of
investment and no more than £16
million immediately following
investment from VCTs;
● whose maximum age is generally
up to seven years (ten years for
knowledge intensive businesses);
● that receive no more than an annual
limit of £5 million and a lifetime limit
of £12 million (for knowledge
intensive companies the lifetime
limit is £20 million, and the annual
limit is £10 million), from VCTs and
similar sources of State Aid funding;
and
● that use the funds received from
VCTs for growth and development
purposes.
In addition, VCTs may not:
● offer secured loans to investee
companies, and any returns on loan
capital above 10% must represent
no more than a commercial return
on the principal; and
● make investments that do not meet
the ‘risk to capital’ condition (which
requires a company, at the time of
investment, to be an
entrepreneurial company with the
objective to grow and develop, and
where there is a genuine risk of loss
of capital).
1
VCT tax value means as valued in
accordance with prevailing VCT
legislation. The calculation of VCT tax
value is arrived at using tax values,
based on the cost of the most recent
purchase of an investment instrument in
a particular company, which may differ
from the actual cost of each investment
shown in the Investment Portfolio
Summary on pages 24 to 27.
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The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Strategic Report
The Company’s business model is set out in the diagram below.
The Company and its business
model
The Company is a Venture Capital Trust
and its objective and Investment Policy
are therefore designed to ensure that it
continues to qualify and is approved as
a VCT by HM Revenue & Customs
(“HMRC”) whilst maximising returns to
Shareholders from both income and
capital. A summary of the most important
rules that determine VCT approval is set
out on page 7.
It is a fully listed company on the London
Stock Exchange and is therefore also
required to comply with the Listing Rules
governing such companies.
The Company is an externally advised
fund and has a Board comprising
Non-Executive Directors. The Board has
overall responsibility for the Company’s
affairs, including the determination of its
Investment Policy, subject to
Shareholder approval. Investment
advisory and operational support are
outsourced to external service providers
including the Investment Adviser,
Company Secretary and Administrator
and the Registrar, with the strategic and
operational framework and key policies
set and monitored by the Board.
Investment and divestment proposals
are originated, negotiated and
recommended by the Investment
Adviser and are then subject to
comment and approval by the Directors.
The Company invests alongside three
other VCTs advised or managed by
Gresham House in proportion to the
relative net assets of each VCT
(excluding direct AIM investments) at the
date the investment proposal is
submitted to each Board.
The total percentage of equity held in
each investment by all funds advised by
Gresham House is shown in Note 10 on
page 69.
Private individuals invest in the
Company to benefit from both income
and capital returns generated by
investment performance. By investing in
a VCT they are eligible for up-front
income tax relief (currently 30% of the
amount subscribed for new shares by an
investor), as well as tax-free dividends
received from the Company. Investors
are also not liable for any capital gains
tax upon the eventual sale of the shares.
Shares have to be held for a minimum of
five years to retain the initial income tax
relief received.
Board of non-executive directors
Responsible for:
- Governing all aspects of the Company’s
operations, including relationships with
key service providers
- Setting and monitoring the Investment Policy
and other key policies
-
Approving VCT investments and divestments on
the recommendation of the Investment Adviser
Investment Adviser
(Gresham House Asset
Management Limited)
Responsible for implementing the Investment
Policy and recommending suitable new
investments and realisations to the Board
Investors
Typically:
- Private individuals
- Aged 18 plus
- UK tax payers
Company Secretary & Administrator
(Gresham House Asset
Management Limited)
Responsible for providing company secretarial
and administration services to the Company
Investee companies
- Comply with VCT tax legislation
Primarily:
- Unquoted companies
- Operate within the UK
- Meet the criteria set out in the Investment Policy
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The Income & Growth VCT plc Annual Report & Financial Statements 2024
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Performance
The Board has identified six key performance indicators that it uses in its own assessment of the Company’s progress and which
are typical for VCTs. These are:
1. Annual and cumulative returns per share for the year;
2. The Company’s performance compared with its peer group;
3. Dividends paid compared with dividend target;
4. Compliance with VCT legislation;
5. Share price and discount to NAV; and
6. Costs.
Some of these are classified as alternative performance measures (“APMs”) in line with Financial Reporting Council (“FRC”)
guidance. See Glossary of terms for details on page 86. APMs are measures of performance that are in addition to the data
reported in the Financial Statements. It is intended that these will provide Shareholders with sufficient information to assess how
the Company has performed against its Objective in the year to 30 September 2024, and over the longer-term, through the
application of its investment and other principal policies.
1. Annual and cumulative returns per share for the year
The Company’s objective is to generate long- term growth returns from capital and income. To assess this, the Board monitors
the growth in total returns per share, both on a NAV basis and a share price basis, adjusted for dividends paid in the year.
Total Shareholder returns per share for the year
The NAV and Share Price total returns per share for the year ended 30 September 2024 were 2.0% (2023: 4.3%) and 7.5% (2023:
0.0%) respectively, as shown below:
NAV basis
(p)
Share price basis
(p)
Closing NAV per share 70.90
Closing share price 69.00
Plus: dividends paid in year (Note 1) 10.00
Plus: dividends paid in year (Note 1) 10.00
Total for year 80.90
Share price Total return for year 79.00
Less: opening NAV per share 79.33
Less: opening share price 73.50
Increase in NAV total return for year
per share (Note 2) 1.57
Increase in Share price total return
for year per share 5.50
% NAV Total return for year 2.0%*
% Share price total return for year 7.5%*
* The Share Price return differs from the NAV total return because the share price at 30 September 2024 is by reference to the most
recent NAV per share of 72.35 pence which represents the NAV per share as at 26 July 2024. The closing share price of 69.00 pence
per share has been adjusted because the share price at 30 September 2024 was ex-div, a 3.00 pence per share dividend was paid
on 18 October 2024.
Note 1: The dividends paid in the year were a 7.00 pence per share dividend in respect of the year ended 30 September 2023 paid on
8November 2023 and a 3.00 pence per share dividend in respect of the year ended 30 September 2024, paid on 7 June 2024.
Note 2: NAV return per share for the year is comprised of:
Year ended 30 September 2024
pence per share
2023
pence per share
Gross portfolio capital returns 0.64 3.51
Gross income returns 1.02 2.07
Costs (1.29) (2.03)
Other movements 1.20 0.05
NAV return for the year 1.57 3.60
The contributions from the portfolio returns and income are shown before deducting attributable costs. They are explained
below under the Review of Financial Results for the year. Costs are referred to in Section 6 on page 12.
The Company does not consider it appropriate to set a specific annual cumulative return per share target for the year. However,
Shareholders should note that the Board assesses these returns against the Company’s ability to meet its annual dividend target
(see Section 3 Dividends paid compared with dividend target).
Total return (p)
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The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Before any performance fee is payable, Shareholders must benefit from an average annual NAV total return over a five year
period of the higher of i) 6% per annum and ii) the Bank of England base rate plus 2%. For details, see Note 4 to the Financial
Statements.
Cumulative total shareholder returns per share (NAV basis)
The longer-term trend of performance on this measure is shown in the chart below:
Net asset value Cumulative dividends paid to date
0
10
20
30
40
50
60
70
80
90
100
110
120
130
140
150
160
170
180
190
200
210
220
230
240
30/09/202030/09/201930/09/201830/09/201730/09/201630/09/2015 30/09/2023 30/09/2024
Cumulative NAV
total shareholder
return (pence per
share)
236.95 228.23179.01 183.74174.88
106.38 98.51
68.50
80.50
Pence per share
186.32
30/09/2021 30/09/2022
192.12 201.56
108.00 113.00
81.24 78.32
136.50 144.50
100.45
102.50
79.12
70.06 83.73
131.50
231.83
152.50
79.33
233.40
162.50
70.90
1
On 18 October 2024, the Company paid a second interim dividend of 3.00 pence per share in respect of the year ended 30 September
2024. Following this dividend, the NAV per share then prevailing will reduce by a corresponding 3.00 pence as well as cumulative
dividends paid increasing by the same.
Internal rate of return (“IRR”)
For the year ended 30 September 2024 2023
Internal rate of return (NAV basis) (with tax relief) 12.7% 12.9%
Internal rate of return (NAV basis) (without tax relief) 8.4% 8.5%
These figures include initial income tax relief since the launch of the current share class in February 2008. The IRR is a measure
of an investment’s rate of return. It is calculated as the annual discount rate that equates the net investment cost (70.00 pence
per share with income tax relief, 100 pence per share without tax relief), at the date of the original investment, with the value of
subsequent dividends received and the latest NAV per share. This percentage return figure can be compared to percentage
returns Shareholders have achieved elsewhere.
Review of financial results for the year
For the year 2024
£m
2023
£m
Revenue return 1.00 1.67
Capital return 0.00 3.82
Total return 1.00 5.49
The revenue profit for the year of £1.00 million (0.38 pence of NAV return for the year per share held at the year- end, net of costs
charged to revenue) has decreased over the previous year. The revenue profit is derived from income, primarily from liquidity
fund interest, outweighing revenue expenses. This has decreased due to lower dividends received in the year. Other expenses
were lower due to a reduction in trail commission payable, but the Company also incurred merger costs in the year as explained
further in Note 18.
The capital return for the year was £(0.003) million (0.00 pence of NAV return for the year per share held at the year-end, net of
costs charged to capital) is due primarily to a net increase in unrealised valuations of the portfolio companies, offset by
Investment adviser fees charged to capital and realised losses in the year.
10
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
2. The VCT’s performance compared with its peer group
The Board places emphasis on benchmarking the Company’s performance against its peer group of generalist VCTs and
aims to maintain the Company’s performance within the top quartile of this peer group. This compares the percentage
increase in NAV total return of the Company (assuming dividends are reinvested) to an index of generalist VCTs, which are
members of the AIC over the last one, three, five and ten years based on figures published by Morningstar.
Period I&G VCT NAV
Total Return %
(Rank)
Weighted average
Generalist VCT NAV
Total Return %
(No. of VCTs)
One year 2.3%
1
(15th) 0.2% (32)
Three years (3.0)% (20th) (3.2)% (32)
Five years 68.2% (1st) 24.2% (32)
Ten years 124.0% (3rd) 59.6% (26)
1
This figure of 2.3% differs from that shown in section 1 of 2.0%, due to the timing of NAV announcements as well as assuming dividends are
reinvested at each payment date.
On a NAV cumulative Total Return basis (which, compared to the figures above assumes dividends are not reinvested), the VCT
was ranked 16th over one year (out of 32 VCTs), 17th over three years (out of 32 VCTs), 2nd over five years (out of 32 VCTs) and
3rd over ten years (out of 26 VCTs) among generalist (including planned exit) VCTs at 30 September 2024. These statistics are
produced by the AIC (based on information prepared by Morningstar).
The Board is pleased with the performance of the Company in respect of its peer group over the medium and longer term, but is
working to reverse the relative fall in recent short-term comparable performance.
3. Dividends paid compared with dividend target
Up to the date of the acquisition of Mobeus Income & Growth 4 VCT plc on 26 July 2024, the Company had a target of
paying an annual dividend of at least 6.00 pence per share in respect of each financial year. Since this date, the Board has a
revised dividend target of 7% of the opening NAV per share.
The Company’s objective is to provide Shareholders with an attractive stream of tax-free dividends. The previous 6.00 pence
per share target was met during the year under review by the dividend payments made in the year. As the NAV per share of the
Company is expected to continue to vary, the Board considers it appropriate to adopt an annual dividend target set as a
percentage rather than a fixed pence per share amount. The Board intends to continue to maximise the stream of dividend
distributions to its Shareholders from the income and capital gains generated by the portfolio or from other distributable
reserves. However, the ability of the Company to pay dividends in the future cannot be guaranteed and will be subject to
performance and available cash and reserves.
20.00
0.00
Dividends paid or payable
in respect of the financial year
Cumulative dividends paid or
payable in respect of the
financial year
Pence per share
120.00
140.00
100.00
160.00
180.00
80.00
60.00
40.00
30/09/2020 30/09/202230/09/202
13
0/09/202430/09/2023
14.00
131.50
9.00
8.00
140.50
148.50
11.00
159.50
6.00
165.50
Dividends paid or payable per share in
respect of the financial year ended
30 September 2024 were 6.00 pence
comprising of an interim dividend of
3.00 pence per share, paid to
Shareholders on 7 June 2024 and a
3.00 pence dividend paid after the
year-end on 18 October 2024,
respectively. Cumulative dividends
paid/payable to date since the
inception of the current share fund are
now 165.50 pence per share.
1
1
The first allotment of the former ‘S’ Share
class, now the current share class took
place on 6 February 2008.
11
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Annual Report & Financial Statements 2024
Strategic Report
4. Compliance with VCT legislation
In making their investment in a VCT, Shareholders become eligible for a number of tax benefits under VCT tax legislation, as long
as the Company also complies with VCT tax legislation. To achieve this, the Company must meet a number of tests set by the
VCT legislation, a summary of which is given in the table headed ‘Summary of VCT regulation’ on page 7. Throughout the year
ended 30 September 2024, the Company continued to meet these tests.
5. Share price and discount to NAV
The Board recognises that Shareholders may wish to sell their shares from time to time and that the secondary market for VCT
shares can be limited. The impact of this secondary market is that the Company’s share price will typically trade at a level which
is less than the Company’s NAV per share. Subject to the Company having sufficient available funds and distributable reserves, it
is the Board’s intention to pursue a buyback policy with the objective of maintaining the discount to NAV at which the Company’s
shares may trade in the market at approximately 5% or less.
This buyback policy provides a mechanism for the Company to enhance the liquidity of its shares and seek to manage the level
and volatility of the discount to NAV at which its shares may trade as market liquidity in VCTs is normally very restricted.
Continuing Shareholders benefit from the difference between the NAV and the price at which the shares are bought back and
cancelled.
The discount for the Company’s shares at 30 September 2024 was 4.6% (2023: 5.0%) based on the share price shown in the
table on page 1 and the NAV per share at 26 July 2024.
During the year ended 30 September 2024, Shareholders holding 4,163,732 shares expressed their desire to sell their
investments. The Company instructed its brokers, Panmure Gordon (UK) Limited, now renamed Panmure Liberum Limited, to
purchase these shares at prices reflecting the Company’s share buyback discount policy. The Company subsequently purchased
these shares at prices of between 66.21 and 70.21 pence per share and cancelled them. During the year, the Company bought
back 2.7% of the issued share capital of the Company at 1 October 2023.
6. Costs
Shareholders will be aware there are a number of costs involved in operating a VCT. Shareholders do not bear costs in
excess of the expense cap of 3.00% (3.25% prior to merger).
The Board monitors costs using the Ongoing Charges Ratio which is as set out in the table below:
2024 2023
Ongoing charges plus performance fee (if applicable) 2.3% 2.5%
There were no performance fees payable during the year (2023: £nil).
The Ongoing Charges Ratio has been calculated using the AIC recommended methodology except that closing net assets has
been used as the basis rather than an average as this more accurately reflects the level of net assets of the Company in future.
This figure shows Shareholders the annual percentage reduction in shareholder returns as a result of recurring operational
expenses, assuming markets remain static and the portfolio is not traded. Although the ongoing charges figure is based upon
historical information, it provides Shareholders with an indication of the likely level of costs that will be incurred in managing the
Company in the future.
The Total Expense Ratio (which differs from the Ongoing charges ratio and forms the basis of any expense cap upon Investment
Adviser fees, see Note 4 for further explanation) for the year was 1.6% (2023: 2.5%) of closing net assets. Shareholders should
note that closing net assets have increased due to the assets acquired from Mobeus Income & Growth 4 VCT on 26 July 2024
and Investment Adviser fees charged throughout the year were based upon a lower figure than this. As a result, no breach has
occurred of the expense cap of 3.00% of the closing net assets for the year ended 30 September 2024 (2023: £nil).
Investment Adviser fees and other expenses
Investment Adviser fees charged to both revenue and capital have increased from £2.53 million to £2.78 million. This increase
reflects the impact of the net assets acquired as part of the acquisition of Mobeus Income and Growth 4 VCT plc on 26 July
2024.
Other expenses have decreased from £0.61 million to £0.50 million, mainly due to a fall in trail commission payable upon eligible
shares that have reached their cap under the terms of previous Offers for Subscription. There are merger costs incurred of
£153,695 as shown on the Income Statement, for further details see Note 4. Further details of these expenses and merger costs
are contained in the Financial Statements on pages 54 to 80 of this Annual Report.
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The Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
Investment Adviser’s Review
13
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Portfolio Review
The year to date has been marked by a
continuing period of uncertainty, against
which markets have delivered modest
growth. Inflation and interest rates
appear to have peaked, but concerns
regarding geo-political tensions in
Europe and the Middle East persist. The
UK and US election results will hopefully
allow more clarity on the future
economic and political landscape
although the impact of the UK
Government’s first budget has caused
an element of market turbulence,
potential inflationary pressures and
pausing of interest rate reductions.
Despite this unsettled environment, it is
encouraging to see that two thirds of the
portfolio companies recorded continued
growth in either revenues or profits over
the year. This steady positive progress
contrasts the observation that the
portfolio includes several companies
contemplating top up rounds to enable
them to reach a delayed breakeven. The
ability to invest further VCT capital is a
useful opportunity to build meaningful
stakes as well as enhancing the
Company’s influence and protecting the
VCTs’ position. Over 70% of the portfolio
recorded profit increases versus the
previous year which is very encouraging
and demonstrates the responsiveness
and effectiveness of portfolio company
boards in maintaining close cost
management.
The nature of the VCT assets are that
many portfolio companies are seeking to
prove and develop nascent business
models. Most of the recent group of
earlier stage investments are steadily
building out their pipelines and
capability as they balance investment
with the rate of commercial
development. At this stage of their
development Gresham House is still
hopeful that the majority will deliver the
relevant commercial proof points, albeit
it will take longer and probably require
additional capital earlier than had
originally been envisioned. In some
cases, this could be a positive by
allowing the Company to amass more
significant stakes on possibly more
advantageous terms.
We are pleased to have been able to
provide new funding to five significant
investments during the year as well as
provide follow on funding for a number
of portfolio companies. The exit
environment remains subdued, but the
partial exit of MRG at the start of the
period illustrates that investee
companies can still be realised at
attractive prices. Unless there is a
change in market dynamics, it is likely
that portfolio companies will be held for
longer periods although looking forward,
there are a number of assets starting to
plan for exit in 2024/25. Gresham House
believes that these are realistic
prospects which could deliver significant
realised value to the Company.
The Company’s recent successful
fundraise after the period end will
provide strong liquidity to take
advantage of the improving new
investment environment for the
Company as the UK is starting to see
some stability post the election and
budget. Gresham House is seeing a
number of interesting investment
propositions which are expected in time
to be value accretive to the VCT’s
portfolio.
2024
£m
2023
£m
Opening portfolio
value
72.72 73.08
MIG 4 VCT
acquisition
56.43 -
New and follow-
on investments
8.96 3.34
Disposal
proceeds
(3.87) (9.13)
Net realised
(losses)/gains
(0.23) 0.41
Valuation
movements:
unrealised
1.94 5.02
Net investment
portfolio gains
1.71 5.43
Portfolio value at
30 September
135.95 72.72
The value of the Company’s portfolio
has materially increased in size due to
the acquisition of Mobeus Income &
Growth 4 VCT’s portfolio of assets, the
vast majority in which the Company had
existing holdings.
The Company made new and follow-on
investments totalling £8.96 million
(2023: £3.34 million) during the year, of
which £4.62 million was to five new
growth capital investments and £4.34
million was to seven follow-on
investments. Further details of these
investments are on the following pages.
After the year end, new investments
were made into Mobility Mojo and Much
Better Adventures, as well as follow-ons
into Branchspace, Preservica and
FocalPoint.
The portfolio’s largest investments have
experienced some strong revenue
growth which has continued to drive
values over the period, in particular
Active Navigation, Preservica and
Caledonian Leisure. Pleasingly, Veritek
Global, a historic MBO investment has
started to see material traction having
pivoted its business model in recent
years and returned to profitability and
finally, legacy investment Aquasium has
seen a material uplift in the year. By
contrast, there are also some portfolio
companies that are experiencing
tougher trading such as, MyTutor and
Dayrize. The portfolio companies
continue to be focused on establishing a
path to profitability.
During the year, the MRG partial exit
generated proceeds of £3.88 million
resulting in a return of 3.3x and an IRR of
26% over the life of the investment.
14
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
The portfolio’s valuation changes in the year are summarised as follows:
Investment Portfolio Capital Movement 2024
£m
2023
£m
Increase in the value of unrealised investments 10.63 11.49
Decrease in the value of unrealised investments (8.69) (6.47)
Net increase in the value of unrealised investments
1.94 5.02
Realised gains - 1.28
Realised losses (0.23) (0.87)
Net realised (losses)/gains in the year (0.23) 0.41
Net investment portfolio movement 1.71 5.43
New Investments during the year
The Company made five new investments totalling £4.62 million during the year, as detailed below:
Company Business Date of
investment
Amount of new
investment (£m)
Ozone API
Open banking
software provider
December 2023 1.50
Ozone API (https://ozoneapi.com) is a software developer providing banks and financial institutions with a low cost, out-of-
the-box solution enabling them to deliver open APIs which comply with open banking and finance standards globally. The
software goes beyond compliance and enables customers to monetise open banking and finance opportunities which are
growing significantly following regulatory & market development. This funding is the first equity investment into Ozone and
enables the team to invest into their product and go-to-market teams as they look to capitalise on the large and fast-growing
global market.
Azarc
Cross-border customs
automation software
provider
December 2023 0.53
Azarc.io (https://azarc.io) specialises in business process automation using distributed ledger technology. Its Verathread®
product has been applied to automating cross-border customs clearances, albeit it has wider supply chain applications.
Founded in 2021, Azarc successfully secured British Telecom as a customer and a long-term strategic partner in the UK and
aims to improve efficiencies over traditional paper-based customs clearances for import and export trade. This investment will
support the company’s growth trajectory with BT and expedite its expansion into international import/export hubs through
new partnerships.
CitySwift
Passenger transport
data and scheduling
software provider
December 2023 0.77
Huddl Mobility Limited (trading as CitySwift) (
https://cityswift.com
) is a software business that works with bus operators and
local authorities to aggregate, cleanse and access insight from complex data sources from across their networks, enabling
them to optimise schedules and unlock revenue generating or cost reduction opportunities. This investment will be used to
accelerate new customer acquisition and unlock significant opportunities within the existing customer base - CitySwift already
works with major bus operators and local transport authorities including National Express, Stagecoach and Transport for Wales.
SciLeads
Digital Platform within
the life science verticals
March 2024 0.83
Based in Belfast, SciLeads (https://scileads.com)) is a data and lead generation platform operating within life science verticals,
allowing customers to identify, track and convert potential leads. SciLeads has grown ARR significantly and this investment will
be used to accelerate new customer acquisition and professionalise the product and customer success functions to cross-sell
opportunities within the existing customer base.
15
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Company Business Date of
investment
Amount of new
investment (£m)
OnSecurity
B2B cybersecurity
business providing
independent third-party
penetration testing
June 2024 0.99
Based in Bristol, OnSecurity (https://www.onsecurity.io) is a B2B cybersecurity business providing independent third-party
penetration testing services, a type of ethical hacking that simulates a real-world attack on a computer system, network, or web
application to identify and remediate vulnerabilities that could be exploited by malicious actors. OnSecurity is an agile and
collaborative platform solution that provides high quality human pentesting with elements of automation to minimise low value,
menial tasks. This investment will be used to drive growth through developing their platform to target larger potential clients
and develop economies of scale.
Further investments during the year
A total of £4.34 million was invested into seven existing portfolio companies during the year, as detailed below:
Company Business Date of
investment
Amount of further
investment (£m)
RotaGeek
Provider of cloud-based
enterprise software
November 2023 0.23
RotaGeek (https://www.rotageek.com/) is a provider of cloud-based enterprise software to help larger retail, leisure and
healthcare organisations to schedule staff effectively. RotaGeek has proven its ability to solve the scheduling issue for large
retail clients, competing due to the strength of its technologically advanced proposition. Since investment it has also diversified
and started to prove its applicability in other verticals such as healthcare and hospitality. This investment will help the company
focus on operational delivery and continue sales and client contract win momentum.
Focal Point
Positioning
GPS enhancement
software provider
December 2023 0.17
Focal Point Positioning Limited (https://focalpointpositioning.com/) is a deep tech business with a growing IP and software
portfolio. Its proprietary technology applies advanced physics and machine learning to dramatically improve the satellite-based
location sensitivity, accuracy, and security of devices such as smartphones, wearables, and vehicles and reduce costs. The
further investment was agreed at the time of the original funding in September 2022.
MyTutor
Digital marketplace for
online tutoring
January 2024 0.64
MyTutorweb (trading as MyTutor) (https://mytutor.co.uk) is a digital marketplace that connects school age pupils who are
seeking private online tutoring with university students. The business is satisfying a growing demand from both schools and
parents to improve pupils’ exam results. This further investment will aim to drive changes in product and margin through
operating business improvements and seek to expand its offering to school and channel partners.
Orri
Specialists in eating
disorder support
March 2024,
July 2024
0.25
Orri Limited (https://orri-uk.com) is an intensive daycare provider for adults with eating disorders. Orri provides an alternative to
expensive residential in-patient treatment and lighter-touch outpatient services by providing highly structured day and half day
sessions either online or in-person at its clinic on Hallam Street, London. This additional funding represents a bridging round to
provide sufficient funding to allow the business to reach break-even. Potential further funding will allow a targeted geographic
roll out once the core business is proven.
ActiveNav
A provider of enterprise-
level file analysis
software
May 2024 1.95
Data Discovery Solutions, trading as ActiveNav (https://activenav.com), is a data analysis software solution which makes it
easier for companies to clean up network drives, respond to new data protection laws and dispose of redundant and out-dated
documents. ActiveNav’s solution is used by significant blue-chip customers, particularly those in highly regulated industries
such as energy and professional services, as well as government entities in the USA, Canada, Australia and the UK. This further
funding will assist the development of ActiveNav’s exciting new cyber breach response division ‘Actfore’, which was
established in late 2022.
16
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
Company Business Date of
investment
Amount of further
investment (£m)
Dayrize
A provider of a rapid
sustainability impact
assessment tool
June 2024,
September
2024
0.16
Founded in 2020, Amsterdam-based Dayrize (https://dayrize.io/) has developed a rapid sustainability impact assessment tool
that delivers product-level insights for consumer goods brands and retailers, enabling them to be leaders in sustainability. Its
proprietary software platform and methodology bring together an array of data sources to provide a single holistic product
level sustainability score that is comparable across product categories in under two seconds. This funding round is to help
refine its business plan, establish greater product-market fit and drive conversion of its customer pipeline. Capital structure
terms have also been amended to encourage further funding from its existing angel network.
Vivacity
Provider of artificial
intelligence & urban
traffic control systems
August 2024 0.94
Vivacity (https://vivacitylabs.com) develops camera sensors with on-board video analytics software that enables real-time
anonymised data gathering of road transport system usage. It offers city transport authorities the ability to manage their road
infrastructure more effectively, enabling more efficient monitoring of congestion and pollution levels as well as planning for
other issues, such as the changing nature of road usage (e.g. the increasing number of cyclists). The technology and software
represent a significant leap forward for local planning authorities which have traditionally relied upon manual data collection.
Valuation changes of portfolio
investments still held
The total valuation increases were:
£10.63 million, with the main increases
being:
● Veritek Group: £1.82 million
● Aquasium
Technology: £1.23 million
● Active Navigation: £1.20 million
● Preservica: £1.15 million
Veritek Global has undertaken a marked
turnaround having pivoted its business
model in recent years. Aquasium
Technology, a legacy investment is
seeing growing international interest for
its product. Active Navigation continues
to gain momentum for its incident
response platform and Preservica has
had a challenging few months, but
continues to grow its recurring revenues.
The main reductions within total
valuation decreases of £(8.69) million
were:
● MyTutor: £(3.26) million
● Bella & Duke: £(1.05) million
● Dayrize B.V.: £(0.66) million
● Virgin Wines: £(0.65) million
MyTutor and Bella & Duke have been
impacted by a challenging environment
for consumer facing businesses. IPV has
experienced delays in securing new
contracts and partnerships, although
through cost-saving initiatives has
improved its profitability. Dayrize has
secured several new contracts, however
its cash requirement has been higher
than anticipated. Unfortunately, Dayrize’s
need for further capital has accelerated
over recent months such that, post the
year end, the VCT has agreed to a
capital structure plan to facilitate further
funding from its existing angel network
without requiring further funding from
the VCT. This will result in a staged
recovery of the Company’s loan capital
over the next two years, but only a
nominal recovery for the Company’s
equity instruments. Although
disappointing, this is believed to be the
best outcome for Shareholders. Finally,
Virgin Wines, despite releasing positive
trading news has been subject to wider
AIM market volatility over the past year.
The Company’s investment values have
been partially insulated from market
movements and lower revenue growth
by the preferred investment structures
utilised in the financing of many of the
portfolio companies. This acts to
moderate valuation swings and the net
result can be more modest falls when
portfolio company values decline.
Realisation during the year
The Company completed one exit during the year, as detailed below:
Company Business Period of
investment
Total cash proceeds over
the life of the investment/
Multiple over cost
Masters
Removers
Group
A specialist logistics,
storage and removals
business
December 2014
to
February 2024
£7.35 million
3.3x cost
The Company sold its investment in Master Removers Group (2019) Limited to Elanders AB and alongside this, sold its shares
in MRG’s domestic removals business to management. The Company received £3.88 million from the sale plus £0.82 million
after the year end. Total proceeds received by the Company to date over the life of the investment are £7.35 million compared
to an original investment cost of £2.26 million. On a combined I&G and MIG 4 VCT basis (MIG 4 VCT amounts being received
prior to the Merger), including amounts received after year end, total proceeds are £12.86 million compared to an original cost
of £3.95 million. Overall, this investment generated a multiple on cost of 3.3x and an IRR of 26%.
17
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Other losses during the year
The Company realised its investment in
Bleach Holdings Limited (“Bleach”)
during the year. Bleach had significantly
underperformed in the face of issues
such as Covid-19 and the subsequent
consumer downturn. Despite a
restructuring in 2023, against a
challenging backdrop across the retail
sector, Bleach required further funding
to support its scaling which the VCTs
could not provide under current VCT
rules. A well-known hair-care provider
agreed to acquire the business and
safeguard important jobs but
disappointingly only at a level that
generated a minimal return for the VCTs.
The Company had reduced its valuation
of Bleach materially in previous periods
such that upon realisation a modest loss
of just £0.16 million was recognised in
the year. Northern Bloc Ice Cream has
had similar trading difficulties such that
this investment was recognised as a
permanent impairment resulting in a
£0.07 million realised loss.
Portfolio income and yield
In the year under review, the Company received the following amounts in interest and dividend income:
Investment Portfolio Yield 2024
£m
2023
£m
Interest received in the year 0.63 0.58
Dividends received in the year 0.05 0.64
OEIC and bank interest received in the year 2.04 1.97
Total portfolio income in the year
2.72 3.19
Net Asset Value at 30 September 188.70 122.78
Income Yield (Income as a % of Net asset value at 30 September)* 1.4% 2.6%
* Yield appears lower compared to the prior year due to the acquisition of MIG 4 VCT’s assets being reflected in the net asset value at the
year-end with interest and dividend income only reflected for the period since the merger.
Investments after the year-end
The Company made two new and three further investments totalling £2.77 million after the year-end, as detailed below:
New:
Company Business Date of
investment
Amount of further
investment (£m)
Mobility Mojo
A software platform
supporting accessibility
audits
October 2024
0.55
Based in Dublin, Mobility Mojo (https://mobilitymojo.com) was founded in 2018 and empowers organisations worldwide to
create more accessible and inclusive spaces. Mobility Mojo’s innovative software platform enables companies to capture, track,
enhance, promote and benchmark the accessibility of their buildings in a standardised and cost-effective way across their
entire portfolio. The solution significantly reduces the time and expense typically associated with traditional paper-based
accessibility audits and it is adaptable to a diverse set of environments, including office spaces, hotels and retail banks. The
funding will support Mobility Mojo in expanding its marketing and sales teams, enhancing its SaaS platform with new AI-driven
capabilities and recruiting key talent to its leadership team.
Much Better
Adventures
Online travel operator
specialising in creating
unique ‘adventure’ group
trips
November 2024 1.25
Much Better Adventures (
https://muchbetteradventures.com
) has developed a reliable, engaging, user-friendly platform that
resonates with customers. This is reflected in the positive customer reviews and strong repeat rates. It has built a strong
organic search presence in the UK through a combination of a high-quality website and social content, and curating trips that
appeal to its clear Ideal Customer Profile, a highly marketable segment that fits with the product offering. With this investment
the business will be robustly funded with the ability to tune expenditure to market conditions.
18
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
Existing:
Company Business Date of
investment
Amount of further
investment (£m)
Branchspace
Digital retail software
provider to aviation and
travel industry
November 2024 0.31
Branchspace (https://www.branchspace.com/) is a well-established specialist digital retailing consultancy and software
provider to the aviation and travel industry. Branchspace’s offering helps customers to transform their technology architecture
to unlock best-in-class digital retailing capabilities, driving distribution efficiencies and an improved customer experience.
Across two complementary service offerings Branchspace can effectively cover the entire airline tech stack and has carved a
defensible position as sector experts, serving clients including IAG, Lufthansa and Etihad. This funding round which was
agreed at the time of the original transaction will seek to support its growth plans.
Preservica
Seller of proprietary
digital archiving
software
December 2024 0.54
Preservica (https://preservica.com) is a SaaS software business with blue chip customers and strong recurring revenues. It has
developed market leading software for the long-term preservation of digital records, ensuring that digital content can remain
accessible, irrespective of future changes in technology. The business has seen annual recurring revenues nearly double over
the last two financial years. This additional funding will give the business extra headroom to deliver 20-25% ARR growth whilst
seeking an exit in 2025.
Focal Point
Positioning
GPS enhancement
software provider
December 2024 0.12
Focal Point Positioning Limited (https://focalpointpositioning.com/) is a deeptech business with a growing IP and software
portfolio. Its proprietary technology applies advanced physics and machine learning to dramatically improve the satellite-based
location sensitivity, accuracy, and security of devices such as smartphones, wearables, and vehicles and reduce costs. The
further investment was agreed at the time of the original funding in September 2022.
Environmental, Social, Governance
considerations
The Board and the Investment Adviser
believe that the consideration of
environmental, social and corporate
governance (“ESG”) factors throughout
the investment cycle should contribute
towards enhanced shareholder value.
The Investment Adviser has a dedicated
team which is focused on sustainability
as well as the Investment Adviser’s
Sustainability Executive Committee who
provide oversight and accountability for
the Investment Adviser’s approach to
sustainability across its operations and
investment practices. This is viewed as
an opportunity to enhance the
Company’s existing protocols and
procedures through the adoption of the
highest industry standards. Each
investment executive is responsible for
setting and achieving their own
individual ESG objectives in support of
the wider overarching ESG goals of the
Investment Adviser.
The Investment Adviser’s Private Equity
division has its own Sustainable
Investment Policy, in which it commits to:
● Ensure its team understands the
imperative for effective ESG
management and is equipped to
carry this out through management
support and training.
● Incorporate ESG into the monitoring
processes of the unquoted portfolio
companies.
● Engage with the dedicated
sustainable investment team and
conduct regular monitoring of ESG
risks, sustainability initiatives and
performance in its investments.
Further detail on ESG can be found in
the Chair’s statement on page 5 and in
the Director’s Report on page 36.
Outlook
Geo-political flux is likely to persist
throughout 2025, although domestically
the economic landscape is expected to
be on a surer footing. This environment
should also present attractive
opportunities for your Company but, as a
selective investor, still has the
advantage of being able to take a
longer-term view of both new and
portfolio follow-on investments. The
early-stage cohort of investments are
taking on the challenges presented and
are expected to accelerate their funding
plans, however this should also produce
attractive further investment
opportunities.
The first Budget under the new Labour
Government was held after the year-
end. Of particular note and concern for
the portfolio and its companies, there is
an expected impact of increased
Employer’s National Insurance
contributions on portfolio companies.
Gresham House’s seasoned investment
managers and advisers are a vital
source of knowledge and experience
available to support the Company’s
portfolio of management teams. In this
respect, Gresham House is well placed
by having one of the largest and most
experienced portfolio teams in the
industry with an average of over 18
years’ relevant industry experience.
Pleasingly, the portfolio continues to
perform in delivering growth against a
challenging backdrop, although the
early-stage companies will need careful
monitoring and guidance. The new and
further investment landscape should
provide continued opportunities to
expand the portfolio with assets with the
potential to generate strong returns for
investors. The Company’s strong
liquidity provides Gresham House with
ample capacity to fulfil these prospects.
Gresham House Asset Management
Limited
Investment Adviser
13 January 2025
Investments by market sector by value
Investments by value remain spread across a number of FTSE sectors, primarily in software and computer services, retailers and
industrial support services. Although the portfolio appears concentrated on three main sectors, the range of companies
contained within these sectors is considered to be very diverse. The Investment Adviser continues to target further investments
to complement these sectors.
0.9%
30 September 2024 30 September 2023
0% 20% 25%
30%35% 40% 45%
10%5% 15%
58.3%
49.8%
4.5%
10.5%
25.4%
28.9%
2.2%
1.5%
General industrials
Healthcare Equipment & Services
Direct to consumer/retailers
Travel and leisure
Consumer services
Industrial support services
Software and computer services
Industrial engineering
Technology, hardware & equipment
3.2%
2.4%
2.9%
50% 55% 60%
0.7%
0.8%
Food producers
2.2%
2.4%
2.2%
0.0%
0.1%
1.1%
Age of the portfolio by value
20232023
< 1 year
1 - 2 years
2 - 3 years
3 - 4 years
4 - 5 years
> 5 years
20242024
23.3%
2.8%
5.1%
3.9%
3.8%
5.7%
11.6%
52.9%
15.7%
1.9%
10.2%
8.6%
3.5%
60.1%
20232023
MBO/MBI
Growth Capital
AIM
20242024
7.8%
88.3%
89.4%
5.6%
Type of investment transaction by value
20232023
< 1 year
1 - 2 years
2 - 3 years
3 - 4 years
4 - 5 years
> 5 years
20242024
23.3%
2.8%
5.1%
3.9%
3.8%
5.7%
11.6%
52.9%
15.7%
1.9%
10.2%
8.6%
3.5%
60.1%
20232023
MBO/MBI
Growth Capital
AIM
20242024
7.8%
88.3%
89.4%
5.6%
Investments made after the 2015 rule changes are all growth capital investments which are young businesses using the
Company’s investment for growth and development purposes (as defined under VCT legislation).
Investments made before the 2015 rule change include all investments made under the Investment Adviser’s management
buyout (“MBO”) strategy and management buy in (“MBI”) strategies. This typically includes MBO and MBI investments which are
more mature, but also contains some growth capital investments.
19
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
20
The Income & Growth VCT plc Annual Report & Financial Statements 2024
MPB Group Limited
www.mpb.com
Book cost £8,838,000
Valuation £17,543,000
Basis of valuation
Revenue multiple
Equity % held
7.31%
Income receivable in year
Nil
Business
Online marketplace for used
photographic equipment
Location
Brighton
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2024
Turnover £172,621,000
Operating loss £(2,079,000)
Loss before taxation £(8,166,000)
Net assets £23,888,000
Year ended 31 March 2023
Turnover £136,763,000
Operating loss £(4,057,000)
Loss before taxation £(8,987,000)
Net assets £19,949,000
Movements during the year
None.
Principal investments in the Portfolio at 30 September 2024 by valuation
Preservica Limited
www.preservica.com
Book cost £19,964,000
Valuation £36,332,000
Basis of valuation
Revenue multiple
Equity % held
31.1%
Income receivable in year
£130,578
Business
Seller of proprietary digital
archiving software
Location
Abingdon, Oxfordshire
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2024
Turnover £13,711,000
Operating loss £(2,881,000)
Loss before taxation £(3,291,000)
Net liabilities £(5,988,000)
Year ended 31 March 2023
Turnover £11,542,000
Operating loss £(4,343,000)
Loss before taxation £(4,731,000)
Net liabilities £(4,197,000)
Movements during the year
None.
Strategic Report
Data Discovery Solutions Limited
(trading as Active Navigation)
www.activenavigation.com
Book cost £8,151,000
Valuation £10,209,000
Basis of valuation
Revenue multiple
Equity % held
23.3%
Income receivable in year
Nil
Business
Provider of a global market leading
file analysis software for information
governance, security and
compliance
Location
Winchester
Original transaction
Growth capital
Audited financial information
Year ended 29 June 2023
Turnover £12,051,000
Operating profit £1,623,000
Profit before taxation £991,000
Net assets £5,851,000
Year ended 29 June 2022
Turnover £6,345,000
Operating loss £(59,000)
Loss before taxation £(1,769,000)
Net assets £4,305,000
Movements during the year
Follow on investment of
£1.95 million.
Financial information above and opposite is derived from publicly available Report and Accounts. The valuation of each investee company is derived in line
with the valuation methodology detailed in Note 9 and is typically based upon each investee company’s latest management accounts information not yet
disclosed to public sources.
Further details of the investments in the portfolio may be found on the Mobeus VCTs’ website: www.mobeusvcts.co.uk.
Operating profit is stated before charging depreciation and amortisation, where appropriate, for all investee companies.
Book cost figures above include the fair value of assets acquired from Mobeus Income & Growth 4 VCT plc on 26 July 2024. Valuation represents the fair
value of the Company’s and former MIG 4 VCT’s instruments at 30 September 2024.
21
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Bella & Duke Limited
www.bellaandduke.com
Book cost £3,652,000
Valuation £4,753,000
Basis of valuation
Revenue multiple
Equity % held
10.9%
Income receivable in year
Nil
Business
A premium frozen raw dog food
provider
Location
Edinburgh
Original transaction
Growth capital
Audited financial information
Year ended 31 March 2024
Turnover £25,938,000
Operating profit £353,000
Loss before taxation £(558,000)
Net assets £1,944,000
Year ended 31 March 2023
Turnover £22,945,000
Operating profit £458,000
Loss before taxation £(622,000)
Net assets £2,431,000
Movements during the year
None.
Strategic Report
Arkk Consulting Limited
(trading as Arkk Solutions)
www.arkksolutions.com
Book cost £4,277,000
Valuation £5,057,000
Basis of valuation
Revenue multiple
Equity % held
15.9%
Income receivable in year
£57,238
Business
Provider of services and software
to enable organisations to remain
compliant with regulatory reporting
requirements
Location
London
Original transaction
Growth capital
Audited Financial information
Year ended 31 December 2023
Turnover £7,003,000
Operating profit £1,816,000
Loss before taxation £(62,000)
Net liabilities £(1,151,000)
Year ended 31 December 2022
Turnover £6,360,000
Operating profit £1,229,000
Loss before taxation £(521,000)
Net liabilities £(1,202,000)
Movements during the year
None.
Vivacity Labs Limited
www.vivacitylabs.com
Book cost £4,329,000
Valuation £4,394,000
Basis of valuation
Revenue multiple
Equity % held
16.8%
Income receivable in year
Nil
Business
Provider of artificial intelligence &
urban traffic control systems
Location
London
Original transaction
Growth capital
Audited Financial information
Year ended 31 December 2023
Turnover £6,011,000
Operating loss £(6,950,000)
Loss before taxation £(7,054,000)
Net liabilities £(1,229,000)
Year ended 31 December 2022
Turnover £5,937,000
Operating loss £(6,148,000)
Loss before taxation £(6,351,000)
Net assets £3,591,000
Movements during the year
Follow on investment of
£0.94 million.
22
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Principal investments in the Portfolio at 30 September 2024 by valuation
Strategic Report
End Ordinary Group Limited
(trading as Buster and Punch)
www.busterandpunch.com
Book cost £3,873,000
Valuation £4,198,000
Basis of valuation
Earnings multiple
Equity % held
18.4%
Income receivable in year
Nil
Business
Industrial inspired lighting and
interiors retailer
Location
Stamford, Lincolnshire
Original transaction
Growth capital
Audited financial information*
Year ended 30 June 2023
Turnover £58,998,000
Operating profit £473,000
Loss before taxation £(737,000)
Net assets £21,822,000
Year ended 30 June 2022
Turnover £69,152,000
Operating profit £6,164,000
Profit before taxation £5,098,000
Net assets £22,073,000
Movements during the year
None.
Rapunzel Newco Limited
(trading as Virgin Wines UK plc)*
www.virginwines.co.uk
Book cost £2,055,000
Valuation £4,371,000
Basis of valuation
Bid price (AIM quoted)
Equity % held
20.1%
Income receivable in year
Nil
Business
Online wine retailer
Location
Norwich
Original transaction
Management buyout
Audited financial information
Year ended 30 June 2024
Turnover £59,005,000
Operating profit £2,544,000
Profit before taxation £1,681,000
Net assets £23,320,000
Year ended 30 June 2023
Turnover £58,998,000
Operating profit £473,000
Loss before taxation £(737,000)
Net assets £21,822,000
* Trading information above related to
Virgin Wines UK plc.
Movements during the year
None.
Rota Geek Limited
www.rotageek.com
Book cost £3,368,000
Valuation £3,757,000
Basis of valuation
Revenue multiple
Equity % held
10.0%
Income receivable in year
£35,308
Business
Workforce management software
developer
Location
London
Original transaction
Growth capital
Unaudited financial information
Year ended 31 December 2023
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Profit/(loss) before
taxation Not disclosed
Net liabilities £(4,072,000)
Year ended 31 December 2022
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Profit/(loss)
before taxation Not disclosed
Net liabilities £(1,247,000)
Movements during the year
Follow on investment of
£0.23 million.
Financial information above and opposite is derived from publicly available Report and Accounts. The valuation of each investee company is derived in line
with the valuation methodology detailed in Note 9 and is typically based upon each investee company’s latest management accounts information not yet
disclosed to public sources.
Further details of the investments in the portfolio may be found on the Mobeus VCTs’ website: www.mobeusvcts.co.uk.
Operating profit is stated before charging depreciation and amortisation, where appropriate, for all investee companies.
Book cost figures above include the fair value of assets acquired from Mobeus Income & Growth 4 VCT plc on 26 July 2024. Valuation represents the fair
value of the Company’s and former MIG 4 VCT’s instruments at 30 September 2024.
23
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Caledonian Leisure Ltd
www.caledonian.com
Book cost £1,946,000
Valuation £3,209,000
Basis of valuation
Earnings multiple
Equity % held
15.6%
Income receivable in year
£37, 288
Business
UK leisure and experience breaks
provider
Location
Glasgow
Original transaction
Growth Capital
Audited Financial information
Year ended 31 December 2023
Turnover £55,006,000
Operating profit £1,455,000
Profit before taxation £1,665,000
Net assets £3,254,000
Year ended 31 December 2022
Turnover £40,060,000
Operating profit £450,000
Profit before taxation £359,000
Net assets £1,852,000
Movements during the year
None.
Ozone Financial Technology
Limited
www.ozoneapi.com
Book cost £2,867,000
Valuation £3,339,000
Basis of valuation
Revenue multiple
Equity % held
3.3%
Income receivable in year
Nil
Business
Open banking software developer
Location
London
Original transaction
Growth Capital
Unaudited financial information
Year ended 30 September 2023
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Profit/(loss)
before taxation Not disclosed
Net liabilities £(1,136,000)
Year ended 30 September 2022
Turnover Not disclosed
Operating profit/(loss) Not disclosed
Profit/(loss)
before taxation Not disclosed
Net liabilities £(455,000)
Movements during the year
New investment of £1.50 million.
Strategic Report
Veritek Global Holdings
Limited
www.veritekglobal.com
Book cost £2,073,000
Valuation £3,136,000
Basis of valuation
Earnings multiple
Equity % held
28.2%
Income receivable in year
£115,284
Business
Maintenance of imaging equipment
Location
Polegate, East Sussex
Original transaction
Management buyout
Audited Financial information
Year ended 31 March 2023
Turnover £10,517,000
Operating loss £(72,000)
Loss before taxation £(161,000)
Net liabilities £(116,000)
Year ended 31 March 2022
Turnover £7,130,000
Operating loss £(200,000)
Loss before taxation £(252,000)
Net assets £45,000
Additions/disposals
None.
24
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Ordinary shares Other investments
1
Total
Book cost
at 30
September
2024*
£
Total
Valuation
at 30
September
2023
£
Additional
investments
£
MIG 4 VCT
Portfolio
Acquisition
£
Total
Valuation at
30 September
2024
£
Interest
receivable in
year
£
Dividends
receivable in
year
£
Unrealised
gains/(losses)
in year
£
Realised
losses
in year
£
Net
proceeds
£
% of
equity
held
2,3
% of
portfolio
by value
Book cost
at 30
September
2024
£
Valuation
at 30
September
2024
£
Book cost
at 30
September
2024
£
Valuation
at 30
September
2024
£
Preservica Limited
Seller of proprietary digital archiving software
14,886,691 30,887,040 5,077,098 5,445,072 19,963,789 19,889,049 - 15,288,626 36,332,112 130,578 - 1,154,437 - - 31.1% 26.7%
MPB Group Limited
Online marketplace for used photographic equipment
8,837,644 17,543,335 - - 8,837,644 9,403,839 - 7,326,652 17,543,335 - - 812,844 - - 7.3% 12.9%
Data Discovery Solutions Limited (trading as Active
Navigation)
Provider of global market leading file analysis software for
information governance, security and compliance
5,755,373 7,731,052 2,395,610 2,478,044 8,150,983 2,839,164
1,950,982 4,224,320 10,209,096 - - 1,194,630 - - 23.3% 7.5%
Arkk Consulting Limited (trading as Arkk Solutions)
Provider of services and software to enable organisations to
remain compliant with regulatory reporting requirements
1,858,850 2,333,371 2,418,635 2,723,835 4,277,485 2,487,625 - 2,095,298 5,057,206 57,238 - 474,283 - - 15.9% 3.7%
Bella & Duke Limited
A premium frozen raw dog food provider
3,652,342 4,752,902 - - 3,652,342 3,478,126 - 2,328,597 4,752,902 - - (1,053,821) - - 10.9% 3.5%
VivaCity Labs Limited
Provider of artificial intelligence & urban traffic control
systems
4,329,117 4,393,616 - - 4,329,117 2,093,538 941,126 1,294,453 4,393,616 - - 64,499 - - 16.8% 3.2%
Rapunzel Newco Limited (trading as Virgin Wines UK plc
(AIM quoted))
Online wine retailer
2,055,080 4,370,868 - - 2,055,080 3,026,768 - 1,989,792 4,370,868 - - (645,692) - - 20.1% 3.2%
End Ordinary Group Limited (trading as Buster and Punch)
Industrial inspired lighting and interiors retailer
3,873,271 4,197,908 - - 3,873,271 2,744,111 - 1,826,659 4,197,908 - - (372,862) - - 18.4% 3.1%
Rota Geek Limited
Workforce management software developer
2,423,711 2,775,624 944,685 981,337 3,368,396 1,445,818 234,525 1,570,371 3,756,961 35,308 - 506,247 - - 10.0% 2.8%
Ozone Financial Technology Limited
Open banking software developer
2,866,883 3,338,904 - - 2,866,883 - 1,504,330 1,362,553 3,338,904 - - 472,021 - - 3.3% 2.5%
Caledonian Leisure Limited
Provider of UK leisure and experience breaks
1,418,856 2,669,937 527,258 539,238 1,946,114 1,063,686 - 1,197,365 3,209,175 14,824 22,464 948,124 - - 15.6% 2.4%
Veritek Global Holdings Limited
Maintenance of imaging equipment
61,522 - 2,011,108 3,136,121 2,072,630 498,461 - 816,271 3,136,121 115,284 - 1,821,389 - - 28.2% 2.3%
Aquasium Technology Limited
4
Manufacturing and marketing of bespoke electron beam
welding and vacuum furnace equipment
166,667 2,985,397 - - 166,667 1,759,161 - - 2,985,397 - - 1,226,236 - - 16.7% 2.2%
Legatics Holdings Limited
SaaS LegalTech software provider
2,500,135 2,631,870 - - 2,500,135 1,363,959 - 1,136,176 2,631,870 - - 131,735 - - 14.9% 1.9%
Idox plc (AIM quoted)
5
Developer and supplier of knowledge management
products
453,881 2,508,454 - - 453,881 2,641,793 - - 2,508,454 - 25,001 (133,339) - - 0.0% 1.8%
OnSecurity Technology Limited
Cybersecurity services business
925,566 1,155,557 932,874 1,157,250 1,858,440 - 987,113 871,329 2,312,807 9,995 - 454,366 - - 5.7% 1.7%
EOTH Limited (trading as Equip Outdoor Technologies)
Branded outdoor equipment and clothing (Rab and Lowe
Alpine)
138,331 - 2,174,587 2,284,941 2,312,918 1,353,782 - 931,159 2,284,941 120,004 - - - - 0.0% 1.7%
My TutorWeb Limited (trading as MyTutor)
Digital marketplace connecting school pupils seeking one-
to-one online tutoring
6,125,447 2,156,230 - - 6,125,447 2,656,989 636,381 2,127,288 2,156,230 - - (3,264,428) - - 13.3% 1.6%
Investment Portfolio Summary
for the year ended 30 September 2024
Notes
* Book cost includes the fair value of the investments acquired from Mobeus Income & Growth 4 VCT plc on 26 July 2024 of £56,433,945 which were still held at
30 September 2024.
‘Other investments’ comprise principally loan stock instruments, and/or relatively small amounts of preference shares.
The percentage of equity held, and the amounts co-invested, in these companies by funds managed by Gresham House Asset Management Limited are disclosed
in Note 10 of the financial statements.
The percentage of equity held for these companies is the fully diluted figure, in the event that for example, management of the investee company exercises share
options where available.
Investment formerly managed by Nova Capital Management Limited until 31 August 2007 and by Foresight Group until various dates ending on or before 10 March
2009.
Investment formerly managed by Foresight Group LLP up to various dates ending on or before 10 March 2009.
Strategic Report
25
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Ordinary shares Other investments
1
Total
Book cost
at 30
September
2024*
£
Total
Valuation
at 30
September
2023
£
Additional
investments
£
MIG 4 VCT
Portfolio
Acquisition
£
Total
Valuation at
30 September
2024
£
Interest
receivable in
year
£
Dividends
receivable in
year
£
Unrealised
gains/(losses)
in year
£
Realised
losses
in year
£
Net
proceeds
£
% of
equity
held
2,3
% of
portfolio
by value
Book cost
at 30
September
2024
£
Valuation
at 30
September
2024
£
Book cost
at 30
September
2024
£
Valuation
at 30
September
2024
£
Preservica Limited
Seller of proprietary digital archiving software
14,886,691 30,887,040 5,077,098 5,445,072 19,963,789 19,889,049 - 15,288,626 36,332,112 130,578 - 1,154,437 - - 31.1% 26.7%
MPB Group Limited
Online marketplace for used photographic equipment
8,837,644 17,543,335 - - 8,837,644 9,403,839 - 7,326,652 17,543,335 - - 812,844 - - 7.3% 12.9%
Data Discovery Solutions Limited (trading as Active
Navigation)
Provider of global market leading file analysis software for
information governance, security and compliance
5,755,373 7,731,052 2,395,610 2,478,044 8,150,983 2,839,164
1,950,982 4,224,320 10,209,096 - - 1,194,630 - - 23.3% 7.5%
Arkk Consulting Limited (trading as Arkk Solutions)
Provider of services and software to enable organisations to
remain compliant with regulatory reporting requirements
1,858,850 2,333,371 2,418,635 2,723,835 4,277,485 2,487,625 - 2,095,298 5,057,206 57,238 - 474,283 - - 15.9% 3.7%
Bella & Duke Limited
A premium frozen raw dog food provider
3,652,342 4,752,902 - - 3,652,342 3,478,126 - 2,328,597 4,752,902 - - (1,053,821) - - 10.9% 3.5%
VivaCity Labs Limited
Provider of artificial intelligence & urban traffic control
systems
4,329,117 4,393,616 - - 4,329,117 2,093,538 941,126 1,294,453 4,393,616 - - 64,499 - - 16.8% 3.2%
Rapunzel Newco Limited (trading as Virgin Wines UK plc
(AIM quoted))
Online wine retailer
2,055,080 4,370,868 - - 2,055,080 3,026,768 - 1,989,792 4,370,868 - - (645,692) - - 20.1% 3.2%
End Ordinary Group Limited (trading as Buster and Punch)
Industrial inspired lighting and interiors retailer
3,873,271 4,197,908 - - 3,873,271 2,744,111 - 1,826,659 4,197,908 - - (372,862) - - 18.4% 3.1%
Rota Geek Limited
Workforce management software developer
2,423,711 2,775,624 944,685 981,337 3,368,396 1,445,818 234,525 1,570,371 3,756,961 35,308 - 506,247 - - 10.0% 2.8%
Ozone Financial Technology Limited
Open banking software developer
2,866,883 3,338,904 - - 2,866,883 - 1,504,330 1,362,553 3,338,904 - - 472,021 - - 3.3% 2.5%
Caledonian Leisure Limited
Provider of UK leisure and experience breaks
1,418,856 2,669,937 527,258 539,238 1,946,114 1,063,686 - 1,197,365 3,209,175 14,824 22,464 948,124 - - 15.6% 2.4%
Veritek Global Holdings Limited
Maintenance of imaging equipment
61,522 - 2,011,108 3,136,121 2,072,630 498,461 - 816,271 3,136,121 115,284 - 1,821,389 - - 28.2% 2.3%
Aquasium Technology Limited
4
Manufacturing and marketing of bespoke electron beam
welding and vacuum furnace equipment
166,667 2,985,397 - - 166,667 1,759,161 - - 2,985,397 - - 1,226,236 - - 16.7% 2.2%
Legatics Holdings Limited
SaaS LegalTech software provider
2,500,135 2,631,870 - - 2,500,135 1,363,959 - 1,136,176 2,631,870 - - 131,735 - - 14.9% 1.9%
Idox plc (AIM quoted)
5
Developer and supplier of knowledge management
products
453,881 2,508,454 - - 453,881 2,641,793 - - 2,508,454 - 25,001 (133,339) - - 0.0% 1.8%
OnSecurity Technology Limited
Cybersecurity services business
925,566 1,155,557 932,874 1,157,250 1,858,440 - 987,113 871,329 2,312,807 9,995 - 454,366 - - 5.7% 1.7%
EOTH Limited (trading as Equip Outdoor Technologies)
Branded outdoor equipment and clothing (Rab and Lowe
Alpine)
138,331 - 2,174,587 2,284,941 2,312,918 1,353,782 - 931,159 2,284,941 120,004 - - - - 0.0% 1.7%
My TutorWeb Limited (trading as MyTutor)
Digital marketplace connecting school pupils seeking one-
to-one online tutoring
6,125,447 2,156,230 - - 6,125,447 2,656,989 636,381 2,127,288 2,156,230 - - (3,264,428) - - 13.3% 1.6%
Strategic Report
26
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Ordinary shares Other investments
1
Total
Book cost
at 30
September
2024*
£
Total
Valuation
at 30
September
2023
£
Additional
investments
£
MIG 4 VCT
Portfolio
Acquisition
£
Total
Valuation at
30 September
2024
£
Interest
receivable in
year
£
Dividends
receivable in
year
£
Unrealised
gains/(losses)
in year
£
Realised
losses
in year
£
Net
proceeds
£
% of
equity
held
2,3
% of
portfolio
by value
Book cost
at 30
September
2024
£
Valuation
at 30
September
2024
£
Book cost
at 30
September
2024
£
Valuation
at 30
September
2024
£
Orri Limited
An intensive day care provider for adults with eating
disorders
581,700 1,046,015 1,402,251 976,150 1,983,951 1,034,163 249,300 986,751 2,022,165 5,968 - (248,049) - - 11.1% 1.5%
Connect Childcare Group Limited
Nursery management software provider
889,596 869,361 1,001,601 1,001,605 1,891,197 289,303 - 733,983 1,870,966 - - 847,680 - - 5.3% 1.4%
Other Growth focused portfolio outside top 20
6
17,925,247 10,603,668 5,381,349 3,464,607 23,306,596 7,360,089 2,456,257 6,601,582 14,068,275 45,927 - (2,283,421) (66,234) - 10.2%
Other MBO focused portfolio outside top 20
7
5,921,078 536,787 2,052,619 1,456,127 7,973,697 618,260 - 1,372,993 1,992,914 97,598 - 1,661 - - 1.5%
Disposed in year
Master Removers Group 2019 Limited (trading as Anthony
Ward Thomas, Bishopsgate and Aussie Man & Van)
A specialist logistics, storage and removals business
401,864 820,498 - - 401,864 4,510,495
-
351,727 820,498 - - (166,313) - - 3,875,411 16.3% 0.7%
Bleach London Holdings Limited
Hair colourants brand
- - - - - 164,206
-
- - - - - - (163,560) 646 0.0% 0.0%
Total
88,048,852 110,308,394 26,319,675 25,644,327 114,368,527 72,722,385
8,960,014 56,433,945 135,952,721 632,724 47,465 1,942,227 (229,794) 3,876,057 100.0%
Portfolio split by type
Growth focused portfolio
8
79,390,624 99,906,888 22,255,948 21,052,079 101,646,572 64,177,942
8,960,014 52,254,889 120,958,967 419,842 22,464 (328,028) (229,794) 3,876,057 89.0%
MBO focused portfolio
8
8,658,228 10,401,506 4,063,727 4,592,248 12,721,955 8,544,443
- 4,179,056 14,993,754 212,882 25,001 2,270,255 - - 11.0%
Total
88,048,852 110,308,394 26,319,675 25,644,327 114,368,527 72,722,385
8,960,014 56,433,945 135,952,721 632,724 47,465 1,942,227 (229,794) 3,876,057 100.0%
Investment Portfolio Summary
for the year ended 30 September 2024
Strategic Report
Notes
* Book cost includes the fair value of the investments acquired from Mobeus Income & Growth 4 VCT plc on 26 July 2024 of £56,433,945 which were still
held at 30 September 2024.
‘Other investments’ comprise principally loan stock instruments, and/or relatively small amounts of preference shares.
The percentage of equity held, and the amounts co-invested, in these companies by funds managed by Gresham House Asset Management Limited are
disclosed in Note 10 of the financial statements.
The percentage of equity held for these companies is the fully diluted figure, in the event that for example, management of the investee company
exercises share options where available.
Other growth focused portfolio at 30 September 2024 comprise: Scileads Limited, Manufacturing Services Investment Limited (trading as Wetsuit
Outlet), Huddl Mobility Limited (trading as CitySwift), Cognassist UK Limited, Branchspace Limited, Lads Store Limited (trading as Bidnamic), FocalPoint
Positioning Limited, Proximity Insight Holdings Limited, Pets’ Kitchen Limited (trading as Vet’s Klinic), Mable Therapy Ltd, IPV Limited, Azarc.io, Connect
Earth Limited, Dayrize B.V., Parsley Box Limited, Northern Bloc Ice Cream Limited, Spanish Restaurant Group Limited (trading as Tapas Revolution) (in
administration), BookingTek Limited and Kudos Innovations Limited.
Other MBO focused portfolio at 30 September 2024 comprise: CGI Creative Graphics International Limited, Corero Network Security plc, Oxonica
Limited, Racoon International Group Limited, NexxtDrive Limited/Nexxt E-drive Limited, SEC Group Limited (formerly RDL Corporation Limited), Biomer
Technology Limited and Sift Group Limited.
8
The growth focused portfolio contains all investments made after the change in the VCT regulations in 2015 plus some investments that are growth in
nature made before this date. The MBO focused portfolio contains investments made prior to 2015 as part of the previous MBO strategy.
27
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Ordinary shares Other investments
1
Total
Book cost
at 30
September
2024*
£
Total
Valuation
at 30
September
2023
£
Additional
investments
£
MIG 4 VCT
Portfolio
Acquisition
£
Total
Valuation at
30 September
2024
£
Interest
receivable in
year
£
Dividends
receivable in
year
£
Unrealised
gains/(losses)
in year
£
Realised
losses
in year
£
Net
proceeds
£
% of
equity
held
2,3
% of
portfolio
by value
Book cost
at 30
September
2024
£
Valuation
at 30
September
2024
£
Book cost
at 30
September
2024
£
Valuation
at 30
September
2024
£
Orri Limited
An intensive day care provider for adults with eating
disorders
581,700 1,046,015 1,402,251 976,150 1,983,951 1,034,163 249,300 986,751 2,022,165 5,968 - (248,049) - - 11.1% 1.5%
Connect Childcare Group Limited
Nursery management software provider
889,596 869,361 1,001,601 1,001,605 1,891,197 289,303 - 733,983 1,870,966 - - 847,680 - - 5.3% 1.4%
Other Growth focused portfolio outside top 20
6
17,925,247 10,603,668 5,381,349 3,464,607 23,306,596 7,360,089 2,456,257 6,601,582 14,068,275 45,927 - (2,283,421) (66,234) - 10.2%
Other MBO focused portfolio outside top 20
7
5,921,078 536,787 2,052,619 1,456,127 7,973,697 618,260 - 1,372,993 1,992,914 97,598 - 1,661 - - 1.5%
Disposed in year
Master Removers Group 2019 Limited (trading as Anthony
Ward Thomas, Bishopsgate and Aussie Man & Van)
A specialist logistics, storage and removals business
401,864 820,498 - - 401,864 4,510,495
-
351,727 820,498 - - (166,313) - - 3,875,411 16.3% 0.7%
Bleach London Holdings Limited
Hair colourants brand
- - - - - 164,206
-
- - - - - - (163,560) 646 0.0% 0.0%
Total
88,048,852 110,308,394 26,319,675 25,644,327 114,368,527 72,722,385
8,960,014 56,433,945 135,952,721 632,724 47,465 1,942,227 (229,794) 3,876,057 100.0%
Portfolio split by type
Growth focused portfolio
8
79,390,624 99,906,888 22,255,948 21,052,079 101,646,572 64,177,942
8,960,014 52,254,889 120,958,967 419,842 22,464 (328,028) (229,794) 3,876,057 89.0%
MBO focused portfolio
8
8,658,228 10,401,506 4,063,727 4,592,248 12,721,955 8,544,443
- 4,179,056 14,993,754 212,882 25,001 2,270,255 - - 11.0%
Total
88,048,852 110,308,394 26,319,675 25,644,327 114,368,527 72,722,385
8,960,014 56,433,945 135,952,721 632,724 47,465 1,942,227 (229,794) 3,876,057 100.0%
Strategic Report
28
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Investment Policy
The Company’s policy is to invest
primarily in a diverse portfolio of UK
unquoted companies.
Asset Mix and Diversification
The Company will seek to make
investments in UK unquoted companies
in accordance with the requirements of
prevailing VCT legislation.
Investments are made selectively across
a wide variety of sectors, principally in
established companies.
Investments are generally structured as
part loan and part equity in order to
receive regular income and to generate
capital gain from realisations.
There are a number of conditions within
the VCT legislation which need to be
met by the Company and which may
change from time to time.
No single investment may represent
more than 15% (by VCT tax value) of the
Company’s total investments at the date
of investment.
Save as set out [overleaf], the
Company’s other investments are held
in cash and liquid funds.
Liquidity
The Company’s cash and liquid funds
are held in a portfolio of readily
realisable interest bearing investments,
deposit and current accounts, of varying
maturities, subject to the overriding
criterion that the risk of loss of capital be
minimised.
Borrowing
The Company’s Articles of Association
permit borrowing of up to 10% of the
adjusted capital and reserves (as
defined therein).
However, the Company has never
borrowed and the Board would only
consider doing so in exceptional
circumstances.
Other Key Policies
The Board has put in place the following
policies to be applied to meet the
Company’s overall Objective and to
cover specific areas of the Company’s
business.
Cash available for investment and
liquidity
The Company’s cash and liquid
resources are held in a range of
instruments of varying maturities
including liquid, low risk Money Market
Funds and bank deposits, subject to the
overriding criterion that the risk of loss of
capital be minimised. The Company has
participated in the Mobeus VCTs’
fundraisings, when launched, to maintain
sufficient funds to meet the day-to-day
expenses of the Company, dividend
distributions and purchases of the
Company’s own shares whilst
maintaining the ability to invest in
attractive opportunities.
Further policies
In addition to the Investment and
Diversity policies above and the policies
on payment of dividends and share
buybacks, which are discussed earlier in
this Strategic Report, the Company has
adopted a number of additional policies
relating to:
● Environmental and social
responsibility
● Global greenhouse gas emissions
● Human rights
● Anti-bribery
● Anti-tax evasion
● Whistleblowing
● Financial risk management
Further details of these policies are set
out in the Directors’ Report on pages
36 to 39.
Diversity Policy
The Directors have considered diversity
in relation to the composition of the
Board and its Committees and have
concluded that its membership is
diverse in relation to gender and its
breadth of experience. The Board and
its Committees comprise of three male
and one female directors. The Company
does not have any senior managers or
employees. The Board has made a
commitment to always consider diversity
in making future appointments. The
Board took diversity into consideration
as part of the merger discussions and
appointment of a new director from MIG
4 VCT and took this opportunity to
re-emphasise the commitment it made
to continue to consider diversity when
making all future appointments.
Strategic Report
29
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Stakeholder Engagement and Directors’ Duties
The Board has discussed the discharge of their Director’s duties under Section 172 of the Companies Act 2006 having regard to
the factors set out under Provision 5 of the Association of Investment Companies (AIC) Code and in line with the UK Corporate
Governance Code. The views of and the impact of the Company’s activities on the key stakeholders are an important
consideration for the Board when making relevant decisions. The Board, in normal circumstances, engages directly with
stakeholder groups through either regular or annual meetings and investor presentations to assist the directors in understanding
the issues to which they must have regard.
The table below sets out the interests of key stakeholders that have been considered throughout the year during the Board’s
discussions and in decision making.
Stakeholders Engagement Type Outcome
Shareholders
The key mechanisms of Shareholder engagement is:
● Annual General Meeting
● General Meetings
● Annual, Interim Reports and Interim Management
Statements
● Annual Investor Event
● RNS Announcements
● Website
● Offer for subscription
During the early part of the year, the Board entered into
discussions with the other three Mobeus advised VCTs
in respect of merging the four VCTs into two enlarged
VCTs to achieve, amongst other things, cost savings,
administration efficiency and simplicity for the benefit
of all Shareholders (“Merger”). Once agreement in
principle to implement the Merger was reached,
proposals were put to the respective VCTs’
Shareholders so as to be able to implement the
Merger. A prospectus was issued on 18 June 2024 and
all Shareholders written to individually explaining the
Merger proposals and the proxy voting methods for the
General Meeting for Shareholders which took place on
18 July 2024. The Board was very pleased with the
increased shareholder engagement and the Merger
was over overwhelmingly approved. The effective date
of the Merger was 26 July 2024.
In conjunction with the Merger, the Board also
considered a joint Offer for Subscription with Mobeus
Income & Growth VCT plc for the 2024/2025 tax year
which was conditional on the Merger being approved.
As part of the discussions, the Board reviewed and
considered: the current liquidity of the Company; the
impact of dilution of Shareholder’s holdings; the ability
to adhere to the dividend policy of the Company; the
effect on the Net Asset Value and the ability of the
Company and its liquidity levels to be able to meet
HMRC’s VCT investment rules and timeline; the costs
involved in issuing a prospectus and charges to
Shareholders; the risk to performance and the equal
treatment of investors across the two enlarged Mobeus
VCTs and those investors that the Company co-invests
with. A fundraise of £35 million with an over-allotment
facility of £10 million was approved by the Board.
The fundraise opened on 2 September 2024 and was
announced to the London Stock Exchange as fully
subscribed on 17 October 2024. The fundraise closed
on 28 October 2024 following the final allotment of
shares to applicants. The Board welcomes further
investment from existing Shareholders as well as new
Shareholders.
The Company’s AGM will be held on Wednesday,
5March 2025. There will also be a live stream
providing access to view the meeting remotely,
although only Shareholders physically attending will be
able to formally take part in the meeting and vote on
resolutions by a show of hands. Shareholders unable
to attend are therefore encouraged to submit their
votes on the resolutions via proxy forms ahead of the
meeting. A recording of the AGM webcast will be
available on the Company’s website under Key
Shareholder Information. See the Notice of Meeting on
page 87.
30
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
Stakeholders Engagement Type Outcome
Shareholders The Board will hold the Company’s AGM on the same
day as the Mobeus Income & Growth VCT plc AGM so
that Shareholders in both companies can attend on
one day with a joint presentation by the Investment
Adviser thereby reducing the amount of travel required
by the Directors, Investment Adviser and Shareholders.
It also saves time for Shareholders by allowing them to
attend one rather than two meetings on different dates
in the same month if invested in both VCTs.
Shareholders are provided with Annual and Half-Yearly
Reports in hard or soft copy according to their choice,
which are also available on the Company’s website.
Voluntary Interim Management Statements are
released in the quarters between reports to ensure
that Shareholders are kept up to date with events. The
website is an important source of information for
Shareholders and announcements are also regularly
made through the London Stock Exchange.
The Share buyback programme has continued to be
offered throughout the year. This provides
Shareholders with liquidity if they wish to sell their
shares, at a price close to the latest announced NAV
per share, the Board having considered the interests of
remaining Shareholders. Further details are contained
in the Chairman’s Statement on page 4 and in the
Director’s Report on page 36.
Shareholders are welcome to contact the Chairman or
the Investment Adviser by email as advised on page 81
of this Report.
The Annual Shareholder Event was successfully held
on 1 March 2024 as a virtual event with a live Q&A
session to encourage interaction between the
Shareholders and the Board. A similar event is planned
for September 2025.
The Company seeks to create value for Shareholders by
generating good returns which are eventually distributed
to Shareholders as dividends. The importance of tax-free
dividends to Shareholders is recognised by the Board
and considered at each Board meeting.
The Board declared two interim dividends totalling
6.00 pence per share for payment in respect of the
year. Following the merger, the Board determined that
it would be more appropriate for its dividend target to
be based on a percentage rather than a fixed pence
per share figure. The revised dividend target is 7% of
the opening NAV per share.
Following a realisation and a successful fundraising,
the liquidity level of the Company has remained strong
and is managed with the primary aim of preserving
capital, as discussed at each Board meeting. Liquidity
levels are managed after considering, inter alia,
applicable annual dividend commitments as well as the
provision of the buyback facility.
In maintaining the dividend policy, the Board
considered the payment of dividends and the liquidity
of the Company at each quarterly meeting and between
meetings when necessary. During the year the Board
agreed to achieve the dividend policy by the payment
of two interim dividends totalling 6.00 pence per share.
The Company’s Dividend Investment Scheme offers
Shareholders the ability to continue to invest to receive
income tax relief and tax free dividends on the new
shares issued.
31
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Stakeholders Engagement Type Outcome
Suppliers Including: Registrar, Broker, Auditor, Lawyer, Sponsor,
Banker and the VCT Status Adviser.
The Investment Adviser regularly communicates with
each of the professional advisers and secures an
annual confirmation of the policies they have in place.
The Board reviews the performance of each provider
on an annual basis.
Government &
Regulators
The Board is committed to conducting business in
line with the appropriate laws and regulation. The
Income & Growth VCT plc does not provide financial
contributions to political parties or lobby groups.
The Adviser complies with the Companies Act, the
UKLA, HMRC, UK Accounting Standards and FCA
regulatory requirements in addition to the Alternative
Investment Fund Managers Directive, in order to
ensure the Company can continue to trade. Non-
compliance with the VCT regulations in particular is
viewed as a principal risk for the Company. The
Company continued to comply with these regulations
throughout the year and to the date of this Report.
Investee
Companies
The Investment Adviser, on behalf of the Company,
provides support to the portfolio companies through
continued communications, providing assistance
such as the Gresham House Talent Team.
The Board has delegated authority for the day-to-day
management of the Company to the Investment
Adviser and engages with the Investment Adviser in
setting, approving and overseeing the execution of the
business strategy and related policies.
The Board aims to have a diverse mix of companies
across a range of different sectors and regularly
reviews the composition of the portfolio.
The Investment Adviser reports at the Company’s
quarterly Board meetings on each of the portfolio
companies. Members of the Investment Adviser also sit
on the majority of the portfolio companies’ boards. This
is to provide input on key matters such as advancing
the shareholder value agenda, ensuring class leading
corporate governance and encouraging best practice
in areas such as ESG.
Gresham House organises seminars and events that
involve portfolio companies to benefit from the
Gresham House network.
Investment
Adviser
The Investment Adviser’s performance is vital for the
Company to deliver its and generate investment
returns for Shareholders, and is a crucial relationship
for the Board.
The Investment Adviser meets with the Board at each
quarterly meeting and is in regular contact throughout
the periods in between meetings .e.g. to consider and
approve or reject investment proposals. All key
strategic and operational topics are discussed in detail
and a close dialogue is maintained with the Board. The
Board takes an active interest in the challenges faced
by the portfolio companies and considers each
potential disposal based on the company’s
performance, market conditions and the offer(s) in its
decision to sell the Company’s holding. The Investment
Adviser’s performance is evaluated annually.
The Company is not itself directly in-scope of the FCA’s
Consumer Duty regulations as it is not authorised and
regulated by the FCA. The Company is however
indirectly impacted as a result of the regulated
activities conducted through other regulated
businesses on behalf of retail customers, the
Shareholders of the Company, including through the
Investment Adviser, IFAs and financial platforms, which
do themselves have an obligation. Fair value
assessments were carried out for the shares in the
Company and the Board has worked closely with the
Investment Adviser to understand and get comfortable
that the Consumer Duty obligations had been met and
complied with.
32
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
Principal and emerging risks
The Directors acknowledge the Board’s responsibilities for the Company’s internal control systems and have instigated systems
and procedures for identifying, evaluating and managing the significant risks faced by the Company. The principal and emerging
risks identified by the Board, a description of the possible consequences of each risk and how the Board manages the risk are
set out below.
The risk profile of the Company changed as a consequence of the VCT regulations introduced in 2015. As the Company is
required to focus its investment on growth capital investments in younger companies it is anticipated that investment returns will
may be more volatile and will have a higher risk profile. The Board remains confident that the Company and the Investment
Adviser will continue to adapt to changes in investment requirements and put in place appropriate resource to identify and make
suitable investments as has been experienced in the year under review.
The Board regularly sets and reviews policies for financial risk management and full details of these can be found in Note 16 to
the Financial Statements on pages 71 to 79. There have been no changes to the principal or emerging risks of the Company
during the year as listed below:
Risk Possible consequence How the Board manages risk
Macroeconomic risk
The potential for losses in the
value of financial instruments
or portfolios resulting from
fluctuations in market prices.
It encompasses several types
of risks, including:
● Equity Risk
● Interest Rate Risk
● Foreign Exchange Risk
● Commodity Risk
● Derivative Risk
Macroeconomic factors
significantly influence market
risk.
Events such as the wars in the Middle East and
Ukraine, pandemics, an economic recession,
elections, supply shortages or a movement in
sterling and increasing inflation and interest
rates could affect trading conditions for smaller
companies and consequently the value of the
Company’s qualifying investments. A downturn
in the UK economy may impact the ability for
the Company to exit portfolio companies.
There may also be less opportunity to invest in
qualifying companies which could make it more
difficult to meet the VCT 30% investment test.
Movements in UK Stock Market indices may
affect the valuation of the Company’s
investments, as well as affecting the
Company’s own share price and its discount to
net asset value.
A failure to respond to latest industry practices,
e.g. in respect of Consumer Duty, may lead to a
decline in demand for the Company’s shares.
● The Board monitors:
● the portfolio as a whole to ensure that the
Company invests in a diversified portfolio
of companies as protection from large
impacts;
● developments in the macro-economic
environment such as movements in
interest rates or general fluctuations in
stock markets; and
● the Investment Adviser continues to hold
ongoing discussions with all the portfolio
companies to ascertain where support is
required as well as monitoring which
investee companies are able to receive
further VCT funding within the guidelines
set out by HMRC. The interpretation of
such guidelines by HMRC can change
over time, which the Company’s VCT
status adviser monitors as well as making
representations, as needed, to policy
makers on behalf of the Company and the
VCT Industry as a whole. Cash comprises
a significant proportion of net assets of
the Company, further to the successful
exits and the fund raise in the year giving
the Company a strong liquidity position.
The portfolio has assets across a range of
sectors limiting the exposure to any area
of the economy.
Portfolio risk
Refers to the unique and
individualised risks
associated with the particular
investments / assets within a
portfolio and is not related to
broader market movements.
Specific risks can include
company-specific events,
portfolio management
decisions, competitive
pressures, supply chain
disruptions, regulatory
changes, or other factors that
impact the performance of a
specific investment.
Investment in VCT qualifying earlier stage
unquoted small companies involves a higher
degree of risk than investment in fully listed
companies. Smaller companies often have
limited product lines, markets or financial
resources and may be dependent for their
management on a smaller number of key
Individuals. External events or factors may
have more impact as are outside of their
control. As the securities of such smaller
companies held by the Company are
unquoted, they are less liquid, which may
cause difficulties in valuing and realising these
securities. HMRC’s stricter interpretation of
VCT rules, such as the Financial Health Test,
may lead to the inability of the Company to
further invest in a portfolio company which may
result in company failure or dilution if other
non-VCT shareholders invest.
● The Board regularly reviews the Company’s
Strategy including its Investment Policy.
● Careful selection, appropriate due diligence
and review of the diverse portfolio takes
place on a regular basis.
● The Board seeks to ensure the Company has
an adequate level of liquidity at all times
through review at each board meeting.
● A member of the Investment Adviser is
usually appointed to the board of an investee
company and regular monitoring reports are
assessed by the Investment Adviser.
● Support provided to the portfolio companies
is ongoing.
33
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Risk Possible consequence How the Board manages risk
Strategic & Business risk
Refers to potential financial
loss or reputational damage
as a result of internal strategic
decisions made by the
management and leadership
team. This may include risks
associated with business
model changes, market
positioning, or competitive
strategy.
A breach of the VCT Tax Rules may lead to the
Company losing its approval as a VCT, which
would result in qualifying Shareholders who
have not held their shares for the designated
period having to repay the income tax relief
they obtained plus future dividends paid by the
Company would be subject to taxation. The
Company would also lose its exemption from
corporation tax on capital gains.
Poor portfolio performance may result in low
returns delivered to shareholders and a large
share price discount to NAV.
● The Company’s VCT qualifying status is
continually reviewed by the Board and the
Investment Adviser and is reported to each
Board meeting.
● The Board receives regular reports from its
VCT Status Adviser, Philip Hare & Associates
LLP who have been retained by the Board to
monitor the Company’s compliance with the
VCT Rules.
● The Board receives regular updates on
portfolio performance and investee company
developments.
Financial controls & liquidity
risk
Involves ensuring effective
management of funds, assets,
and liabilities.
Financial control focuses on
accurate financial reporting
and compliance with
prudential regulatory
requirements.
Liquidity risk pertains to the
ability to meet financial
obligations promptly without
incurring excessive costs.
Counterparty credit risk
specifically pertains to the
risk of financial loss resulting
from the failure of a
counterparty to meet its
contractual obligations.
The potential inadequacy of cash reserves or
excessive accumulation of uninvested funds
within the VCT, which may impede may hinder
the fund’s ability to seize investment
opportunities and meet operational needs.
Insufficient cash reserves limit investment
flexibility, while excessive uninvested funds lead
to pronounced cash drag, significantly impacting
portfolio performance and investor value.
Banking concentration risk may result in a threat
to the VCT resulting from a significant portion of
its deposits being held with a limited number of
financial institutions. This concentration
increases the vulnerability of the fund to
adverse events such as bank failures, financial
instability, or disruptions in banking services.
Inadequate development, implementation, and
maintenance of models used in various
processes such as risk assessment, valuation,
forecasting, etc. could result in substantial
financial loses, regulatory fines, or reputational
damage.
● The Board monitors cash levels and
expected deployment. The VCT undertakes
regular fundraisings to ensure adequate
liquidity is held. The Board has a share
buyback policy which is monitored regularly
with the Company’s broker.
● The Board reviews its liquidity holdings at
each board meeting. The majority of cash
and liquid assets are held within OEICs which
are spread across a number of underlying
credit-worthy instruments.
● The Investment Adviser has robust processes
in respect of its portfolio monitoring and
valuation methodology which is reviewed by
the Board. Quarterly updates are provided by
Gresham House at each Board meeting and
ad hoc as necessary.
Operational risk
Refers to the potential loss
arising from inadequate or
failed internal processes,
systems, people, or external
events. It includes risks
related to fraud, errors,
disruptions.
Failure of the systems (including breaches of
cyber security) at any of the third-party service
providers that the Company has contracted
with could lead to inaccurate reporting or
monitoring. Inadequate controls could lead to
the misappropriation or insecurity of assets.
Outsourcing and the increase in remote
working could give rise to cyber and data
security risk and internal control risk.
● The Board carries out a bi-annual review of
the financial and non-financial internal
controls in place, reviews the risks facing the
Company at Board meetings and receives
reports by exception.
● The performance of the service providers is
reviewed annually and assurances that each
provider has controls in place to reduce the
risk of breaches of their cyber security are
obtained.
Legal & Regulatory risk
The risk of financial loss,
reputational damage, or
regulatory intervention arising
from inappropriate or
unethical behaviour by
employees, management, or
the organisation as a whole.
It includes risks that arise from
violations of laws, regulations,
contracts, or legal
agreements. It encompasses
the risk of legal actions,
lawsuits, or regulatory
sanctions due to non-
compliance with applicable
laws and regulations
VCT’s business is not responsive to changes in
law or regulation. Existing portfolio may not
comply with new regulations. The government
might also enact changes that make VCTs less
attractive to investors. The Government may
not sufficiently adapt regulation restricting the
VCT’s ability to support portfolio companies.
The VCT may face fines from regulatory
authorities and subsequent impact on
reputational damage which may affect
shareholder returns.
● The Board ensures that Gresham House
maintains a robust and comprehensive
compliance monitoring plan designed to
ensure adherence to regulatory obligations,
including but not limited to Market Abuse,
Financial Crime, Financial Promotions, and
Conflicts of Interest. The results of the
monitoring program are regularly reported to
Gresham House Asset Management Limited’s
Board and directly to the Board of the
Company, promoting transparency,
accountability, and regulatory compliance
across the organisation.
Strategic Report
34
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Strategic Report
Risk Possible consequence How the Board manages risk
Emerging Risk
ESG & Climate change risk
ESG risk considers
environmental, social, and
governance factors that could
cause an actual or potential
material negative impact on
the value of an investment.
Climate-related risk
specifically refers to risks
related to the transition to a
lower-carbon economy and
risks related to the physical
impacts of climate that could
cause an actual or potential
material negative impact on
the value of an investment.
Increasing focus on the impact of global
warming on climate change may lead to
increased obligations on businesses within the
portfolio as well as shifting demands on the
Company from Shareholders and/or regulators.
At present, it is pertinent to note that our
company is not subject to ESG (Environmental,
Social, and Governance) commitments or
particularly onerous regulatory requirements in
this regard.
● Gresham House continually monitors the
potential impact on investee companies of any
proposed new legislation regarding
environmental matters, reporting on these as
necessary.
● The Company Secretary monitors any
proposed changes in legislation affecting the
Company’s disclosure requirements and
reports on these as necessary.
● Gresham House uses Gresham House ESG
Decision Tool, to analyse how a broad range
of ESG and Climate-related risks may impact
upon a proposed investment.
Going concern and Viability of the Company
The Board has assessed the Company’s
operation as a going concern. The
Company’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out earlier in this Strategic Report.
The Directors have satisfied themselves
that the Company continues to maintain a
sufficient cash position to meet its liabilities
as they fall due. The majority of companies
in the portfolio are well funded and the
portfolio taken as a whole remains resilient
and well diversified, although the
challenging economic environment may
impose further demands upon the liquidity
and trading prospects of some of these
companies in the near-term. The recent
Budget may also have a detrimental impact
on the portfolio companies.
In light of this, and in keeping with the
ongoing need to take advantage of
opportunities for further investment within
the portfolio, the Company announced its
intention to raise further funds in the
2024/25 tax year launching in September
and reaching full subscription in October
2024 following the Merger of the Company
with Mobeus Income & Growth 4 VCT plc.
The major cash outflows of the Company
(namely investments, share buybacks and
dividends) are within the Company’s
control. The Board’s assessment of liquidity
risk and details of the Company’s policies
for managing its capital and financial risks
are shown the in Notes to the Financial
Statements. Furthermore, the Directors
have considered whether there are any
material uncertainties that the Company
may face during the twelve months from
the date of approval of the financial
statements that may impact on its ability to
operate as a going concern. No further
material uncertainties have been identified
by the Board.
Viability Statement
The UK Corporate Governance Code
includes a requirement for companies to
include a “Viability Statement” in the Annual
Report addressed to Shareholders with the
intention of providing an improved and
broader assessment of long-term solvency
and liquidity. The Code does not define
“long term” but expects the period to be
longer than twelve months with individual
companies choosing a period appropriate
to the nature of their own businesses. The
Directors have chosen a period of three
years, as explained further below.
The Directors have carried out a robust
assessment of the Company’s emerging
and principal risks and the disclosures in
the annual report that describe the principal
risks and the procedures in place to identify
emerging risks and explain how they are
being managed or mitigated. Subsequent
to this review, they have a reasonable
expectation that the Company will continue
to operate and meet its liabilities as they fall
due, for the next three years. The Directors
believe a three-year period is appropriate
given the frequency with which it is
necessary to review and assess the impact
of past, current and proposed regulatory
changes. The Directors’ assessment has
been made with reference to the
Company’s current position and prospects,
the Company’s present strategy, the
Board’s risk appetite and the Company’s
principal risks and how these are managed,
as described on pages 32 to 33. The Board
is mindful of the risks contained therein but
considers that its actions to manage those
risks provide reasonable assurance that the
Company’s affairs are safeguarded for the
stated period.
The Directors have reached this conclusion
after giving careful consideration to the
Company’s strategy. They believe the
Company’s current strategy of “maximising
the stream of tax-free dividend distributions
from the income and capital gains from a
diverse and carefully selected portfolio of
investments” remains valid. The Board has
focused upon the range of future
investments that the Company will be
permitted to fund under current VCT
legislation.
The Board expects that positive returns
should continue to be achievable from
future investments and from the existing
portfolio. The Company has made five new
investments in compliance with the VCT
rules introduced in 2015 and its revised
Investment Policy, and the Investment
Adviser continues to build a healthy
pipeline of such investment opportunities.
The Board will continue to monitor this
assumption on a regular basis and is
encouraged, in the current circumstances,
by the returns generated from some of
these investments to date.
Shareholders should be aware that, under
the Company’s Articles of Association, it is
required to hold a continuation vote at the
next AGM falling after the fifth anniversary
of last allotting shares. As shares were last
allotted in October 2024, this factor has not
affected the Board’s assumptions for the
next three years.
Future Prospects
For a discussion of the Company’s future
prospects, please see the Chairman’s
Statement on pages 2 to 6.
By Order of the Board
Maurice Helfgott
Chairman
13 January 2025
35
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Board of Directors
Maurice Helfgott
Chairman and independent, Non-
Executive Chairman
Date of appointment: 12 February 2020.
Qualifications: BA Econ (Hons) MBA
Harvard
Experience: Maurice has extensive
experience as a Chairman and
Independent Non-Executive Director
with a proven track record in
entrepreneurial, growth and established
businesses across a wide range of
companies. After a successful 16-year
corporate career at Marks and Spencer
plc, he left his role as Executive Director
on the Main Board to found Amery
Capital with a principal focus on
investment and advisory work in digital,
retail and consumer businesses. He has
an MBA from Harvard Business School
with High Distinction. His current
appointments include Chairman of
ME+EM and Oliver Sweeney,
Independent Director at Hakim Group
and Executive Chairman at Amery
Capital Limited.
Nemone Wynn-Evans
Independent, Non-Executive Director
Date of appointment: 7 November 2022.
Qualifications: MA, MBA, Fellow of the
Chartered Institute for Securities and
Investment
Experience: Nemone’s background is in
the equity capital markets sector of the
City of London, including as Finance
Director on the main board of a stock
exchange. She has an MA from the
University of Oxford and an MBA from
Cranfield School of Management.
Having begun her career in corporate
finance at KPMG and HSBC, Nemone is
currently Chair of Shepherds Friendly
Society, Chair of Hinckley & Rugby
Building Society, Chair of Audit and Risk
at Good Energy Group plc, and a
Non-Executive Director at Redmayne
Bentley LLP. Nemone is also the Chair of
the Audit Committee of the Company.
Graham Paterson
Independent, Non-Executive Director
Date of appointment: 26 July 2024
Qualifications: MA (hons), CA
Experience: Graham was appointed to
the Board in July 2024 on completion of
the Merger. He is the Senior
Independent Director and Chair of the
Nomination and Remuneration
Committee and Management
Engagement Committee. He served as a
director of Mobeus Income and Growth
4 VCT plc from 10 May 2019. Graham is
an investment and financial services
professional with over 25 years’
experience in the private equity industry.
A chartered accountant, Graham was
one of the founding partners of SL
Capital Partners LLP. In 2013, Graham
co- founded TopQ Software Ltd, a
technology company which develops
software for the private equity industry.
TopQ Software was acquired by
eVestment Inc (now part of NASDAQ Inc)
in 2015, where until early 2018, Graham
was a Director of their private markets
data and analytics business. Graham
was Chair of Octopus VCT 4 plc until
2018 and is currently a Non -Executive
Director of Diaceutics plc; Baillie Gifford
US Growth Trust plc; Invesco Perpetual
UK Smaller Companies Investment Trust
plc and Chair of Datactics Ltd.
Justin Ward
Independent, Non-Executive Director
Date of appointment: 12 November 2019.
Qualifications: BSc, ACA
Experience: Justin is a qualified
Chartered Accountant with extensive
financial, investing and private equity
experience across a number of sectors.
Between 1995 and 2010 he worked for
CVC Capital Partners, Hermes Private
Equity and Bridgepoint Development
Capital leading growth equity and
private equity buyout transactions and
has subsequently made a number of
angel investments in technology
businesses. Justin has served on the
board of a number of private companies
as Non-Executive director and is
currently Non-Executive Director at
School Explained Limited. He is also
Chair of Schroder British Opportunities
Trust PLC and a Non-Executive Director
at Hargreave Hale AIM VCT plc and
Chairman of that Audit Committee. Justin
is the Chairman of the Investment
Committee of the Company.
Reports of the Directors
The Directors present the
Annual Report and Financial
Statements of the Company
for the year ended
30 September 2024.
The Corporate Governance Statement
on pages 40 to 42, including the Report
of the Audit Committee on pages 43 and
44, form part of this Directors’ Report.
The Board believes that the Annual
Report and Financial Statements taken
as a whole is fair, balanced and
understandable and provides the
information necessary for Shareholders
to assess the Company’s position,
performance, business model and
strategy.
The principal activity of the Company is
to operate as a Venture Capital Trust,
making investments in the equity and
loan stock of primarily unquoted
companies, in compliance with VCT
legislation.
The Company is registered in England
and Wales as a Public Limited Company
(registration number 4069483).
The Company has satisfied the
requirements for full approval as a
Venture Capital Trust under section 274
of the Income Tax Act 2007 (“the ITA”). It
is the Directors’ intention to continue to
manage the Company’s affairs in such a
manner as to comply with section 274 of
the ITA.
To enable capital profits to be
distributed by way of dividends, the
Company revoked its status as an
investment company as defined in
section 833 of the Companies Act 2006
(“the Companies Act”) on 30 November
2005. The Company does not intend to
re-apply for such status.
Share capital
The Company’s ordinary shares of 1.00
penny each, formerly ‘S’ Shares, are
listed on the London Stock Exchange
(“LSE”). The shares were first admitted to
the Official List of the UK Listing
Authority (“UKLA”) and to trading on the
LSE on 8 February 2008. Following the
merger of the former classes of ‘O’
Shares (first admitted to the Official List
of the UKLA and to trading on
15 November 2000) and ‘S’ Shares on
29 March 2010 (“the Merger”), the listing
of the ‘S’ Shares was amended to
ordinary shares of 1p in the capital of the
Company on 30 March 2010 and the ‘O’
Share listing was cancelled.
The issued share capital of the Company
as at 30 September 2024 was
£2,661,367 (2023: £1,547,669) and the
number of shares in issue at this date
was 266,136,776 (2023: 154,766,933).
Buyback of shares
The following disclosure is made in
accordance with Part 6 of Schedule 7 of
The Large and Medium- sized
Companies and Groups (Accounts and
Reports) Regulations 2008 (as amended
in 2013).
The reason the Company makes market
purchases of its own shares is to
enhance the liquidity of the Company’s
shares and to seek to manage the level
and volatility of the discount of Net
Asset Value at which the Company’s
shares may trade.
At the Annual General meeting of the
Company held on 29 February 2024,
Shareholders granted the Company
authority, pursuant to section 701 of the
Companies Act 2006, to make market
purchases of up to 23,613,983 of its own
shares, representing 14.99% of the
issued share capital of the Company at
the date of the publication of the notice
of the Company’s 2024 Annual General
Meeting. Such authority has been in
place throughout the year under review
and a resolution to renew this authority
will be proposed to Shareholders at the
forthcoming Annual General Meeting to
be held on 5 March 2025.
During the year under review, the
Company bought back 4,163,732 (2023:
3,975,746) of its own shares at an
average price of 68.96 pence (2023:
75.02 pence) per share and a total cost
of £2,871,223 including expenses (2023:
£2,982,413). All shares bought back by
the Company were subsequently
cancelled.
Substantial interests
As at the date of this Report, the
Company had not been notified of any
beneficial interest exceeding 3% of the
issued share capital.
Dividend
On 7 June 2024, the Company paid an
interim dividend in respect of the year
under review of 3.00 pence per share to
Shareholders. The Company declared a
second interim dividend of 3.00 pence
per share which was paid on 18 October
2024.
Shareholders received two interim
dividends in respect of the year ended
30 September 2024 totalling 6.00 pence
per share. The Company has met its
annual divided target of paying not less
than 6.00 pence per share. The
Directors are not proposing to pay a final
dividend in respect of the year ended
30 September 2024. Following the
Merger, the Board’s dividend target is
now 7% of opening NAV per share.
Directors
From the start of the year to 26 July
2024, the Board consisted of three
Non-Executive Directors. As of 26 July
2024, and following the Merger being
effective and Mobeus Income & Growth
4 VCT plc going into liquidation, Graham
Paterson joined the Board. For the
remainer of the year, the Board
consisted of four Non-Executive
Directors. Maurice Helfgott remains the
Chairman of the Board, Nemone is the
Chair of the Audit Committee, Justin is
the Chair of the Investment Committee
As of 26 July 2024, Graham assumed
the Chair of the Nomination &
Remuneration Committee from Justin
and was appointed the Senior
Independent Director of the Company.
He also became the Chair of the newly
formed Management Engagement
Committee in September 2024.
The names of and brief biographical
details on each of the Directors as at the
date of this Report are given on page
35.
Disclosure of information to the
Auditor
So far as the Directors in office at the
date of publication of this Report are
aware, there is no relevant audit
information of which the Auditor is
unaware. They have individually 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 the
Company’s Auditor is aware of that
information.
Directors’ indemnity
The Directors have individually entered
into Deeds of Indemnity with the
Company which indemnifies each
Director, subject to the provisions of the
Companies Act 2006 and the limitations
set out in each deed, against any liability
arising out of any claim made against
him or her in relation to the performance
of their duties as Directors of the
Company. Copies of each Deed of
Indemnity entered into by the Company
for the Directors are available from the
Company Secretary at 5th Floor,
80Cheapside, London, EC2V 6EE.
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Reports of
the Directors
Directors’ Report
Directors’ and Officers’ Liability
Insurance
The Company maintains a Directors’ and
Officers’ liability insurance policy. The
policy does not provide cover for
fraudulent or dishonest actions by the
Directors.
Articles of Association (“Articles”)
The Company may amend its Articles by
special resolution in accordance with
section 21 of the Companies Act 2006.
The Articles were last amended at the
February 2021 AGM.
Post balance sheet events
For a full list of post balance sheet
events that have occurred since
30September 2024, please see Note 21
to the Financial Statements on page 80.
Social and environmental policies
The Board recognises its obligations
under Section 414c of the Companies
Act to provide information in this respect
about environmental matters (including
the impact of the Company’s business
on the environment), human rights and
social and community issues, including
information about any policies the
Company has in relation to these
matters and the effectiveness of these
policies.
Environmental, social and
governance
When seeking new investment
opportunities, the Investment Adviser
operates with a list of exclusions which
preclude it from investing in any
businesses operating in areas perceived
to be unsustainable or detrimental to
wider society, or any businesses that
have committed purposeful breaches of
regulation or have engaged in unlawful
activity. Each potential new investment
was subject to a comprehensive due
diligence process encompassing
commercial, financial and ESG principles.
This process helped in the formulation
and agreement of strategic objectives at
the stage of business planning and
investment.
The Investment Adviser has continued
to work closely with each portfolio
company board to support them in
addressing their particular ESG
challenges and opportunities, which are
diverse across the entire portfolio.
Gresham House is a market leader with
knowledge and expertise in
sustainability.
The Company does not have any
employees or offices and the Board
therefore believes that there is limited
scope for developing environmental,
social or community policies. The
Company has however, adopted
electronic communications for
Shareholders as a means of reducing
the volume of paper that the Company
uses to produce its reports and in its
interactions with Shareholders.
Shareholders are encouraged to register
their email address with the Registrar,
details on page 90, to receive electronic
communications. The Company uses
mixed sources paper from well-managed
forests as endorsed by the Forest
Stewardship Council for the printing of
its circulars, and Annual and Half -Year
reports. The Investment Adviser is
conscious of the need to reduce its
impact on the environment and has
taken a number of initiatives in its offices
including recycling, removing paper
towels which contribute to hundreds of
kilos of waste per annum and the
reduction of its energy consumption.
Global greenhouse gas emissions
The Company has no greenhouse gas
emissions to report from its operations,
nor does it have responsibility for any
other emissions producing sources
under the Companies Act 2006
(Strategic Report and Directors’ Reports)
Regulations 2013, (including those within
the Company’s underlying investment
portfolio).
Human rights
The Board seeks to conduct the
Company’s affairs responsibly and gives
full consideration to the human rights
implications of its decisions, particularly
with regard to investment decisions.
Anti-bribery
The Company has adopted a zero
tolerance approach to bribery. The
following is a summary of the Company’s
policy:
● It is the Company’s policy to conduct
all of its business in an honest and
ethical manner. The Company is
committed to acting professionally,
fairly and with integrity in all its
business dealings and relationships
where it operates.
● Directors and service providers must
not promise, offer, give, request,
agree to receive or accept a financial
or other advantage in return for
favourable treatment, to influence a
business outcome or to gain any
other business advantage on behalf
of themselves or of the Company or
encourage others to do so.
● The Company has communicated its
Anti-Bribery Policy to each of its
service providers. It requires each of
its service providers to have policies
in place which reflect the key
principles of this policy and which
demonstrate that they have adopted
procedures of an equivalent
standard to those instituted by the
Company. This is checked annually.
Anti-tax evasion
The Company has adopted a zero
tolerance approach to tax evasion in
compliance with the Criminal Finance
Act 2017 and the corporate criminal
offence of failing to take reasonable
steps to prevent the facilitation of tax
evasion. The Company has applied due
diligence procedures, taking an
appropriate risk based approach, in
respect of persons who perform or will
perform services on behalf of the
Company, in order to mitigate identified
risks.
Whistleblowing
The Board has considered the
recommendation made in the UK
Corporate Governance Code with
regard to a policy on whistleblowing and
has reviewed the arrangements at the
Investment Adviser under which its staff
may, in confidence, raise concerns. It has
concluded that adequate arrangements
are in place at the Investment Adviser
for the proportionate and independent
investigation of such matters and, where
necessary, for appropriate follow-up
action to be taken by the Investment
Adviser. The Board has also asked each
of its service providers to confirm that
they have a suitable whistleblowing
policy in place.
Financial risk management
The main risks arising from the
Company’s financial instruments are due
to fluctuations in the market price,
investment risk, liquidity risk, interest
rates and credit risk. The Board regularly
reviews and agrees policies for
managing these risks and full details can
be found in Note 16 to the Financial
Statements on pages 71 to 79 of this
Annual Report.
Annual General Meeting
The Notice of the Annual General
Meeting of the Company, to be held at
1st Floor, 8 Fenchurch Place, London
EC3M 4PB at 2.30 pm on Wednesday,
5 March 2025, is set out on pages 87 to
89 of this Annual Report.
37
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
A webcast of the Annual General
Meeting will also be available and
details of how to join the webcast will be
shown on the Company’s website. If
possible, Shareholders intending to join
the Meeting by means of the webcast
(which would be as an attendee only)
are requested to join at least ten minutes
prior to the commencement of the
Annual General Meeting at 2.30 pm on
Wednesday, 5 March 2024. Where a
member intends to join the Annual
General Meeting by means of the
webcast, they shall be permitted to ask
questions at the Annual General
Meeting but shall not be entitled to vote
on resolutions at the Annual General
Meeting (and are, therefore, encouraged
to lodge their proxy vote and appoint
the Chairman of the Annual General
Meeting as their proxy).
A proxy form for the meeting is enclosed
separately with Shareholders’ copies of
this Annual Report. Proxy votes may be
submitted electronically via the “Vote
Here” button on the Company’s website:
www.incomeandgrowthvct.co.uk.
Shareholders may also request a hard
copy proxy form by contacting the
Company’s Registrar, City Partnership,
using their details as stated on page 90.
Resolutions 1 to 8 are being proposed as
ordinary resolutions requiring more than
50% of the votes cast at the meeting to
be in favour, whilst resolutions 9 and 10
will be proposed as special resolutions
requiring the approval of at least 75% of
the votes cast at the meeting.
The following is an explanation of the
main business to be proposed at the
meeting:
Resolution 1 - To receive the Annual
Report and Financial Statements
The Directors are required to present
the Financial Statements, Directors’
Report and Auditor’s Report for the
financial year ended 30 September
2024 to the meeting.
Resolution 2 – To approve the
Directors’ Remuneration Report
Under section 420 of the Companies Act
2006 (“the Act”), the Directors must
prepare an annual report detailing the
remuneration of the Directors and a
statement by the Chairman of the
Nomination & Remuneration Committee
(together the “Directors’ Remuneration
Report). The Act also requires that a
resolution be put to Shareholders each
year for their approval of that report. The
Directors’ Remuneration Report can be
found on pages 45 to 47 of this Annual
Report. Resolution 2 is an advisory vote
only.
Resolution 3 to 6 – To re-elect and
elect the Directors
The Company’s Articles of Association
require that each Director appointed to
the Board shall retire and seek election
at their first AGM following appointment
and every three years thereafter. In
terms of overall length of tenure, the AIC
Code does not explicitly make
recommendations on tenure for
directors. The Board does not believe
that a Director should be appointed for a
specified term.
The Board had previously agreed that
each Director would retire and offer
themselves for re-election annually after
serving on the Board for more than nine
years. However, following the
publication of the AIC Code in February
2019, the Board agreed to follow the
recommendation of Provision 23, namely
that all Directors be subject to annual
re-election.
Maurice Helfgott
Independent Non-Executive Chairman
Maurice was appointed to the Board in
February 2020, and under the Articles is
seeking re-election at this Annual
General Meeting. The remaining
Directors believe that Maurice is well
positioned to make a substantial
contribution to the Company’s long
-term sustainable success in his capacity
as Chairman of the Board during the
year under review and have no
hesitation in recommending his
re-election to Shareholders.
Justin Ward
Independent Non-Executive director
Justin was appointed to the Board in
November 2019 and under the Articles
is seeking re-election at this Annual
General Meeting. Following an
evaluation of Justin’s performance over
the year, the remaining Board Directors
agree that he has made a very positive
contribution to the Company and they
have no hesitation in recommending his
re-election to Shareholders.
Nemone Wynn-Evans
Independent Non-Executive director
Nemone was appointed to the Board in
November 2022 and under the Articles
is seeking re-election. Following an
evaluation of Nemone’s performance
over the year, the remaining Board
Directors agree that she has made a
very positive contribution to the
Company and they have no hesitation in
recommending her re-election to
Shareholders.
Graham Paterson
Graham was appointed to the Board in
July 2024, and under the Articles is
seeking election at this Annual General
Meeting. The other Directors believe
that Graham is well positioned to make a
substantial contribution to the
Company’s long-term sustainable
success in his capacity as Senior
Independent Director, Chair of the
Nomination and Remuneration
Committee and Chair of the
Management Engagement Committee.
They have no hesitation in
recommending his election to
Shareholders. His previous experience
as Chair of Mobeus Income & Growth 4
VCT plc will be invaluable to his fellow
directors.
Full biographies of the Directors seeking
re-election are set out on page 35 of this
Annual Report.
Resolution 7 – To appoint Johnston
Carmichael LLP as auditor of the
Company, to hold office until the
conclusion of the next annual
general meeting at which accounts
are laid before the Company and to
authorise the Directors to
determine the remuneration of the
auditor
At each meeting at which the Company’s
accounts are presented to its members,
the Company is required to appoint an
auditor to serve until the next such
meeting. The Board, on the
recommendation of the Audit
Committee, recommends the
appointment Johnston Carmichael LLP.
This resolution also gives authority to
the Directors to determine the
remuneration of the auditor. For further
information, please see the report of the
Audit Committee on pages 43 and 44 of
the Annual Report.
Resolution 8 – Authority for the
Directors to allot shares in the
Company; and
Resolution 9 – Authority for the
Directors to disapply the pre-
emption rights of members
These two resolutions grant the
Directors the authority to allot shares for
cash to a limited and defined extent
otherwise than pro rata to existing
Shareholders.
Resolution 8 will enable the Directors to
allot new shares up to an aggregate
nominal value of £1,102,281 representing
approximately one-third of the existing
issued share capital of the Company as
at the date of the notice convening the
Annual General Meeting.
38
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
Directors’ Report
Under section 561(1) of the Act, if the
Directors wish to allot new shares or sell
or transfer treasury shares for cash they
must first offer such shares to existing
Shareholders in proportion to their
current holdings (pre-emption rights).
It is proposed by Resolution 9 to
sanction the disapplication of such
pre-emption rights in respect of the
allotment of equity securities:
(i) with an aggregate nominal value of
up to £330,684 (representing
approximately 10% of the existing
issued share capital as at the date of
the notice convening the Annual
General Meeting) in connection with
offer(s) for subscription;
(ii) with an aggregate nominal value of
up to, but not exceeding, 10% of the
issued share capital from time to
time pursuant to any dividend
investment scheme operated by the
Company, at a subscription price per
Share which may be less than the
net asset value per Share, as may be
prescribed by the scheme terms;
and
(iii) otherwise than pursuant to (i) or (ii)
above, with an aggregate nominal
value of up to, but not exceeding,
10% of the issued share capital from
time to time,
in each case where the proceeds may
be used in whole or part to purchase the
Company’s shares in the market.
The Company normally allots shares at
prices based on prevailing net asset
value per share of the existing shares on
the date of allotment (plus costs, save in
relation to the dividend investment
scheme). The Directors thus seek to
manage any potential dilution of existing
Shareholders as a result of the
disapplication of Shareholders’ pre-
emption rights proposed in Resolution 9.
The Company does not currently hold
any shares as treasury shares.
Both of these authorities, unless
previously renewed, varied or revoked,
will expire on the date falling fifteen
months after the passing of the relevant
resolution or, if earlier, on the conclusion
of the Annual General Meeting of the
Company to be held in 2026. However,
the Directors may allot securities after
the expiry dates specified above in
pursuance of offers or agreements made
prior to the expiration of these
authorities. Both resolutions renew
previous general authorities approved at
the Annual General Meeting of the
Company held on 29 February 2024.
Resolution 10 – Authority to
purchase the Company’s own
shares
This resolution authorises the Company
to purchase its own shares pursuant to
section 701 of the Act. The authority is
limited to the purchase of an aggregate
of 49,569,590 shares representing
approximately 14.99% of the issued
share capital of the Company as at the
date of the notice convening the Annual
General Meeting or, if lower, such
number of shares (rounded down to the
nearest whole share) as shall equal
14.99% of the issued share capital at the
date the resolution is passed. The
maximum price that may be paid for a
share will be the higher of (i) an amount
that is not more than 5% above the
average of the middle market quotations
of the shares as derived from the Daily
Official List of the London Stock
Exchange for the five business days
preceding the date such shares are
contracted to be purchased and (ii) the
price stipulated by Article 5(6) of the
Market Abuse Regulation (EU) 596/2014
(as such Regulation forms part of UK law
and as amended). The minimum price
that may be paid for a share is 1 penny,
being the nominal value thereof.
Market liquidity in VCTs is normally very
restricted. The passing of this resolution
will enable the Company to purchase its
own shares thereby providing a
mechanism by which the Company may
enhance the liquidity of its shares for the
benefit of Shareholders and seek to
manage the level and volatility of the
discount to NAV at which its shares may
trade.
It is the Directors’ intention to cancel any
shares bought back under this authority.
Shareholders should note that the
Directors do not intend to exercise this
authority unless they believe to do so
would result in an increase in net assets
per share which would be in the
interests of Shareholders generally. This
resolution will expire on the date falling
fifteen months after the passing of this
resolution or, if earlier, on the conclusion
of the Company’s Annual General
Meeting of the Company to be held in
2025 except that the Company may
purchase its own shares after this date in
pursuance of a contract or contracts
made prior to the expiration of this
authority.
Recommendation
The Board recommends that
Shareholders vote in favour of the
resolutions being proposed at the
Annual General Meeting. The Directors
intend to do so in respect to their own
beneficial holdings of 280,191
representing 0.08% of the issued share
capital as at 10 January 2025.
Voting rights of Shareholders
At general meetings of the Company,
Shareholders have one vote on a show
of hands and one vote per share held on
a poll. No member shall be entitled to
vote or exercise any rights at a general
meeting unless all their shares have
been paid up in full. Any instrument of
proxy must be deposited at the place
specified by the Directors no later than
48 hours before the time for holding the
meeting.
There are no restrictions on voting rights
and no agreements between holders of
securities that may prevent or restrict
the transfer of securities or voting rights.
By order of the Board
Gresham House Asset Management
Limited
Company Secretary
13 January 2025
39
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
This Corporate Governance
Statement forms part of the
Directors’ Report.
The Directors adopted the Association
of Investment Companies (AIC) Code of
Corporate Governance (the “AIC Code”)
for the financial year ended
30September 2024.
During the year under review, the Board
considered the principles and
recommendations of the AIC Code by
reference to the AIC Corporate
Governance Guide for investment
companies (“AIC Guide”). As well as
setting out the principles of the AIC
Code, the AIC Guide provides an
overview of best practice with reference
to the UK Corporate Governance Code
(the “UK Code”) and considers how each
of the UK Code’s Principles applies to
Investment Companies. The AIC Code
also included additional Principles and
recommendations on issues that are of
specific relevance to the Company as an
investment company. The Board
therefore considers that reporting
against the AIC Code provides more
relevant information to Shareholders.
The FRC has confirmed that, in adopting
the AIC Code, the Company will meet its
obligations in relation to the reporting
requirements of the Financial Conduct
Authority’s Listing and Disclosure and
Transparency Rules on corporate
governance.
The AIC Code can be viewed on the
AIC’s website by going to the following
link: https://www.theaic.co.uk/aic-code-
of-corporate-governance.
Statement of compliance
This statement has been compiled in
accordance with the FCA’s Disclosure
and Transparency Rule (DTR) 7.2 on
Corporate Governance Statements.
The Board considers that the Company
has complied with the recommendations
of the AIC Code and the relevant
provisions of the UK Code throughout
the year under review. A table providing
further explanations of how the
Company has complied with the AIC
Code during the year is available in the
Corporate Governance section of the
Company’s website:
www.incomeandgrowthvct.co.uk.
As an externally managed VCT, most of
the Company’s operations are
delegated to third parties and the
Company has no executive directors,
employees or internal operations. The
Board has therefore concluded, for the
reasons set out in the AIC Guide, and as
explained in the UK Code that the
specific provisions of the UK Code that
relate to the requirement for an internal
audit function, the role of the chief
executive and executive directors’ pay
are not relevant to the Company. The
Company has therefore not reported
further in respect of these Provisions.
Internal control
The Board acknowledges that it is
responsible for the Company’s system of
internal control and for reviewing its
effectiveness. Internal control systems
are designed to manage the particular
needs of the Company and the risks to
which it is exposed and can, by their
nature, only provide reasonable rather
than absolute assurance against material
misstatement or loss.
The Company’s internal control system
aims to ensure the maintenance of
proper accounting records, the reliability
of the financial information used for
publication and upon which business
decisions are made, and that the assets
of the Company are safeguarded. The
financial controls operated by the Board
include regular reviews of signing
authorities, quarterly management
accounts and the processes by which
investments in the portfolio are valued.
The Board has put in place ongoing
procedures for identifying, evaluating
and managing the significant risks faced
by the Company. As part of this process
bi-annual review of the control systems
is carried out. The review covers a
consideration of the key business,
operational, compliance and financial
risks facing the Company and includes a
review of the risks in relation to the
financial reporting process. The Board
reviews recommendations from the
Audit Committee in respect of the key
risks discussed at each of their regularly
scheduled meetings.
The Board has delegated, contractually
to third parties, the management of the
investment portfolio, the day-to-day
accounting, company secretarial and
administration requirements and the
registration services. Each of these
contracts was entered into after full and
proper consideration by the Board of the
quality and cost of services offered,
including the financial control systems in
operation at the service providers in so
far as they relate to the affairs of the
Company. The Board regularly monitors
these contracts from a risk perspective
and receives reports from the Registrar,
Investment Adviser and Administrator
when appropriate.
The Board, assisted by the Audit
Committee, carries out separate
assessments in respect of the Annual
and Half-Year reports and other
published financial information. As part
of these reviews, the Board appraises all
the relevant risks ensuing from the
internal control process referred to
above. The main aspects of the internal
controls which have been in place
throughout the year in relation to
financial reporting are as follows:
● Internal controls are in place for the
preparation and reconciliation of the
valuations prepared by the
Investment Adviser.
● Independent reviews of the
valuations of investments within the
portfolio are undertaken bi-annually
by the Board.
● The information contained in the
Annual Report and other financial
reports is reviewed separately by
the Audit Committee prior to
consideration by the Board.
● The Board reviews all financial
information prior to publication.
The internal control system and the
procedure for its review has been in
place and operational throughout the
year under review and up to the date of
this Report. The Audit Committee and
the Board last carried out an assessment
of the effectiveness of internal controls
in managing risk on 6 December 2024.
The Board has identified no problem or
issues with the Company’s internal
control system.
Investment management and
service providers
Gresham House acted as Investment
Adviser throughout the year under
review and provided administrative and
company secretarial services to the
Company up to the Company’s financial
year-end and continues to do so. The
Directors carry out an annual review of
the performance and contractual
arrangements with the Investment
Adviser. The annual review of the
Investment Adviser forms part of the
Board’s overall internal control
procedures discussed above. As part of
this review, the Board considers the
quality and continuity of the investment
management team, investment
performance, quality of information
provided to the Board, remuneration of
the Investment Adviser, the investment
process and the results achieved to
date. A review of the performance of the
Company is included in the Strategic
Report on pages 9 to 11.
The Board concluded that the
Investment Adviser had performed
consistently well over the medium-term
and had returned a positive return in
40
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
Corporate Governance Statement
respect of the year under review. The
Company’s investment portfolio trading
performance has been resilient to the
year-end and the Investment Adviser
has been proactive in supporting the
portfolio in the face of rising inflation and
political uncertainty.
The Board places significant emphasis
on the Company’s performance against
its peers and further information on this
has been included in the Strategic
Report on page 11. The Board further
considered the Investment Adviser’s
commitment to the promotion of the
Company and was satisfied that this was
prioritised by the Investment Adviser as
evidenced by, inter alia, the Mobeus
VCT fundraisings which have taken
place between 2010 and 2024 and
annual Shareholder events.
The Board considers that the Investment
Adviser continued to exercise
independent judgement while producing
valuations which reflect fair value.
Overall, the Board continues to believe
that the Investment Adviser possesses
the experience, knowledge and
resources that are required to support
the Board in achieving the Company’s
long term investment objectives. The
Directors therefore believe that the
continued appointment of the
Investment Adviser to the Company on
the terms currently agreed is in the
interests of Shareholders, and this was
formally approved by the Management
Engagement Committee and the Board
on 11 September 2024.
The principal terms of the Company’s
Investment Advisory Agreement dated
29 March 2010, amended and restated
on 30 September 2021, and its
Performance Incentive Fee Agreement
dated 30 September 2014 and 18 June
2024, as novated to Gresham House
effective on 30 September 2021 and
restated for the merger on 18 June 2024,
are set out in Note 4 to the Financial
Statements on pages 60 to 81 of this
Annual Report. The Board seeks to
ensure that the terms of these
agreements represent an appropriate
balance between cost and the
incentivisation of the Investment Adviser.
Investment Adviser fees
The fees paid to the Investment Adviser
and the performance incentive fees paid
are set out in Note 4 to the Financial
Statements on pages 60 to 61.
In addition, the Investment Adviser
received fees totaling £621,464 (2023:
£394,195) during the year ended
30September 2024, being £206,037
(2023: £82,092) for arrangement fees,
and £415,427 (2023: £312,103) for acting
as non-executive directors on a number
of investee company boards. These
amounts are the share of such fees
attributable to investments made by the
Company.
Alternative Investment Fund
Manager (“AIFM”)
The Board appointed the Company as
its own AIFM in compliance with the
European Commission’s Alternative
Investment Fund Management Directive
with effect from 22 July 2014. The
Company is registered as a small AIFM
and is therefore exempt from the
principal requirements of the Directive.
Gresham House has provided
investment advisory and administrative
services to the Company throughout the
year under review. In order for the
Company to continue to discharge its
safekeeping responsibilities for the
documents of title to its investments, a
Safekeeping Agreement has been
entered into with Apex Fund and
Corporate Services (Guernsey) Limited.
The Board
The powers of the Directors have been
granted by company law, the Company’s
Articles of Association and resolutions
passed by the Company’s Shareholders
in general meeting. Resolutions are
proposed annually at each Annual
General Meeting of the Company to
authorise the Directors to allot shares,
disapply the pre-emption rights of
Shareholders and buyback the
Company’s own shares on behalf of the
Company. These authorities are
currently in place and resolutions to
renew them will be proposed at the
Annual General Meeting of the Company
to be held on 5 March 2025.
In regard to the Chairman of the Board’s
tenure, the length of service of all
directors is considered on an ongoing
basis, with the Nomination &
Remuneration Committee giving
consideration to succession and
composition at its meeting held on
11September 2024, in compliance with
the AIC Corporate Governance Code
guidance. Maurice Helfgott became the
Chairman of the Company in July 2020
and will stand for re-election at the
forthcoming AGM with all the directors
standing for re-election annually.
Graham Paterson will stand for election
as a Director.
The Board has agreed a schedule of
matters specifically reserved for
decision by the Board. These include
compliance with the requirements of the
Companies Act 2006 and the Income
Tax Act 2007, the UK Listing Authority
and the London Stock Exchange;
strategy and management of the
Company; changes relating to the
Company’s capital structure or its status
as a plc; financial reporting and controls;
Board and committee appointments as
recommended by the Nomination &
Remuneration Committee and terms of
reference of Committees; material
contracts of the Company and contracts
of the Company not in the ordinary
course of business.
Each year a formal performance
evaluation is undertaken of the Board as
a whole, its Committees and each of the
Directors. A summary of the findings are
submitted to the Board, which are
discussed and an action plan is agreed if
appropriate. There were no issues
requiring action in the year. The
performance of the Chairman was
evaluated by the other Directors.
Diversity and inclusion
At the year end to position was:
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
Board
Men 3 75% Not
applicable
Women 1 25% See
paragraph
below
In accordance with Listing Rule 6.6.6.(9),
the Board reports that as an externally
managed Company, there are no
executive management roles such as
CEO or CFO and therefore, the Board is
not required to report against this target
as it is not applicable. However, the roles
within the Company which are senior, in
addition to the Chairman of the
Company and the Senior Independent
Director, are the Chairs of the Audit,
Nomination & Remuneration,
Management Engagement and
Investment Committees, with the Audit
Chair held by a woman at the year-end
and continues to be so at the date of this
Statement.
The Board consists of four directors, all
of whom are white and of British
nationality and therefore there is no
minority ethnic Board representation.
The Board have committed to include
diversity and inclusion for their future
recruitment.
Being a smaller Board does make it
more challenging to achieve diversity
however the Board is more diverse in
other aspects as shown in the Directors’
biographies on page 35.
41
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Board Committees
The Board has established four
Committees, the Investment Committee,
the Audit Committee, the Management
Engagement Committee and the
Nomination & Remuneration Committee,
each with responsibilities for specific
areas of its activity. The Board has
satisfied itself that each of its
Committees has sufficient resources to
undertake its duties. Each of the
Committees has written terms of
reference, which detail their authority
and duties. Shareholders may obtain
copies of these by making a written
request to the Company Secretary or by
downloading these documents from the
Company’s website:
www.incomeandgrowthvct.co.uk.
Full descriptions of the work of the Audit
and Nomination & Remuneration
Committees are set out in the Report of
the Audit Committee and the Directors’
Remuneration Report on pages 43 to 47.
Investment Committee
The Investment Committee was chaired
by Justin Ward during the year and
comprised of all of the Directors. The
Committee meets as necessary to
consider the investment proposals put
forward by the Investment Adviser. The
Committee advises the Board on the
development and implementation of the
Investment Policy and leads the process
for the ongoing monitoring of investee
companies and the Company’s
investment therein. Investment
guidelines have been issued to the
Investment Adviser and the Committee
ensures that these guidelines are
adhered to. New investments and
divestments are approved on
recommendation of the Committee
following discussion between
Committee members and are
subsequently ratified by the Board.
Investment matters are discussed
extensively at Board meetings. During
the year, the Committee formally
approved investment, divestment and
variation decisions, and met informally
on numerous occasions and formally at
least once a year.
The Committee considers and agrees,
on the advice of the Investment Adviser
and under the guidance of the Audit
Committee, all unquoted investment
valuations for recommendation to the
Board. Investments are valued in
accordance with the International Private
Equity and Venture Capital (IPEV)
Valuation Guidelines under which
investments are valued at fair value as
defined in those guidelines. Any AIM or
other quoted investment will be valued
at the closing bid price of its shares as at
the relevant reporting date, in
accordance with generally accepted
accounting practice. For further
information on the Company’s
investment portfolio, please see pages
20 to 23 of the Strategic Report.
Management Engagement
Committee
The Management Engagement
Committee is chaired by Graham
Paterson and comprises all four
independent Directors.
The Committee meets at least annually
to review the Company’s contracts with
its service providers and at other times
as and when necessary and makes
recommendations to the Board.
By order of the Board
Gresham House Asset Management
Limited
Company Secretary
13 January 2025
42
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
This Report of the Audit
Committee forms part of the
Directors’ Report.
The Audit Committee (“Committee”) was
chaired by Nemone Wynn-Evans during
the year.
The Committee comprised all of the
Directors. Due to there only being three
directors appointed to the Company
until 26 July 2024, it was appropriate
that that Board’s Chairman should be a
member of the Audit Committee.
Following the Merger and the
appointment of Graham Paterson to the
Committee, it was agreed that the
Board’s Chairman could attend the Audit
Committee meetings as an attendee but
not as a member in accordance with the
recommendation of the 2018 FRC
Corporate Governance Code (updated
in January 2024) as best practice. A
summary of the Audit Committee’s
principal activities for the year to
30September 2024 is provided below:
Financial Statements
The Half-Year and Annual Reports to
Shareholders were thoroughly reviewed
by the Committee prior to submission to
the Board for approval.
Internal control
The Committee monitored the system of
internal controls throughout the year
under review and as described in more
detail in the Corporate Governance
Statement on page 41. It received
reports by exception on the Company’s
progress against its internal controls at
its annual and half-year results meetings
and reviews the key risks regularly. A full
review of the internal controls in
operation by the Company was
undertaken by the Committee on 6
December 2024.
Valuation of investments
The Investment Adviser prepared
valuations of the investments in the
portfolio at the end of each quarter and
these were considered in detail and
agreed by the Investment Committee for
recommendation to the Board. The Audit
Committee continued to monitor the
adequacy of the controls over the
preparation of these valuations. As part
of this process, it focused on ensuring
that both the bases of the valuations and
any assumptions used were reasonable
and in accordance with the IPEV
Valuation Guidelines. The Committee
received a review within a report from
the external auditor as part of the year-
end audit process. These reports were
discussed in full by the Committee, the
Investment Adviser and, with the Auditor
as necessary, before a recommendation
to approve the valuations was made to
the Board.
Key issues considered by the
Committee
In addition to the valuation of
investments, the key accounting and
reporting issues considered by the
Committee during the year have
included:
Going concern and Viability of the
Company
The Committee monitors the Company’s
resources at each quarterly Board
meeting and is satisfied that the
Company has an adequate level of
resources for the foreseeable future. It
has assessed the viability of the
Company for the next three years. Its
conclusions in respect of both going
concern and viability are set out in the
Strategic Report on page 34.
Consideration was given to the cash
balances and holdings in money market
funds, together with the ability of the
Company to realise its investments.
Recognition of impairment and
realised losses
If an investment has been impaired such
that there is no realistic expectation that
there will be a full return from the
investment, the loss is treated as a
permanent impairment and is
recognised as a realised loss in the
Financial Statements. The Committee
reviews the appropriateness and
completeness of such impairments.
Compliance with the VCT tests
The Company engages the services of a
VCT Status Adviser to advise on its
ongoing compliance with the legislative
requirements relating to VCTs. A report
on the Company’s compliance
supported by the tests carried out is
produced by the VCT Status Adviser on
a bi-annual basis and reviewed by the
Committee for recommendation to the
Board. The Committee has continued to
consider the risk and compliance
aspects of changes to the VCT Rules
introduced by the Finance Act (No 2)
2015 and the measures contained in the
Finance Act 2018. As an essential part of
this work, the Committee has held
ongoing discussions with the Company’s
VCT Status Adviser throughout the year.
Income from investee companies
The Committee notes that revenue from
loan stock and dividends may be
uncertain given the type of companies in
which the Company invests. Dividends
in particular may be difficult to predict.
The payments received do however
have a direct impact on the level of
income dividends the Company is able
to pay to Shareholders. The Committee
agrees policies for revenue recognition
and reviews their application at each of
its meetings. It considers schedules of
income received and receivable from
each of the investee companies and
assesses, in consultation with the
Investment Adviser, the likelihood of
receipt of each of the amounts.
Principal risks faced by the Company
The Board has identified the principal
and emerging risks faced by the
Company and established appropriate
controls (set out in the Strategic Report
on pages 32 to 33). The Committee
monitors these controls and reviews any
incidences of non-compliance. Further
details are set out in the Corporate
Governance Statement on pages 40 to
42.
Cyber Security
The Board has sought and obtained
assurances during the year from the
Investment Adviser, the Registrar and
other service providers regarding their
cyber security policies.
Tax evasion
The Company has adopted a zero
tolerance approach to tax evasion in
compliance with the Criminal Finance
Act 2017, as reported on page 37.
Relationship with the external
auditor
The Committee is responsible for
overseeing the relationship with the
external auditor, assessing the
effectiveness of the external audit
process and making recommendations
on the appointment and removal of the
external auditor.
The external auditor is invited to attend
Audit Committee meetings, where
appropriate, and also has the option to
meet with the Committee and its
Chairman without representatives of the
Investment Adviser being present.
The external auditor engaged with the
Audit Committee throughout the year
and during the audit planning process. It
considers that the audit team is
43
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Report of the Audit Committee
appropriately resourced and has
communicated clearly and promptly with
members of the Committee and the
Investment Adviser during the audit
process. The Committee is satisfied that
independence and objectivity has been
maintained throughout the audit and the
level of fees charged are justifiable and
appropriate for the work involved.
As BDO LLP (formerly PKF) have
reached the 20 year limit for the
provision of audit services to the
Company’s sister company, Mobeus
Income & Growth VCT plc, new auditors
will have to be appointed for that
company and an extensive tender
process was undertaken to identify a
suitable audit firm.
In order for the Company to benefit from
the efficiency savings of having only one
auditor providing the audit services, the
Audit Committee recommended to the
Board that, subject to Shareholder
approval, the Auditor to the Company
also be changed to Johnston
Carmichael LLP.
The Board have appointed Johnston
Carmichael LLP to provide the audit
services for the year-ending
30 September 2025. Shareholder
approval of the appointment is required
and will be proposed at the AGM.
Non-audit services
The Board regularly reviews and
monitors the external auditor’s
independence and objectivity. As part of
this it reviews the nature and extent of
services supplied by the auditor to
ensure that independence is maintained.
The Committee has reviewed the
implications of the Financial Reporting
Council‘s (“FRC”) Revised Ethical
Reporting Standard 2019 effective from
5 March 2020.
There were no non-audit services to be
reported.
Summary of Financial Reporting
Council’s (‘FRC’) AQR findings and
Actions Taken
In July 2024 the FRC published its
annual assessment of quality among the
Tier II audit firms. Our external auditor,
BDO is one of the six Tier I audit firms,
and was therefore subject to a review by
the Financial Reporting Council’s Audit
Quality Review team. The FRC’s report
identified a number of areas for
improvement for BDO, and in response
to these findings, BDO has implemented
an action plan.
The Audit Committee discussed the
FRC’s findings along with BDO’s action
plan in detail with BDO. BDO have
confirmed that they remain committed to
maintaining the highest standards of
audit quality and will continue to work
closely with the FRC to address any
areas of concern.
The Committee notes the progress BDO
has made to date.
Additional disclosures in the
Directors’ Report
Disclosures required by certain publicly-
traded companies as set out in Part 6 of
Schedule 7 of the Large and Medium-
sized Companies and Groups (Accounts
and Reports) Regulations 2008 (as
amended 2013) are addressed in the
Directors’ Report on pages 36 to 39.
By order of the Board
Nemone Wynn-Evans
Chair of the Audit Committee
13 January 2025
44
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
45
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Directors’ Remuneration Report
Directors’ Remuneration Policy
In determining the Company’s
remuneration policy, the Committee and
the Board seek to determine a level of fees
appropriate to attract and retain individuals
of sufficient calibre to lead the Company in
achieving its Objective. When considering
the level of Directors’ fees, it takes account
of the workload and responsibilities of
each role and the value and amount of
time that a Director is required to commit
to the Company. It further considers
remuneration levels elsewhere in the
Venture Capital Trust industry for
companies of a similar size and structure,
together with other relevant information.
Supplements are paid to the Directors in
respect of their membership of the
Investment ( £5,000) and Audit
Committees (£6,000). The Directors may at
their discretion pay additional sums in
respect of specific tasks carried out by
individual Directors on behalf of the
Company. None were paid in the year.
Since all the Directors are Non-Executive,
the Company is not required to comply
with the provisions of the Listing Rules, the
UK Corporate Governance Code and the
AIC Code of Corporate Governance (the
“AIC Code”) in respect of Directors’
remuneration, except in so far as they
relate specifically to Non-Executive
directors.
The Remuneration Policy is set by the
Board on the recommendation of the
Nomination & Remuneration Committee.
The level of fees paid to each of the
Directors is reviewed annually by the
Nomination and Remuneration Committee
which makes recommendations to the
Board. The Committee has access to
independent advice where and when it
considers it appropriate.
As part of the Merger discussions, new
salaries were agreed including that of the
new director, Graham Paterson of £44,000
p.a.
Following its annual review of directors’
remuneration, at its meeting on
11September 2024, the Nomination &
Remuneration Committee considered the
aggregate level of remuneration for each
director, benchmarked against the VCT
industry and agreed no change was
necessary following the increase in fees
on completion of the Merger.
Performance related remuneration
Whilst it is a key element of this policy to
recruit directors of the calibre required to
lead the Company in achieving its short
and long -term objectives, no component
of the fees paid is directly related to
performance.
Additional benefits
The Company does not have any other
schemes in place to pay bonuses or
benefits to the Directors. No arrangements
have been entered into between the
Company and the Directors to entitle any
of the Directors to compensation for loss
of office. None of the Directors receive
pension benefits from the Company and
the Company has not granted any Director
any options over the share capital of the
Company.
Recruitment remuneration
Remuneration of any new director, who
may subsequently be appointed to the
Board, will be in line with the Remuneration
Policy set out in this Report and the levels
of remuneration stated therein, as modified
from time to time.
Shareholders‘ views on
remuneration
The Board prioritises the views of
Shareholders and encourages a full and
frank discussion at general meetings of the
Company. It takes Shareholders’ views into
account, where appropriate, when
formulating its Remuneration Policy.
Shareholders can contact the Chairman or
the Company Secretary, Gresham House,
at any time by email using the address:
mobeusvcts@greshamhouse.com
.
Directors’ terms of appointment
All of the Directors are Non-Executive. The
Articles of Association provide that
Directors may be appointed either by
ordinary resolution of the Shareholders or
by the Board, provided that a person
appointed by the Board shall be subject to
election at the first Annual General
Meeting following their appointment.
The Board has adopted the AIC Code and
all Directors will continue to seek election
or re-election at each Annual General
Meeting, usually scheduled for February of
each year.
All Directors receive a formal letter of
appointment setting out the terms of their
appointment and the specific duties and
responsibilities and the fees pertaining to
the appointment. None of the Directors
have a service contract with the Company.
A Director’s appointment may be
terminated on three months’ notice being
given by the Company and also in certain
other circumstances. Copies of the
Directors’ appointment letters will be
available for inspection at the place of the
Annual General Meeting on 5 March 2025
from 2.15 pm however Shareholders can
write to the Company Secretary at
mobeusvcts@greshamhouse.com
to
request these.
New Directors are asked to undertake that
they will have sufficient time to carry out
their responsibilities to the Company and
to disclose their other significant time
commitments to the Board before
appointment.
Future policy
The table overleaf illustrates how the
Company’s objective is supported by its
Remuneration Policy. It sets out details of
each component of the pay package and
the maximum amount receivable per
annum by each Director based on the
Directors as at the date of this Report. The
Nomination & Remuneration Committee
and the Board review the fees paid to
Directors annually in accordance with the
Remuneration Policy set out on page 45
and may decide that an increase in fees is
appropriate in respect of subsequent
years. No performance conditions are
attached to any aspect of any fee paid to
the Directors.
46
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
Director
Role
Components of pay package Maximum
payment per
annum
Directors’ fees Supplements for committee
membership
Audit
Committee
Investment
Committee
Maurice Helfgott
Chairman £44,000 - £5,000 £49,000
Justin Ward
1
Chair, Investment Committee £29,000 £6,000 £5,000 £40,000
Nemone Wynn-Evans
Chair, Audit Committee £29,000 £6,000 £5,000 £40,000
Graham Paterson
2
Senior Independent Director, Chair of Nomination &
Remuneration and Management Engagement Committees £33,000 £6,000 £5,000 £44,000
Total fees payable £135,000 £18,000 £20,000 £173,000
Shareholder approval of the
Company’s Remuneration Policy
This policy applied throughout the
financial year ended 30 September 2024
and will continue to apply for the
remainder of the current financial year
ending 30 September 2025.
A resolution to approve the Directors’
Remuneration Policy as set out in the
Annual Report for the year ended
30September 2022 was approved
unanimously by Shareholders on a show
of hands at the Annual General Meeting of
the Company held on 22 February 2023.
The Company received proxy votes in
favour of the resolution representing
93.45% (including those who appointed
the Chairman to vote at his discretion) of
the votes received (against: 6.55%).
The Board is required to ask Shareholders
to approve the Remuneration Policy every
three years. The Directors will therefore
recommend that Shareholders approve
the Policy again at the Annual General
Meeting of the Company to be held in
early 2026.
Annual Remuneration Report
The resolution to approve the Annual
Remuneration Report as set out in the
Annual Report for the year ended
30September 2023 was approved by
Shareholders at the Annual General
Meeting of the Company held on
29 February 2024. The Company received
proxy votes in favour of the resolution
representing 79.98% (including those who
appointed the Chairman to vote at his
discretion) of the votes received (against:
20.02%). An ordinary resolution for the
approval of this Annual Remuneration
Report will be proposed at the next
Annual General Meeting of the Company
to be held on 5 March 2025.
This section of the Directors’
Remuneration Report sets out how the
above Remuneration Policy has been
implemented during the year.
Nomination and Remuneration
Committee
During the year under review the
Committee comprised the full Board. It
was chaired by Justin Ward throughout the
year to 26 July 2024 when Graham
Paterson joined the Company as a
Director and assumed the Chair. All
members of the Committee are
considered to be independent of the
Investment Adviser. The Committee meets
at least once a year and is responsible for
making recommendations to the Board on
remuneration policy and reviewing the
policy’s ongoing appropriateness and
relevance. It carries out an annual review
of the remuneration of the Directors and
makes recommendations to the Board on
the level of Directors’ fees. The Committee
may, at its discretion, recommend to the
Board that individual Directors should be
awarded further payment in respect of
additional work carried out on behalf of
the Company. It is responsible for the
appointment of remuneration consultants,
if this should be considered necessary,
including establishing the selection criteria
and terms of reference for such an
appointment. The Committee met twice
during the year with full attendance from
all of its members.
In considering nominations, the
Committee is responsible for making
recommendations to the Board
concerning new appointments of Directors
to the Board and its committees; the
periodic review of the composition of the
Board and its committees; and the annual
performance review of the Board, the
Directors and the Chairman. This includes
the ongoing review of each Director’s
actual or potential conflicts of interest
which may arise as a result of the external
business activities of Board members.
The Board has made a commitment to
consider diversity as part of the
recruitment process for all appointments.
Following the performance evaluation of
the Directors during the year, the Board
confirms that each of the Directors
demonstrated commitment to their roles
and were effective in carrying out their
duties on behalf of the Company.
1
Justin chaired the Nomination and Remuneration Committee from 1 October 2023 to 26 July.
2
Graham was appointed to the Board and the Committees on 26 July 2024.
Company Objective
To provide investors with a regular income stream, by way of tax-free dividends generated from income and capital returns
Remuneration Policy
To ensure that the levels of remuneration are sufficient to attract, retain and motivate directors of the quality required to
manage the Company in order to achieve the Company’s Objective.
Directors’ Remuneration Report
47
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Reports of
the Directors
Annual percentage change in
Directors’ Remuneration
The following table sets out the annual
percentage change in Directors’
remuneration for the year to
30September 2024:
%
change
for the
year to
30 Sep
2024
%
change
for the
year to
30 Sep
2023
%
change
for the
year to
30 Sep
2022
%
change
for the
year to
30 Sep
2021
%
change
for the
year to
30 Sep
2020
Maurice Helfgott 1.0% 0.0 0.0% 5.4% 0.0
Justin Ward 5.3% 0.0 0.0% 5.6% 0.0
Nemone Wynn
Evans 5.3% n/a n/a n/a n/a
Graham Paterson n/a n/a n/a n/a n/a
Helen Sinclair n/a n/a n/a 5.6% 0.0
Colin Hook n/a n/a n/a n/a 0.0
Jonathan
Cartwright n/a n/a n/a n/a 0.0
No sums were paid to third parties in
respect of any of the Director’s services
during the year under review.
Relative importance of spend on
Directors’ fees
Year ended:
30 September
2024
30 September
2023
Percentage
increase/
(decrease)
£ £
Director fees 137,011 120,758 13.5%
Dividends paid/
payable 12,650,907 17,027,934 (25.7)%
Cost of share
buybacks 2,871,223 2,982,413 (3.7)%
Directors’ interests in the Company’s shares (audited)
Although it is not a Company Policy, the Directors believe that it is in the best
interests of the Company and its Shareholders for each Director to maintain an
interest in the Company. The Directors who held office throughout the year under
review and their interests as at 30 September 2024 were:
30 September 2024 30 September 2023
Director
Shares
held
Percentage of
issued share
capital
Shares
held
Percentage of
issued share
capital
Maurice Helfgott 138,387 0.05% 138,387
4
0.09%
Graham Paterson
1
15,179 n/a n/a n/a
Justin Ward
2
102,201 0.03% 89,197 0.06%
Nemone Wynn-Evans
3
24,424 0.01% 24,424 0.02%
1
- Graham’s shares are held in a nominee account
2
- Justin and his wife’s holdings combined.
3
- Nemone’s shares are held in a nominee account.
4
- Maurice’s shares were understated by 1,257
previously.
Directors’ remuneration: 5-year comparison
2024 2019 % Change
Chair (includes Audit and Investment Committee
Supplements
1
) £49,000 £46,000 6.5%
Director Fee (includes Audit and Investment
Committee Supplements
1
) £40,000 £36,000 11.1%
1
- Audit Committee (2024: £5,000; 2020: £5,000) and Investment Committee (2024: £6,000, 2020: £6,000) fee
supplements are paid to all members
Directors’ attendance at Board and Committee meetings in 2024
The table below sets out the Director’s attendance at the scheduled quarterly Board
meetings and Committee meetings held during the year ended 30 September 2024.
In addition to the quarterly Board meetings, the Board met on other occasions to
consider specific issues as they arose and particularly the merger considerations
Directors Board
Meetings
Audit
Committee
Meetings
Nomination &
Remuneration
Committee
Meetings
Management
Engagement
Committee
Eligible Attended Eligible Attended Eligible Attended Eligible Attended
Maurice Helfgott 4 4 2 2 2 2 1 1
Justin Ward 4 4 2 2 2 2 1 1
Nemone
Wynn-Evans 4 4 2 2 2 2 1 1
Graham Paterson 1
1
1
1
1
1
1
1
Company performance
The graph below charts the total cumulative shareholder return of the Company’s
shares on a share price basis (assuming all dividends have been re-invested and
excluding the tax reliefs available to Shareholders) over the past ten years compared
with that of an index of all VCTs and an index of generalist VCTs which are members
of the AIC (based on figures provided by Morningstar). The Board considers these
indices to be the most appropriate to use to measure the Company’s relative
performance over the medium to long-term. The total shareholder returns have been
rebased to 100 at 30 September 2014.
The Income & Growth VCT plc Share Price Total Return
AIC Generalist VCTs Share Price Total Return
AIC All VCTs Share Price Total Return
30/09/2014 30/09/2015 30/09/2016 30/09/2017 30/09/2018 30/09/2019 30/09/2020 30/09/202130/09/202230/09/202330/09/2024
380p
340p
300p
260p
220p
180p
140p
360p
320p
280p
240p
200p
160p
120p
100p
The share price total return comprises
the share price plus cumulative dividends
paid per share assuming the dividends
paid were re-invested on the date on
which the shares were quoted ex-
dividend in respect of each dividend.
The former ‘O’ Share class was merged
into the former ‘S’ Share class on
29 March 2010 to form the current class
of shares. This graph therefore shows
the performance of current class of
shares only.
An explanation of the performance of the
Company is given in the Chairman’s
Statement on page 2, the Performance
section of the Strategic Report on pages
13 to 18 and in the Investment Adviser’s
Review and Investment Portfolio
Summary on pages 13 to 27.
By order of the Board
Graham Paterson
Chair of the Nomination & Remuneration
Committee
13 January 2025
48
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Reports of
the Directors
Statement of the Directors’ Responsibilities
The Directors are responsible for
preparing the Annual Report and the
Financial Statements in accordance with
applicable law and regulations.
Company law requires the Directors to
prepare Financial Statements for each
financial year and 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 these Financial Statements,
the Directors are required to:
● select suitable accounting policies
and then apply them consistently;
● make judgements and accounting
estimates that are reasonable and
prudent;
● state whether the Financial
Statements have been prepared in
accordance with United Kingdom
accounting standards, subject to any
material departures disclosed and
explained in the Financial
Statements;
● prepare the Financial Statements on
the going concern basis unless it is
inappropriate to presume that the
Company will continue in business;
and
● prepare a Strategic Report, a
Director’s Report and Directors’
Remuneration Report which comply
with the requirements of the
Companies Act 2006.
The Directors are responsible for
keeping adequate accounting records
that are sufficient to show and explain
the Company’s transactions and
disclose with reasonable accuracy at
any time the financial position of the
Company and enable them to ensure
that the Financial Statements comply
with the Companies Act 2006. They are
also responsible for safeguarding the
assets of the Company and hence for
taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
Website publication
The Directors are responsible for
ensuring the Annual Report and the
Financial Statements are made available
on a website. Financial Statements are
published on the Company’s website in
accordance with legislation in the United
Kingdom governing the preparation and
dissemination of Financial Statements,
which may vary from legislation in other
jurisdictions. The maintenance and
integrity of the Company’s website is the
responsibility of the Directors. The
Directors’ responsibility also extends to
the ongoing integrity of the Financial
Statements contained therein.
Directors’ responsibilities pursuant
to Disclosure and Transparency
Rule 4 of the UK Listing Authority
The Directors confirm to the best of their
knowledge that:
(a) 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 the profit of the
Company; and
(b) the Annual Report includes a fair
review of the development and
performance of the business and the
position of the Company, together
with a description of the principal
risks and uncertainties that it faces.
Having taken advice from the Audit
Committee, the Board considers the
Annual Report and Financial Statements,
taken as a whole, is fair, balanced and
understandable and that it provides the
information necessary for Shareholders
to assess the Company’s performance,
business model and strategy.
Neither the Company nor the Directors
accept any liability to any person in
relation to the Annual Report except to
the extent that such liability could arise
under English law.
The names and functions of the
Directors are stated on page 35.
For and on behalf of the Board
Maurice Helfgott
Chairman
13 January 2025
49
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Independent
Auditor’s Report
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 30
September 2024 and of its profit for
the year then ended;
● have been properly prepared in
accordance with United Kingdom
Generally Accepted Accounting
Practice; and
● have been prepared in accordance
with the requirements of the
Companies Act 2006.
We have audited the financial
statements of Income & Growth VCT Plc
(the ‘Company’) for the year ended 30
September 2024 which comprise the
income statement, the balance sheet,
the statement of changes in equity, 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 a tender process in 2016 and
based on the recommendation of the
audit committee, we were re-appointed
by the Board of Directors to continue as
auditors. Our initial appointment for the
audit of the financial statements was for
the year ended 30 September 2007.
The period of total uninterrupted
engagements including retenders and
reappointments is 18 years, covering the
years ended 30 September 2007 to 30
September 2024. 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 Venture Capital Trust
(“VCT”) compliance reports prepared
by management’s expert during the
year and 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;
● 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 volatility and the present
uncertainties in economic recovery
created by macro-economic factors.
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
2024 2023
Key audit
matters
Valuation of
unquoted
investments
3 3
Materiality
Company financial
statements as a whole
£3.81m (2023: £2.46m)
based on 2% (2023: 2%) of
net assets adjusted for
significant fundraising in
the year
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.
Independent Auditor’s Report to the Members of
The Income & Growth VCT plc
50
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Independent
Auditor’s Report
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of unquoted
investments
(Note 9 to the financial
statements)
We consider the
valuation of unquoted
investments to be the
most significant audit
area as there is a high
level of estimation
uncertainty involved
in determining the
unquoted investment
valuations.
There is an inherent
risk of management
override arising
from the unquoted
investment valuations
being prepared by the
Investment Manager,
who is remunerated
based on the value of
the net assets of the
VCT, as shown in note 4.
For these reasons,
we identified the
valuation of unquoted
investments as a key
audit matter.
Our unquoted investments valuation testing was risk based where individual
investments were assessed based on criteria such as fair value at year
end exceeding performance materiality, fair value at year end exceeding
performance materiality and untested in detail in the prior year, movement
between current year and prior year fair value exceeding performance
materiality, change in the valuation methodology from prior year, change in
the multiples (Revenue/Earning) from prior year by 10% or more, change in
the gross enterprise value from prior year by 10% or more and any change
in the discount/premium from prior year.
For 100% of the unquoted portfolio we:
● Considered whether the valuation methodology was the most
appropriate in the circumstances under the International Private Equity
and Venture Capital Valuation (“IPEV”) Guidelines. Where there was a
change in valuation methodology from prior year, we assessed whether
the change was appropriate
● Considered the change in market multiples and discount applied
from prior year and if they were supported by the performance of the
underlying investment
● Checked that the valuation was based on recent financial information.
Further, for the unquoted investments samples selected for detailed testing
we:
● Re-performed the calculation of the investment
● Corroborated and benchmarked key inputs and estimates to
independent information from our own research and against metrics
from the most recent investments
● Challenged the assumptions inherent to valuation of unquoted
investments and assessed the impact of the estimation uncertainty
concerning these assumptions and the disclosure of these uncertainties
in the financial statements
Where appropriate, we performed sensitivity analysis on the valuation
calculations where there was sufficient evidence to suggest reasonable
alternative inputs might exist
Key observations
Based on the procedures performed we consider the investment valuations
to be appropriate considering the level of estimation uncertainty.
Independent Auditor’s Report
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:
51
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Independent
Auditor’s Report
Company financial statements 2024 2023
Materiality £3,808,000 £2,456,000
Basis for determining materiality 2% of net assets adjusted for significant fundraising in the year.
Rationale for the benchmark applied In setting materiality, we have had regard to the nature and disposition of the
investment portfolio. Given that the Company’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 adjusted
for significant fundraising in the year.
Performance materiality £2,856,000 £1,842,000
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.
Reporting threshold
We agreed with the Audit Committee
that we would report to them all
individual audit differences in excess of
£190,000 (2023: £160,000). We also
agreed to report differences below this
threshold that, in our view, warranted
reporting on qualitative grounds.
Other information
The directors are responsible for the
other information. The other information
comprises the information included in
the annual report other than the financial
statements and our auditor’s report
thereon. Our opinion on the financial
statements does not cover the other
information and, except to the extent
otherwise explicitly stated in our report,
we do not express any form of
assurance conclusion thereon. Our
responsibility is to read the other
information and, in doing so, consider
whether the other information is
materially inconsistent with the financial
statements, or our knowledge obtained
in the course of the audit, or otherwise
appears to be materially misstated. If we
identify such material inconsistencies or
apparent material misstatements, we are
required to determine whether this gives
rise to a material misstatement in the
financial statements themselves. If,
based on the work we have performed,
we conclude that there is a material
misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review
the Directors’ statement in relation to
going concern, longer-term viability and
that part of the Corporate Governance
Statement relating to the Company’s
compliance with the provisions of the UK
Corporate Governance Code specified
for our review.
Based on the work undertaken as part of
our audit, we have concluded that each
of the following elements of the
Corporate Governance Statement is
materially consistent with the financial
statements, or our knowledge obtained
during the audit.
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 set out on
page 34 and;
● The Directors’ explanation as to their
assessment of the Company’s
prospects, the period this
assessment covers and why the
period is appropriate set out on
page 34.
Other Code provisions
Directors’ statement on fair, balanced
and understandable set out on page 36
● Board’s confirmation that it has
carried out a robust assessment of
the emerging and principal risks set
out on page 32;
● The section of the annual report that
describes the review of
effectiveness of risk management
and internal control systems set out
on page 40;
● The section describing the work of
the audit committee set out on page
43
Other Companies Act 2006
reporting
Based on the responsibilities described
below and our work performed during
the course of the audit, we are required
by the Companies Act 2006 and ISAs
(UK) to report on certain opinions and
matters as described below.
Strategic report and Directors’
report
In our opinion, based on the work
undertaken in the course of the audit:
● the information given in the Strategic
report and the Directors’ report for
the financial year for which the
financial statements are prepared is
consistent with the financial
statements; and
● the Strategic report and the
Directors’ report have been
prepared in accordance with
applicable legal requirements.
In the light of the knowledge and
understanding of the Company and its
environment obtained in the course of
the audit, we have not identified material
misstatements in the strategic report or
the Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’
remuneration report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Matters on which we are required
to report by exception
We have nothing to report in respect of
the following matters in relation to which
the Companies Act 2006 requires us to
report to you if, in our opinion:
52
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Independent Auditor’s Report
● adequate accounting records have
not been kept, or returns adequate
for our audit have not been received
from branches not visited by us; or
● the financial statements and the part
of the Directors’ remuneration report
to be audited are not in agreement
with the accounting records and
returns; or
● certain disclosures of Directors’
remuneration specified by law are
not made; or
● we have not received all the
information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the Statement
of Directors’ responsibilities, the
Directors are responsible for the
preparation of the financial statements
and for being satisfied that they give a
true and fair view, and for such internal
control as the Directors determine is
necessary to enable the preparation of
financial statements that are free from
material misstatement, whether due to
fraud or error.
In preparing the financial statements, the
Directors are responsible for assessing
the Company’s ability to continue as a
going concern, disclosing, as applicable,
matters related to going concern and
using the going concern basis of
accounting unless the Directors either
intend to liquidate the Company or to
cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the
audit of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditor’s
report that includes our opinion.
Reasonable assurance is a high level of
assurance but is not a guarantee that an
audit conducted in accordance with ISAs
(UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or
error and are considered material if,
individually or in the aggregate, they
could reasonably be expected to
influence the economic decisions of
users taken on the basis of these
financial statements.
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 and the Audit
Committee; and
● Obtaining and understanding of the
Company’s policies and procedures
regarding compliance with laws and
regulations.
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”) 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 the Investment Manager,
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
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 the Investment
Manager, and those charged with
governance and the Audit Committee
regarding any known or suspected
instances of fraud;
● Obtaining an understanding of the
VCT 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 meetings of
those charged with governance for
any known or suspected instances
of fraud;
● Discussion amongst the
engagement team as to how and
where fraud might occur in the
financial statements; and
● Considering performance incentive
schemes and performance targets
and the related financial statement
areas impacted by these.
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:
● In addressing the risk of valuation of
unlisted investments, the procedures
set out in the key audit matter
section in our report were
performed;
● In addressing the risk of
management override of control, we:
● Tested journals posted in the
preparation of the financial
statements, if any, by agreeing to
supporting documentation and
evaluating whether there was
evidence of bias by the
Investment Manager that
represented a risk of material
misstatements due to fraud.
● Incorporated unpredictability
into our testing by selecting a
sample of immaterial expenses
that would not otherwise have
been selected for testing
● Reviewed the significant
judgements made in the unlisted
investment valuations and
considering whether the
valuation methodology is the
most appropriate;
● Considered any indicators of
bias in our audit as a whole; and
Independent
Auditor’s Report
53
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Independent
Auditor’s Report
● Performed a review of
unadjusted audit differences, if
any, 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 deemed to
have the 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.
Vanessa-Jayne Bradley
(Senior Statutory Auditor)
For and on behalf of BDO LLP,
Statutory Auditor
London, UK
13 January 2025
BDO LLP is a limited liability partnership
registered in England and Wales (with
registered number OC305127).
54
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Income Statement for the year ended 30 September 2024
Year ended 30 September 2024 Year ended 30 September 2023
Notes Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Net investment portfolio gains 9 - 1,712,433 1,712,433 - 5,432,092 5,432,092
Income 3 2,717,456 - 2,717,456 3,196,634 - 3,196,634
Investment Adviser's fees 4a (694,934) (2,084,801) (2,779,735) (633,681) (1,901,042) (2,534,723)
Merger expenses 18 (153,695) - (153,695) - - -
Other expenses 5 (501,035) - (501,035) (608,439) - (608,439)
Profit/(loss) on ordinary activities before
taxation 1,367,792
(372,368)
995,424 1,954,514
3,531,050
5,485,564
Taxation on profit/(loss) on ordinary activities 6 (368,505) 368,505 - (289,930) 289,930 -
Profit/(loss) for the year and total
comprehensive income 999,287
(3,863)
995,424
1,664,584
3,820,980
5,485,564
Basic and diluted earnings per ordinary share: 7 0.57p 0.00p 0.57p 1.11p 2.55p 3.66p
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the net
investment portfolio gains (unrealised gains and realised losses on investments) and the proportion of the Investment Adviser’s
fee and performance fee charged to capital.
The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial
Reporting Standards (“FRS”). In order to better reflect the activities of a VCT and in accordance with the 2014 Statement of
Recommended Practice (“SORP”) (updated in July 2022) by the Association of Investment Companies (“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 column of profit attributable to equity shareholders is the measure the Directors believe
appropriate in assessing the Company’s compliance with certain requirements set out in Section 274 Income Tax Act 2007.
All the items in the above statement derive from continuing operations of the Company. No operations were acquired or
discontinued in the year.
The Notes on pages 54 to 80 form part of these Financial Statements.
Financial Statements
Financial Statements
55
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
Balance Sheet as at 30 September 2024 Company No. 4069483
as at
30 September 2024
as at
30 September 2023
Notes £ £
Fixed assets
Investments at fair value 9 135,952,721 72,722,385
Current assets
Debtors and prepayments 11 365,597 310,422
Current asset investments 12 51,807,618 49,727,485
Cash at bank and in hand 12 982,921 366,064
53,156,136 50,403,971
Creditors: amounts falling due within one year 13 (413,190) (348,570)
Net current assets 52,742,946 50,055,401
Net assets 188,695,667 122,777,786
Capital and reserves
Called up share capital 14 2,661,367 1,547,669
Capital redemption reserve 57,309 15,672
Share premium reserve 82,127,672 -
Revaluation reserve 29,093,813 28,829,554
Special distributable reserve 62,373,775 77,108,733
Profit and loss account 12,381,731 15,276,158
Equity Shareholders’ funds 188,695,667 122,777,786
Basic and diluted net asset value per share
Ordinary shares 15 70.90p 79.33p
The Notes on pages 54 to 80 form part of these Financial Statements.
The Financial Statements were approved and authorised for issue by the Board of Directors on 13 January 2025 and were signed
on its behalf by:
Maurice Helfgott
Chairman
Non-distributable reserves Distributable reserves
Called up Capital Share Special Realised Revenue
share redemption premium Revaluation distributable capital reserve
Notes capital reserve reserve reserve reserve reserve Total
(Note a) (Note b) (Note b)
£ £ £ £ £ £ £ £
At 1 October 2023 1,547,669 15,672 -
28,829,554
77,108,733 13,304,063 1,972,095 122,777,786
Comprehensive
income for the year
Profit/(loss) for the
year
- - - 1,942,227 - (1,946,090) 999,287 995,424
Total comprehensive
income for the year
- - - 1,942,227 - (1,946,090) 999,287 995,424
Contributions by and
distributions to owners
Shares issued upon
merger with Mobeus
Income & Growth 4
VCT plc
14, 18 1,115,630 - 79,596,427 - - - - 80,712,057
Stamp duty on
shares issued upon
merger with Mobeus
Income & Growth 4
VCT plc
18 - - (233,378) - - - - (233,378)
Dividends re-invested
into new shares
14 39,705 - 2,764,623 - - - - 2,804,328
Shares bought
back (Note c) 14
(41,637) 41,637 - - (2,871,223) - - (2,871,223)
Dividends paid 8 - - - - (8,134,724) (6,190,703) (1,163,900) (15,489,327)
Total contributions by
and distributions to
owners
1,113,698 41,637
82,127,672
- (11,005,947) (6,190,703) (1,163,900) 64,922,457
Other movements
Realised losses
transferred to special
reserve (Note a)
- -
-
- (3,729,011) 3,729,011 - -
Realisation
of previously
unrealised gains
- - - (1,677,968) - 1,677,968 - -
Total other movements - -
-
(1,677,968)
(3,728,635) 5,406,603 - -
At 30 September 2024
2,661,367
57,309
82,127,672
29,093,813
62,373,775 10,574,249 1,807,482 188,695,667
Notes
a) The Company’s special reserve is available to fund buybacks of shares as and when it is considered by the Board to be in the
interests of Shareholders, and to absorb any existing and future realised losses and for other corporate purposes. At 30 September
2024, the Company has a special reserve of £62,373,775, £26,699,052 of which arises from shares issued more than three years
after the end of the financial year in which they were issued. Reserves originating from share issues are not distributable under VCT
rules if they are within three years of the end of an accounting period in which the shares were issued. The total transfer of
£3,729,011 from the realised capital reserve to the special distributable reserve above is the total of realised losses incurred by the
Company in the year.
b) The realised capital reserve and the revenue reserve together comprise the Profit and Loss Account of the Company shown in the
Balance Sheet.
c) During the year, the Company repurchased 4,163,732 of its own shares at the prevailing market price for a total cost of £2,871,223,
which were subsequently cancelled.
The Notes on pages 54 to 80 form part of these Financial Statements.
56
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Financial Statements
Statement of Changes in Equity for the year ended 30 September 2024
Non-distributable reserves Distributable reserves
Called up Capital Share Special Realised Revenue
share redemption premium Revaluation distributable capital reserve
capital reserve reserve reserve reserve reserve Total
£ £ £ £ £ £ £ £
At 1 October 2022 1,294,819 48,343 24,765,043 28,034,730 40,837,774 10,606,675 2,828,066 108,415,450
Comprehensive income
for the year
Profit/(loss) for the year - - - 5,025,250 - (1,204,270) 1,664,584 5,485,564
Total comprehensive
income for the year
- - - 5,025,250 - (1,204,270) 1,664,584 5,485,564
Contributions by and
distributions to owners
Shares issued via Offer for
Subscription
265,860 - 21,705,140 - - - - 21,971,000
Issue costs and faciliations
fees on Offer for
Subscription
- - (553,744) - (248,181) - - (801,925)
Dividends re-invested into
new shares
26,747 - 2,041,587 - - - - 2,068,334
Shares bought back (39,757) 39,757 - - (2,982,413) - - (2,982,413)
Dividends paid - - - - (4,069,104) (4,788,565) (2,520,555) (11,378,224)
Total contributions by
and distributions to
owners
252,850 39,757
23,192,983
- (7,299,698) (4,788,565) (2,520,555) 8,876,772
Other movements
Cancellation of Share
Premium account
- (72,428)
(47,958,026)
48,030,454 - -
Realised losses transferred
to special reserve
- -
-
- (4,459,797) 4,459,797 - -
Realisation of previously
unrealised gains
- - - (4,230,426) - 4,230,426 - -
Total other movements - (72,428)
(47,958,026)
(4,230,426)
43,570,657 8,690,223 - -
At 30 September 2023
1,547,669
15,672
-
28,829,554
77,108,733 13,304,063 1,972,095 122,777,786
The composition of each of these reserves is explained below:
Called up share capital - The nominal value of shares originally issued, increased for subsequent share issues either via an Offer for
Subscription/Dividend Investment Scheme /Corporate transaction or reduced due to shares bought back by the Company.
Capital redemption reserve - The nominal value of shares bought back and cancelled is held in this reserve, so that the company’s
capital is maintained.
Share premium reserve - This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted
under recent Offers for Subscription and the Company’s Dividend Investment Scheme as well as the reserve created upon the issue of
shares as part of the acquisition of Mobeus Income & Growth 4 VCT plc.
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 (as recorded in Note 9), all such movements through both revaluation and realised capital reserves are shown within the Income
Statement for the year.
Special distributable reserve - This reserve is created from cancellations of the balances upon the Share premium reserve, which are
transferred to this reserve from time to time. The cost of share buybacks is charged to this reserve. In addition, any realised losses on the
sale or impairment of investments (excluding transaction costs), 75% of the Investment Adviser fee expense and 100% of the Investment
Adviser performance fee expense, and the related tax effect, are transferred from the realised capital reserve to this reserve. The cost of
any IFA facilitation fee payable as part of the Offer for Subscription is also charged to this reserve.
Realised capital reserve - The following are accounted for in this reserve:
- Gains and losses on realisation of investments;
- Permanent diminution in value of investments;
- Transaction costs incurred in the acquisition and disposal of investments;
- 75% of the Investment Adviser fee expense and 100% of any performance fee payable, together with the related tax effect to this
reserve in accordance with the policies, and
- Capital dividends paid.
Revenue reserve - Income and expenses that are revenue in nature are accounted for in this reserve, as well as 25% of the Investment
Adviser fee together with the related tax effect, as well as income dividends paid that are classified as revenue in nature.
The Notes on pages 54 to 80 form part of these Financial Statements.
57
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
Statement of Changes in Equity for the year ended 30 September 2023
Notes
Year ended
30 September 2024
Year ended
30 September 2023
£ £
Cash flows from operating activities
Profit for the financial year 995,424 5,485,564
Adjustments for:
Net investment portfolio gains (1,712,433) (5,432,092)
Dividend income (47,465) (639,455)
Interest income (2,669,991) (2,557,179)
Merger expenses 153,695 -
Increase in debtors (5,727) (5,248)
(Decrease)/(increase) in creditors and accruals (282,141) 78,093
Net cash outflow from operating activities (3,568,638) (3,070,317)
Cash flows from investing activities
Purchase of investments 9 (8,960,016) (3,337,995)
Disposal of investments 9 3,876,057 9,127,705
Dividend received 47,465 1,300,224
Interest received 2,742,537 2,460,428
Net cash (outflow)/inflow from investing activities (2,293,957) 9,550,362
Cash flows from financing activities
Shares issued as part of Offer for subscription - 21,971,000
Issue costs and facilitation fees as part of Offer for subscription - (801,925)
Cash received on acquisition of net assets from Mobeus Income &
Growth 4 VCT plc 24,690,911 -
Stamp duty on shares issued to acquire the net assets from Mobeus
Income & Growth 4 VCT plc (233,378) -
Payments to meet merger of Mobeus Income & Growth 4 VCT plc (341,728) -
Equity dividends paid 8 (12,684,997) (9,309,890)
Purchase of own shares 14 (2,871,223) (3,024,311)
Net cash inflow from financing activities 8,559,585 8,834,874
Net increase in cash and cash equivalents 2,696,990 15,314,919
Cash and cash equivalents at start of year 46,941,780 31,626,861
Cash and cash equivalents at end of year 49,638,770 46,941,780
Cash and cash equivalents comprise:
Cash at bank and in hand 12 982,921 366,064
Cash equivalents 12 48,655,849 46,575,716
The Notes on pages 54 to 80 form part of these Financial Statements.
58
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Financial Statements
Statement of Cash Flows for the year ended 30 September 2024
1 Company Information
The Income and Growth VCT plc is a public limited company incorporated in England, registration number 4069483. The
registered office is 5 New Street Square, London, EC4A 3TW.
2 Basis of preparation
A summary of the principal accounting policies, all of which have been applied consistently throughout the year are set out at
the start of the related disclosure throughout the Notes to the Financial Statements. All accounting policies are included
within an outlined box at the top of each relevant Note.
These Financial Statements have been prepared in accordance with applicable United Kingdom accounting standards,
including Financial Reporting Standard 102 (“FRS102”), with the Companies Act 2006 and the 2014 Statement of
Recommended practice, ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (‘the SORP’)
(updated in July 2022) issued by the Association of Investment Companies (“AIC”).
The Company has a number of financial instruments which are disclosed under FRS102 s11/12 as shown in Note 16.
After performing the necessary enquiries, the Directors have undertaken an assessment of the Company’s ability to meet its
liabilities as they fall due. The Company has significant cash and liquid resources and no external debt or capital
commitments. The Company’s cash flow forecasts, which consider levels of anticipated new and follow -on investment, as
well as investment income and annual running cost projections, are discussed at each quarterly Board meeting and, in
particular, have been considered in light of the current economic environment and the impact of the recent merger. Following
this assessment, the Directors have a reasonable expectation that the Company will have adequate resources to continue to
meet its liabilities for at least 12 months from the date these Financial Statements are approved. The assessment covers the
period from January 2025 to January 2026. The Directors therefore consider the preparation of these Financial Statements
on a going concern basis to be appropriate.
3 Income
Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on
unquoted equity shares are brought into account when the Company’s right to receive payment is established and there
is no reasonable doubt that payment will be received.
Interest income on loan stock is accrued on a daily basis. Provision is made against this income where recovery is
doubtful or where it will not be received in the foreseeable future. Where the loan stocks only require interest or a
redemption premium to be paid on redemption, the interest and redemption premium is recognised as income or capital
as appropriate once redemption is reasonably certain. When a redemption premium is designed to protect the value of
the instrument holder’s investment rather than reflect a commercial rate of revenue return the redemption premium is
recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in
nature on a company by company basis. Accordingly, the redemption premium recognised in the year ended
30 September 2024 has been classified as capital and has been included within realised gains on investments.
59
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
Notes to the Financial Statements for the year ended 30 September 2024
3 Income (continued)
2024
£
2023
£
Income from bank deposits 208,775 142,671
Income from investments
– from equities 47,465 639,455
– from OEIC funds 1,828,492 1,830,390
– from loan stock 632,724 584,118
2,508,681 3,053,963
Total income 2,717,456 3,196,634
Total income comprises
Revenue dividends received 1,875,957 2,469,845
Interest 841,499 726,789
Total Income 2,717,456 3,196,634
Total loan stock interest due but not recognised in the year was £471,342 (2023: £496,833) due to uncertainty over its
recoverability. The decrease is due to three companies resuming interest payments again, partially offset by the roll up of the
interest within the valuation of two investee companies.
4 Investment Adviser’s fees and performance fees
25% of the Investment Adviser’s fees are charged to the revenue column of the Income Statement, while 75% is charged
against the capital column of the Income Statement. This is in line with the Board’s expected long-term split of returns
from the investment portfolio of the Company.
100% of any performance incentive fee payable for the year is charged against the capital column of the Income
Statement, as it is based upon the achievement of capital growth.
a) Investment Adviser’s fees
Revenue Capital Total Revenue Capital Total
2024 2024 2024 2023 2023 2023
£ £ £ £ £ £
Gresham House Asset
Management Limited 694,934 2,084,801 2,779,735 633,681 1,901,042 2,534,723
Under the terms of a revised Investment Management Agreement dated 18 June 2024 (effective from the date of the
acquisition of Mobeus Income & Growth 4 VCT plc on 26 July 2024), Gresham House Asset Management Limited provides
investment advisory, administrative and company secretarial services to the Company, for a fee of 2% per annum of closing
net assets, paid in advance, calculated on a quarterly basis by reference to the net assets at the end of the preceding quarter
(prior to 26 July 2024: 2.4%), plus a fixed fee of £215,080 per annum (prior to 26 July 2024: minimum and maximum limits of
£150,000 and £170,000 per annum respectively) and subject to annual increases in RPI (RPI increases are currently being
waived until otherwise agreed by the Board), the latter inclusive of VAT.
60
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Financial Statements
Notes to the Financial Statements for the year ended 30 September 2024
The Investment Adviser’s fee includes provision for a cap on expenses excluding exceptional items, performance incentive
fees and trail commission set at 3.0% of closing net assets at the year-end. In accordance with the Investment Management
Agreement, any excess expenses are borne by the Investment Adviser. The excess expenses during the year amounted to
£nil (2023: £nil).
In line with common practice, Gresham House retains the right to charge arrangement and syndication fees and directors’ or
monitoring fees to companies in which the Company invests. The Investment Adviser received fees totalling £621,464 during
the period ended 30 September 2024 (2023: £394,195), being £206,037 (2023: £82,092) for advisory and arrangement fees
and £415,427 (2023: £312,103) for acting as Non-Executive Directors on a number of investee company boards. These fees
attributable to the Company are proportionate to the investment allocation applicable to the Company which applied at the
time of each investment. These figures are not part of these financial statements.
Incentive agreement
Under a Performance Inventive Agreement dated 18 June 2024, a performance incentive fee will be payable by the Company
to Gresham House in respect of each Financial Period commencing on or after 1 October 2024 where the Company has
achieved an average annual NAV total return per Share over a five year period (Average Total Return) in excess of an average
annual hurdle over that five year period (Average Annual Hurdle). If the Average Annual Hurdle is met in respect of a Financial
Year, Gresham House would be entitled to an amount equal to 15% of the amount by which the Average Total Return exceeds
the Average Annual Hurdle on a Per Share Basis, but subject to the Annual PIF Cap.
For these purposes:
‘
Financial Period
’ means each financial period of the Company (save that, for the purposes of the Company, a financial period
prior to the Financial Period commencing on 1 October 2024 will be assumed to be a 12 month period ended on
30September in each year reflecting the change to its accounting reference date).
‘
Average Total Return
’ means the movement in NAV per Share over a period covering the relevant Financial Period and the
four preceding Financial Periods (Five Year Period), plus cumulative dividends per Share paid during that Five Year Period,
divided by five.
‘
Average Annual Hurdle
’ means an average annual return across the Five Year Period on the NAV per Share at the beginning
of the Five Year Period of the higher of (i) 6% per annum and (ii) the weighted average of the Bank of England base rate plus
2% at the end of each month during the Five Year Period.
Per Share Basis
’ means the average number of Ordinary Shares in issue during the Five Year Period (mean average of the
Financial Year-end positions during the relevant Five Year Period), and, in respect of Financial Periods prior to the Merger
having taken place, taking into account the Target VCT’s share capital on an equivalent basis and the number of
Consideration Shares that would have been in issue based on the Merger Ratio (so as to give an average historic Enlarged
VCT position).
‘
Annual PIF Cap
’ means an amount equal to a cap of 1.25% of the VCT’s net assets as at the end of the relevant Financial
Period. Any performance incentive fee shall be calculated and paid in cash within 30 business days following the date of
publication by the Enlarged Acquirer VCT of its annual report and financial statements for the relevant Financial Period. Any
amount in excess of the PIF Cap will not, for the avoidance of doubt, be carried forward to any subsequent calculation period.
The first Financial Period to which the performance incentive fee will apply will be the financial period starting on 1 October
2024. The performance would be measured from 1 October 2020 to 30 September 2025 and, if a payment is due, would be
paid following the publication of the Company’s annual report and financial statements for the year ending 30 September
2025.
b) Offer for Subscription fees
2024
£m
2023
£m
Funds raised by the Company - 21.17
Offer costs payable to Gresham House at 3.00% of funds raised by I&G VCT - 0.64
61
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
5 Other expenses
All expenses are accounted for on an accruals basis. Expenses are charged wholly to revenue, with the exception of
expenses incidental to the acquisition or disposal of an investment, which are written off to the capital column of the
Income Statement or deducted from the disposal proceeds as appropriate.
2024
£
2023
£
Directors’ remuneration (including NIC of £13,386 (2023: £7,449) (Note a) 150,397 128,207
IFA trail commission (11,203) 120,067
Broker’s fees 12,019 12,000
Auditor's fees – Audit of company (excluding VAT) 55,650 50,000
VCT monitoring fees 10,800 10,800
Registrar's fees 71,494 83,554
Custody fees 5,473 13,203
Printing 60,073 46,130
Legal & professional fees 39,021 26,863
Directors' insurance 13,213 14,414
Listing and regulatory fees 89,330 76,724
Sundry 4,768 26,477
Other expenses 501,035 608,439
Notes:
a) Directors’ remuneration is a related party transaction, see analysis of Directors’ fees payable and their interests in the
shares of the Company in the Directors’ Remuneration Report on pages 45 to 47, which excludes NIC included above.
The key management personnel are the four Non-Executive Directors. The Company has no employees. £nil is
outstanding and due to the Directors at 30 September 2024 (2023: £nil).
6 Taxation on ordinary activities
The tax expense for the year comprises current tax and is recognised in profit or loss. The current income tax charge is
calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.
Any tax relief obtained in respect of adviser fees allocated to capital is reflected in the capital reserve – realised and a
corresponding amount is charged against revenue. The tax relief is the amount by which corporation tax payable is
reduced as a result of these capital expenses.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet
date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the
future have occurred at the balance sheet date. Timing differences are differences between the Company’s taxable profits
and its results as stated in the financial statements that arise from the inclusion of gains and losses in the tax assessments
in periods different from those in which they are recognised in the Financial Statements.
Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing differences
are expected to reverse based on tax rates and laws that have been enacted or substantively enacted at the balance
sheet date. Deferred tax is measured on a non-discounted basis.
A deferred tax asset would be recognised only to the extent that it is more likely than not that future taxable profits will be
available against which the asset can be utilised.
62
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
6 Taxation on ordinary activities (continued)
2024
Revenue
£
2024
Capital
£
2024
Total
£
2023
Revenue
£
2023
Capital
£
2023
Total
£
a) Analysis of tax charge:
UK Corporation tax on profits/(losses) for
the year 368,505 (368,505) - 289,930 (289,930) -
Total current tax charge/(credit) 368,505 (368,505) - 289,930 (289,930) -
Corporation tax is based on a rate of
25.0% (2023: 22.0%)
b) Profit/(loss) on ordinary activities
before tax 1,367,792
(372,368)
995,424 1,954,514 3,531,050 5,485,564
Profit/(loss) on ordinary activities
multiplied by main company rate of
corporation tax in the UK of 25.0%
(2023: 22.0%) 341,948 (93,092) 248,856 429,993 776,831 1,206,824
Effect of:
UK dividends (11,866) - (11,866) (140,680) - (140,680)
Net investment portfolio gains not taxable - (428,108) (428,108) - (1,195,060) (1,195,060)
Unrelieved expenditure 38,424 - 38,424 617 - 617
Losses not utilised - 152,694 152,694 - 128,299 128,299
Actual current tax charge 368,506 (368,506) - 289,930 (289,930) -
Tax relief relating to Investment Adviser fees is allocated between revenue and capital where such relief can be utilised. No
asset or liability has been recognised for deferred tax in relation to capital gains or losses on revaluing investments as the
Company is exempt from corporation tax in relation to capital gains or losses as a result of qualifying as a Venture Capital
Trust.
There is no potential liability to deferred tax (2023: £nil). Unrelieved management fees, which are available to be carried
forward and set off against future taxable income, amounted to £9,217,000 (2023: £8,624,000). The deferred tax asset,
calculated at a rate of 25%, of £2,304,000 (2023: £2,156,000) is not recognised because the Company may not generate
sufficient taxable income in the foreseeable future to utilise these expenses.
As part of the tax changes from April 2023, the corporation tax rate increased by a third from 19% to 25% for the largest
businesses from 1 April and full expensing is available for three years. The corporation tax rate increased to 25% in 2024
(2023: marginal tax rate of 22%).
63
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
7 Basic and diluted earnings per share
2024
£
2023
£
Total earnings after taxation: 995,424 5,485,564
Basic and diluted earnings per share (Note a) 0.57p 3.66p
Revenue earnings from ordinary activities after taxation 999,287 1,664,584
Basic and diluted revenue earnings per share (Note b) 0.57p 1.11p
Net investment portfolio gains 1,712,433 5,432,092
Capitalised Investment Adviser fees and performance fees less taxation (1,716,296) (1,611,112)
Total capital capital (losses)/earnings (3,863) 3,820,980
Basic and diluted capital earnings per share (Note c) 0.00p 2.55p
Weighted average number of shares in issue in the year 176,030,526 149,999,941
Notes:
a) Basic earnings per share is total earnings after taxation divided by the weighted average number of shares in issue.
b) Revenue earnings per share is the revenue earnings after taxation divided by the weighted average number of shares in issue.
c) Capital earnings per share is the total capital earnings after taxation divided by the weighted average number of shares in issue.
d) There are no instruments that will increase the number of shares in issue in future. Accordingly, the above figures currently represent
both basic and diluted returns.
8 Dividends paid and payable
Dividends payable are recognised as distributions in the financial statements when the Company’s liability to pay them
has been established. This liability is established for interim dividends when they are paid, and for final dividends when
they are approved by the Shareholders, usually at the Company’s Annual General Meeting.
The Company’s status as a VCT means it has to comply with Section 259 of the Income Tax Act 2007, which requires that
no more than 15% of the income from shares and securities in a year can be retained from the revenue available for
distribution for the year. Accordingly, the Board is required to determine the amount of minimum income dividend.
Amounts recognised as distributions to equity shareholders in the year:
Dividend Type
For the year ended
30 September
Pence
per share Date Paid
2024
£
2023
£
Interim Income 2022 0.75p 07 November 2022 - 972,003
Interim Capital 2022 2.50p 07 November 2022 - 3,240,014
Interim Special 2022 0.75p 07 November 2022 - 972,003
Interim Income 2023 1.00p 26 May 2023 - 1,548,551
Interim Capital 2023 1.00p 26 May 2023 - 1,548,551
Interim Special 2023 2.00p 26 May 2023 - 3,097,102
Interim Capital 2023 4.00p 07 November 2023 6,190,703 -
Interim Special 2023 3.00p 07 November 2023 4,643,027 -
Interim Income 2024 0.75p 07 June 2024 1,163,900 -
Interim Special 2024 2.25p 07 June 2024 3,491,697 -
15,489,327 11,378,224
For the year ended 30 September 2024 £15,489,327 (2023: £11,378,224) disclosed above differs to that shown in the
Statement of Cash Flows of £12,684,997 (2023: £9,309,890) due to £2,804,330 (2023: £2,068,334) of new shares issued as
part of the Company’s Dividend Investment Scheme.
Any proposed final dividend is subject to approval by Shareholders at the Annual General Meeting and has not been
included as a liability in these financial statements.
64
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
Set out below are the total income dividends payable in respect of the financial year, which is the basis on which the
requirements of section 274 of the Income Tax Act 2007 are considered.
2024
Revenue
£
2024
Capital
£
2024
Total
£
2023
Revenue
£
2023
Capital
£
2023
Total
£
Proposed distribution to equity holders
at the year-end
Second interim dividend for the year
ended 30 September 2024 of 3.00p per
ordinary share, of which 3.00p is special
- 7,995,310 7,995,310 - - -
Second interim dividend for the year
ended 30 September 2023 of 7.00p per
ordinary share, of which 7.00p is special
- - - - 10,833,689 10,833,689
Recognised income distributions in the Financial Statements for the year
2024
£
2023
£
Revenue available for distribution by way of dividends for the year 999,287 1,664,584
Interim income dividend for the year - 0.75p (2023: 1.00p) 1,163,900 1,548,551
Total income dividends for the year 1,163,900 1,548,551
65
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
9 Investments at fair value
The most critical estimates, assumptions and judgements relate to the determination of the carrying value of investments at
“fair value through profit and loss” (FVTPL). All investments held by the Company are classified as FVTPL and measured in
accordance with the International Private Equity and Venture Capital Valuation (“IPEV”) guidelines, as updated in December
2022. This classification is followed as the Company’s business is to invest in financial assets with a view to profiting from their
total return in the form of capital growth and income.
Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.
For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock
Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted
investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time
frame determined by the relevant market. Where the terms of a disposal state that consideration may be received at some
future date and, subject to the conditionality and materiality of the amount of deferred consideration, an estimate of the fair
value discounted for the time value of money may be recognised through the Income Statement. In other cases, the proceeds
will only be recognised once the right to receive payment is established and there is no reasonable doubt that payment will
be received.
Unquoted investments are stated at fair value by the Directors at each measurement date in accordance with appropriate
valuation techniques, which are consistent with the IPEV guidelines:
(i) Each investment is considered as a whole on a ‘unit of account’ basis, i.e. that the value of each portfolio company is
considered as a whole, alongside consideration of:-
The price of new or follow-on investments made, if deemed to be made as part of an orderly transaction, are considered
to be at fair value at the date of the transaction. The inputs that derived the investment price are calibrated within
individual valuation models and at subsequent measurement dates, are reconsidered for any changes in light of more
recent events or changes in light of more recent events or changes in the market performance of the investee company.
The valuation bases used are the following:
- a multiple basis. The enterprise value of the investment may be determined by applying a suitable price-earnings
ratio, revenue or gross profit multiple to that company’s historic, current or forecast earnings before interest, tax,
depreciation and amortisation, or revenue, or gross profit (the ratio used being based on a comparable sector but
the resulting value being adjusted to reflect points of difference identified by the Investment Adviser compared to
the sector including, inter alia, scale and liquidity); or:
- where a company’s underperformance against plan indicates a diminution in the value of the investment, provision
against cost is made, as appropriate.
(ii) Premiums, to the extent that they are considered capital in nature, and that they will be received upon repayment of loan
stock investments are accrued at fair value when the Company receives the right to the premium and when considered
recoverable.
(iii) Where a multiple or the price of recent investment less impairment basis is not appropriate and overriding factors apply, a
discounted cash flow, net asset valuation, realisation proceeds or a weighted average of these bases may be applied.
The methodology applied takes account of the nature, facts and circumstances of the individual investment and uses
reasonable data, market input, assumptions and estimates in order to ascertain fair value. Methodologies are applied
consistently each year except where a change results in a better estimate of fair value.
Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation
reserves and movements in the period are shown in the Income Statement.
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the
Income Statement.
The key judgements for the Directors are in relation to identifying the most appropriate valuation methodologies for
estimating the fair value of unquoted investments. The most relevant methodologies applied are explained above. A further
key judgement made related to investments that are permanently impaired. Where the value of an investment has fallen
permanently below the price of recent investment, the loss is treated as a permanent impairment and a realised loss, even
though the investment is still held. 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 apply to those market comparables;
- determining maintainable earnings or revenues; or
- identifying surplus cash.
The methods of fair value measurement are classified into hierarchy based on the reliability of the information used to
determine the valuation.
- Level 1 – Fair value is measured based on quoted prices in an active market.
- Level 2 – Fair value is measured based on directly observable current market prices or indirectly being derived from market
prices.
- Level 3 - Fair value is measured using valuation techniques using inputs that are not based on observable market data.
66
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
Movements in investments during the year are summarised as follows:
Traded on
AIM
£
Unquoted
equity
shares
£
Unquoted
preference
shares
£
Unquoted
Loan Stock
£
Total
£
Cost at 30 September 2023 1,119,169 38,027,817 2,681,854 10,295,278 52,124,118
Unrealised gains/(losses) at 30 September 2023 5,056,072 25,837,847 493,410 (2,557,775) 28,829,554
Permanent impairment at 30 September 2023 (500,000) (6,557,049) (1,955) (1,172,283) (8,231,287)
Valuation at 30 September 2023 5,675,241 57,308,615 3,173,309 6,565,220 72,722,385
Purchases at cost - 6,472,991 - 2,487,025 8,960,016
Investments acquired as part of acquisition of assets
and liabilities of Mobeus Income & Growth 4 VCT plc
at fair value (see Note) 1,989,792 43,588,333 3,275,645 7,580,174 56,433,944
Sale proceeds (Note a) - (3,876,057) - - (3,876,057)
Reclassification at value (Note b) - - 166,200 (166,200) -
Net realised losses on investments (Note a) - (229,794) - - (229,794)
Net unrealised (losses)/gains on investments (Note c) (767,047) 146,320 717,605 1,845,349 1,942,227
Valuation at 30 September 2024 6,897,986 103,410,408 7,332,759 18,311,568 135,952,721
Cost at 30 September 2024 3,108,961 84,939,891 6,123,398 20,196,277 114,368,527
Unrealised gains/(losses) at 30 September 2024 4,289,025 24,306,187 1,211,027 (712,426) 29,093,813
Permanent impairment at 30 September 2024 (Note d)
(500,000) (5,835,670) (1,666) (1,172,283) (7,509,619)
Valuation at 30 September 2024 6,897,986 103,410,408 7,332,759 18,311,568 135,952,721
Note: The original cost of these assets in the books of Mobeus Income & Growth 4 VCT plc was £38,711,645 being £17,722,299
less than the transfer at fair value shown above.
Net realised losses on investments of £(229,794) together with net unrealised gains on investments of £1,942,227 equal net
investment portfolio gains of £1,712,433 as shown in the Income Statement.
A full breakdown of the increases and decreases in unrealised valuations of the portfolio is seen in the Investment Portfolio
Summary on pages 54 to 80.
67
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
9 Investments at fair value (continued)
Note a) Disposals of investment portfolio companies during the year were:
Company Type
Investment
Cost
£
Disposal
Proceeds
£
Valuation at
30 September
2023
£
Realised
loss in year
£
Master Removers Group 2019 Limited
(trading as Anthony Ward Thomas,
Bishopsgate and Aussie Man & Van) Partial disposal 414,521 3,875,411 3,875,411 -
Bleach London Holdings Limited Full disposal 1,332,831 646 164,206 (163,560)
Muller EV Limited (trading as Andersen
EV) Liquidation 950,997 - - -
Jablite Holdings Limited (in members’
voluntary liquidation)
Liquidation 451,201 - - -
Northern Bloc Ice Cream Limited
Permanent
impairment - - - (66,234)
3,149,550 3,876,057 4,039,617 (229,794)
Note b) The amount of £166,200 transferred to unquoted preference shares represents loan stock converted during the year.
Note c) Within net unrealised gains of £1,942,227 for the year, the significant increases in value compared to last year were as
follows: £1,821,389 in Veritek Global Holdings Limited, £1,226,236 in Aquasium Technology Limited, £1,194,630 in Data Discovery
Solutions Limited (trading as Active Navigation), £1,154,437 in Preservica Limited, and £948,124 in Caledonian Leisure Limited.
These gains were partially offset by unrealised losses in valuation compared to last year, including: £(3,264,428) in My TutorWeb
Limited (trading as MyTutor), £(1,053,821) in Bella & Duke Limited, and £(658,070) in Dayrize B.V.
Note d) During the year, permanent impairments of the cost of investments have decreased from £8,231,287 to £7,509,619. The
decrease of £721,668 is due to the removal of two companies that were impaired in a previous year and have been liquidated in
the year partially offset by the impairment of one company.
68
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
10 Significant interests
At 30 September 2024 the Company held significant investments, amounting to 3% or more of the equity capital of an
undertaking, in the following companies:
Total investment
(at cost)
I&G VCT
(% of equity)
% of equity held
by all funds
managed and
advised by
Gresham House
1
£ %
Preservica Limited 19,963,789 31.1% 57.8%
MPB Group Limited 8,837,644 7.3% 13.7%
Data Discovery Solutions Limited (trading as Active Navigation) 8,150,983 23.3% 44.0%
My Tutorweb Limited (trading as MyTutor) 6,125,447 13.3% 24.1%
Vivacity Labs Limited 4,329,117 16.8% 32.5%
Arkk Consulting Limited (trading as Arkk Solutions) 4,277,485 15.9% 30.1%
End Ordinary Group Limited (trading as Buster & Punch) 3,873,271 18.4% 34.6%
Manufacturing Services Investment Limited (trading as Wetsuit Outlet) 3,855,651 15.2% 27.5%
Bella & Duke Limited 3,652,342 10.9% 21.2%
RotaGeek Limited 3,368,396 10.0% 18.9%
CGI Creative Graphics International Limited 2,604,516 14.7% 26.9%
Legatics Holdings Limited 2,500,135 14.9% 28.5%
Veritek Global Holdings Limited 2,072,630 28.2% 50.0%
Rapunzel Newco Limited (trading as Virgin Wines plc) 2,055,080 20.1% 41.6%
Orri Limited 1,983,951 11.1% 38.3%
Caledonian Leisure Limited 1,946,114 15.6% 30.0%
Connect Childcare Limited 1,891,197 5.3% 10.6%
OnSecurity Technology Limited 1,858,441 5.7% 20.0%
Spanish Restaurant Group Limited (trading as Tapas Revolution
(in administration) 1,630,233 15.7% 29.0%
IPV Limited 1,419,289 13.9% 26.5%
Proximity Insight Holdings Limited 1,415,000 5.8% 20.4%
Pet's Kitchen Limited (trading as Vets' Klinic) 1,283,326 10.6% 20.0%
Cognassist UK Limited 1,223,012 6.5% 22.2%
Branchspace Limited 1,077,451 7.3% 25.5%
Dayrize B.V. 987,034 9.6% 31.3%
Mable Therapy Limited 948,538 10.7% 34.3%
Azarc.io 816,340 6.5% 23.1%
BookingTek Limited 779,155 8.1% 14.9%
Northern Bloc Ice Cream Limited 662,340 5.2% 12.9%
Kudos Innovations Limited 472,500 5.8% 10.9%
Master Removers Group 2019 Limited (trading as Anthony Ward Thomas,
Bishopsgate and Aussie Man & Van) 401,864 16.3% 29.7%
SEC Group Holdings Ltd (formerly RDL Corporation Limited) 252,194 11.0% 22.5%
Aquasium Technology Limited 166,667 16.7% 16.7%
1
The percentage of equity held for these companies is the fully diluted figure in the event that, for example, management of the
investee company exercises share options where available.
It is considered that, under FRS102 s9.9, “Consolidated and Separate Financial Statements”, the above investments are held as
part of an investment portfolio and that accordingly, their value to the Company lies in their marketable value as part of that
portfolio and as such are not required to be consolidated. Also, the above investments are considered to be held as part of an
investment portfolio and are accounted for in accordance with FRS102 14.4B.
69
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
11 Debtors
2024
£
2023
£
Amounts due within one year:
Accrued income 340,072 284,637
Prepayments 25,525 25,785
365,597 310,422
12 Current asset investments and Cash at bank
Cash equivalents, for the purposes of the Statement of Cash Flows, comprise bank deposits repayable on up to three months’
notice and funds held in OEIC money-market funds. Current asset investments are the same but also include bank deposits that
mature after three months. The OEIC money-market funds are measured at amortised costs. Please see the Credit risk section
of Note 16 on page 73 for a breakdown of Cash and Cash equivalents, along with the credit ratings of the liquidity investments.
Current asset investments are disposable without curtailing or disrupting the business and are readily convertible into known
amounts of cash at their carrying values at immediate or up to one year’s notice. Cash, for the purposes of the Statement of
Cash Flows is cash held with banks in accounts subject to immediate access. Cash at bank in the Balance Sheet is the same.
2024
£
2023
£
OEIC Money-market funds 48,655,849 46,575,716
Cash equivalents per Statement of Cash Flows 48,655,849 46,575,716
Bank deposits that mature after three months but are not immediately repayable 3,151,769 3,151,769
Current asset investments 51,807,618 49,727,485
Cash at bank 982,921 366,064
13 Creditors: amounts falling due within one year
2024
£
2023
£
Trade creditors 35,700 62,631
Accruals 377,490 285,939
413,190 348,570
70
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
14 Called up share capital
2024
£
2023
£
Allotted, called-up and fully paid:
Ordinary Shares of 1p each: 266,136,776 (2023: 154,766,933) 2,661,367 1,547,669
Total 2,661,367 1,547,669
The Company issued 111,563,043 Ordinary shares to former shareholders in Mobeus Income & Growth 4 VCT plc, as more fully
explained in Note 18.
During the year, the Company purchased 4,163,732 (2023: 3,975,746) of its own ordinary shares for cash (representing 2.7%
(2023: 3.1%) of the ordinary shares in issue at the start of the year) at the prevailing market price for a total cost of £2,871,223
(2023: £2,982,413). The shares bought back were subsequently cancelled.
Under the terms of the Dividend Investment Scheme, a total of 3,970,532 (2023: 2,674,764) ordinary shares were allotted during
the year for a total consideration of £2,804,328 (2023: £2,068,334).
15 Basic and diluted net asset value per share
2024 2023
Net assets 188,695,667 122,777,786
Number of shares in issue 266,136,776 154,766,933
Basic and diluted net asset value per share 70.90p 79.33p
16 Financial instruments
The Company’s financial instruments predominantly comprise investments held at fair value through profit and loss, namely
equity and preference shares and fixed and floating rate interest securities that are held in accordance with the Company’s
investment objective.
Other financial instruments are held at amortised cost comprising loans and receivables being Cash at bank, Current asset
investments and short-term debtors, and financial liabilities being creditors, all that arise directly from the Company’s
operations.
The principal purpose of these financial instruments is to generate revenue and capital appreciation for the Company’s
operations, although cash and current asset investments are held to yield revenue return only. The Company has no gearing or
other financial liabilities apart from short-term creditors. It is, and has been throughout the year under review, the Company’s
policy that no trading in derivative financial instruments shall be undertaken.
The accounting policy for determining the fair value of investments is set out in Note 9 to the Financial Statements. The
composition of investments held is shown below and in Note 9.
Loans and receivables and other financial liabilities are stated at amortised cost which the Directors consider is equivalent to
fair value.
71
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
16 Financial instruments (continued)
Classification of financial instruments
The Company held the following categories of financial instruments at 30 September 2024:
2024 2023
(Fair value) (Fair value)
£ £
Assets at fair value through profit and loss:
Investment portfolio 135,952,721 72,722,385
Loans and receivables held at amortised cost
Accrued income 340,072 284,637
Current asset investments 51,807,618 49,727,485
Cash at bank 982,921 366,064
Financial liabilities
Liabilities held at amortised cost
Other creditors (413,190) (348,570)
Total for financial instruments 188,670,142 122,752,001
Non financial instruments 25,525 25,785
Net assets 188,695,667 122,777,786
The investment portfolio principally consists of unquoted investments - 94.9%; (2023: 92.2%) and AIM quoted stocks - 5.1%;
(2023: 7.8%). The investment portfolio has a 100% (2023:100%) concentration of risk towards small UK based, sterling
denominated companies, and represents 72.0% (2023: 59.2%) of net assets at the year-end.
Current asset investments are money market funds and bank deposits which, along with Cash at bank are discussed under credit
risk below, represent 28.0% (2023: 40.8%) of net assets at the year-end.
Investment risk
The Company’s investment portfolio is made up of predominantly UK companies which are not quoted on any recognised stock
exchange, although 5.1% of the portfolio value at the year-end is held in AIM assets. The companies held in the portfolio are
usually smaller than those which are quoted on a stock exchange. They are therefore usually regarded as carrying more risk
compared to larger companies, as they are more sensitive to changes in key financial indicators, such as a reduction in its
turnover or an increase in costs. The Board is of the view that the Investment Adviser mitigates this risk as the investment in an
investee company is held as part of a portfolio of such companies so that the performance of one company does not significantly
affect the value of the portfolio as a whole. The Investment Adviser also usually only recommends companies for investment that
have a proven business model, a sound financial record and a strong management team. The Investment Adviser also usually
takes a seat on the Board of each investee company such that it is able to monitor its progress on a regular basis and contribute
to the strategic direction of the company.
There is a degree of concentration within the portfolio of assets such that over 50% of the portfolio value is represented by five
assets. The Investment Adviser continually monitors these investments which are under the responsibility of Gresham House’s
most experienced portfolio directors. Also, the valuation of these assets have been periodically validated by external valuation
firms which have provided the Board comfort that its valuation methodology is appropriate.
Liquidity risk
The investments in equity and fixed interest stocks of unquoted companies that the Company holds are not traded, and therefore
they are not readily realisable. The ability of the Company to realise the investments at their carrying value may at times not be
possible if there are no willing purchasers and, as the Company owns minority stakes, could require a number of months and the
co-operation of other Shareholders to achieve at a reasonable valuation. The Company’s ability to sell investments may also be
constrained by the requirements set down for VCTs. The maturity profile of the Company’s loan stock investments disclosed
within the consideration of credit risk below indicates that these assets are also not readily realisable until dates up to five years
from the year-end.
To counter these risks to the Company’s liquidity, the Investment Adviser maintains sufficient cash and money market funds to
meet running costs and other commitments. The Company invests its surplus funds in high quality money market funds/bank
deposits of £52,790,539 (2023: £50,093,549) which are all accessible at varying points over the next 12 months. The Board also
receives regular cash flow projections in order to manage this liquidity risk.
72
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
The table below shows a maturity analysis of financial liabilities:
<3 months 3-6 months 6-12 months over 12 months 2024 Total
Financial liabilities £ £ £ £ £
Other creditors 221,493 191,697 - - 413,190
<3 months 3-6 months 6-12 months over 12 months 2023 Total
Financial liabilities £ £ £ £ £
Other creditors 171,650 176,920 - - 348,570
The Company does not have any derivative financial liabilities.
Credit risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the
Company.
The Company’s maximum exposure to credit risk is:
2024
£
2023
£
Current asset investments 51,807,618 49,727,485
Loan stock investments 18,311,568 6,565,220
Cash at bank 982,921 366,064
Accrued income and other debtors 340,072 284,637
71,442,179 56,943,406
The Company has an exposure to credit risk in respect of the loan stock investments it has made into investee companies, most
of which have no security attached to them, and in a minority of cases, such security ranks beneath any bank debt that an
investee company may owe. The loan stock is held in companies with turnover under £50 million, which may be considered less
stable than larger, longer established businesses. The Investment Adviser undertakes extensive financial and commercial due
diligence before recommending an investment to the Board. The Investment Adviser usually takes a seat on the Board of each
investee company and the Board of the VCT receives regular updates on each company at each quarter end.
73
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
16 Financial instruments (continued)
Repayable within
2024
£
2023
£
0 to 1 year 2,421,914 144,650
1 to 2 years 4,808,386 2,506,459
2 to 3 years 3,355,379 1,757,971
3 to 4 years 1,456,127 1,989,940
4 to 5 years 6,269,762 166,200
Total 18,311,568 6,565,220
Included within loan stock investments above are loans at a carrying value of £4,272,268 (2023: £2,271,931) which are past their
repayment date but have been re-negotiated. Loans which are past their repayment date but which have not been renegotiated
have a carrying value of £3,430,023 (2023: £1,328,902). These loan stock investments are made as part of the qualifying
investments within the investment portfolio, and the risk management processes applied to the loan stock investments have
already been set out under market price risk below.
An aged analysis of the loan stock investments included above, which are past due but not individually impaired, is set out below.
The loans set out below are not individually impaired at the year end, as it is reasonable to assume that the company will recover
their value in full, given that the loans are high in the distribution ranking in the event of a sale or liquidation. For this purpose,
these loans are considered to be past due when any payment due date under the loan’s contractual terms (such as payment of
interest) is received late or missed. The loans in the table below are all considered to be past due either because interest on the
loan is outstanding or the loan has passed its contracted redemption date. We are required to report in this format and include the
full value of the loan even though, in some cases, it is only in respect of interest that they are in default.
0-6 months 6-12 months over 12 months 2024 Total
£ £ £ £
Loans to investee companies past due - - 2,848,784 2,848,784
0-6 months 6-12 months over 12 months 2023 Total
£ £ £ £
Loans to investee companies past due - - 1,934,351 1,934,351
Credit risk also arises from cash and cash equivalents, deposits with banks and amounts held in liquidity funds. There is a risk of
liquidity fund defaults such that there could be defaults within their underlying portfolios that could affect the values at which the
Company could sell its holdings. As there are five OEIC money market funds holding £48,655,849 (2023: £46,575,716) which are
all triple A rated funds, and along with bank deposits of £4,134,690 (2023: £3,517,833) at three well-known financial institutions
with a minimum credit rating of A2, credit risk is considered to be relatively low in current circumstances. The Board manages
credit risk in respect of these money market funds and cash by ensuring a spread of such investments such that none should
exceed 15% of the company’s total investment assets. The Company’s current account totalling £312,525 (2023: £366,064)
included within the balance above is held with Natwest Bank plc, so the risk of default is low.
There could also be a failure by counter-parties to deliver securities which the Company has paid for, or pay for securities which
the Company has delivered. This risk is considered to be small as most of the Company’s investment transactions are in
unquoted investments, where investments are conducted through solicitors, to ensure that payment matches delivery. In respect
of any quoted investment transactions that are undertaken, the Company uses brokers with a high credit quality, and these
trades usually have a short settlement period. Accordingly, counterparty risk is considered to be relatively low.
Market price risk
Market price risk arises from uncertainty about the future valuations of financial instruments held in accordance with the
Company’s investment objectives. These future valuations are determined by many factors but include the operational and
financial performance of the underlying investee companies, as well as market perceptions of the future performance of the UK
economy and its impact upon the economic environment in which these companies operate. This risk represents the potential
loss that the Company might suffer through holding its investment portfolio in the face of market movements, which was a
maximum of £135,952,721 (2023: £72,722,385), the fair value of the investment portfolio at the year-end.
74
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
The investments in equity and fixed interest stocks of unquoted companies that the Company holds are not traded and as such
the prices are more uncertain than those of more widely traded securities. As, in a number of cases, the unquoted investments
are valued by reference to price earnings ratios prevailing in quoted comparable sectors (discounted for points of difference from
quoted comparators), their valuations are exposed to changes in the price earnings ratios that exist in the quoted markets.
The Board’s strategy in managing the market price risk inherent in the Company’s portfolio of equities and loan stock
investments is determined by the requirement to meet the Company’s Objective, as set out on page 7. As part of the investment
management process, the Board seeks to maintain an appropriate spread of market risk, and also has full and timely access to
relevant information from the Investment Adviser. No single investment is permitted to exceed 15% of total investment assets at
the point of investment. The Investment Committee meets regularly and reviews the investment performance, financial results
and prevailing market conditions, as well as compliance with the Company’s objectives. The Company does not use derivative
instruments to hedge against market risk.
Market price risk sensitivity
The Board believes that the Company’s assets are mainly exposed to market price risk, as the Company is required to hold most
of its assets in the form of sterling denominated investments in small companies.
Although a relatively small part of these assets are quoted on AIM, nearly all of these assets are unquoted. All of the investments
made by the Investment Adviser in unquoted companies, irrespective of the instruments the Company actually holds, (whether
shares, preference shares or loan stock) carry a full market risk, even though some of the loan stocks may be secured on assets,
but behind any prior ranking bank debt in the investee company.
The Board considers that the value of investments in equity and loan stock instruments are ultimately sensitive to changes in
their trading performance (discussed under investment risk above) and to changes in quoted share prices, insofar as such
changes eventually affect the enterprise value of unquoted companies. The table below shows the impact on profit and net
assets if there were to be a 20% (2023: 20%) movement in overall share prices, and has used a 20% change in the quoted market
comparator multiple as a proxy for this.
The sensitivity analysis below assumes the actual portfolio of investments held by the Company is perfectly correlated to this
overall movement in share prices. However, Shareholders should note that this level of correlation is unlikely to be the case in
reality, particularly in the case of small, unquoted companies which may have other factors which may influence the extent of the
valuation change, e.g. a strong niche brand may limit the valuation fall compared to comparators, or may be more affected by
external market factors than larger companies. The exit environment for portfolio companies is, in the Board’s view likely to be
subdued in future, however the Board and Investment Adviser remain open to any potential offers for portfolio companies should
the circumstances be beneficial for Shareholders.
For each of the companies in the investment portfolio that are valued on a multiple basis, the calculation below has applied plus
and minus 20% to the multiple (such as earnings or revenue) derived from quoted market comparators that are used to value the
companies. The companies valued on a bid price or multiple basis represent £128.03 million (2023: £67.73 million) of the total
investment portfolio of £135.95 million (2023: £72.72 million). The remainder of the portfolio is valued at either price of recent
investment or net asset value, as shown below.
The impact of a change of 20% (2023: 20%) has been selected as this is considered reasonable given the level of volatility
observed both on a historical basis and market expectations for future movement.
Valuation Technique Base Case*
Change in
input
Change in fair value
of investments
(£’000)
Change in NAV
(pence per share)
Revenue Multiple 3.08 +20% 15,458 5.81p
-20% (15,854) (5.96p)
EBITDA Multiple 5.78 +20% 2,045 0.77p
-20% (2,045) (0.77p)
Bid price +20% 1,380 0.52p
-20% (1,380) (0.52p)
Recent Investment Price
* As detailed in the accounting policies, the base case is based on market comparables, discounted where appropriate for
marketability, in accordance with the IPEV guidelines
75
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
16 Financial instruments (continued)
Cash flow interest rate risk
The Company’s fixed and floating rate interest securities, its equity and preference equity investments and net revenue may be
affected by interest rate movements. Investments are often in relatively small businesses, which are relatively high risk
investments sensitive to interest rate fluctuations.
Due to the short time to maturity of some of the Company’s floating rate investments, it may not be possible to re-invest in assets
which provide the same rates as those currently held. The Company’s assets include fixed and floating rate interest instruments,
as shown below. The rate of interest earned is regularly reviewed by the Board, as part of the risk management processes
applied to these instruments, already disclosed under market price risk above.
The interest rate profile of the Company’s financial net assets at 30 September 2024 was:
Financial
net assets
on which no
interest paid
Fixed rate
financial
assets
Variable rate
financial
assets
Total Weighted
average
interest rate
Average
period to
maturity
£ £ £ £ % (years)
Equity shares 110,308,394 - - 110,308,394
Preference shares - 7,332,759 - 7,332,759 5.5% 1.7
Loan stocks - 14,869,377 3,442,191 18,311,568 6.6% 2.1
Current asset investments - - 51,807,618 51,807,618 5.2% 0.0
Cash - - 982,921 982,921 0.5% -
Debtors 340,072 - - 340,072
Creditors (413,190) - - (413,190)
Total for financial instruments 110,235,276 22,202,136 56,232,730 188,670,142
Other non financial assets 25,525 - - 25,525
Net assets 110,260,801 22,202,136 56,232,730 188,695,667
The interest rate profile of the Company’s financial net assets at 30 September 2023 was:
Financial
net assets
on which no
interest paid
Fixed rate
financial
assets
Variable rate
financial
assets
Total Weighted
average
interest rate
Average
period to
maturity
£ £ £ £ % (years)
Equity shares 62,983,856 - - 62,983,856
Preference shares - 3,173,309 - 3,173,309 4.2% 2.7
Loan stocks - 6,565,220 - 6,565,220 5.6% 2.9
Current asset investments - - 49,727,485 49,727,485 5.2% -
Cash - - 366,064 366,064 1.5% -
Debtors 284,637 - - 284,637
Creditors (348,570) - - (348,570)
Total for financial instruments 62,919,923 9,738,529 50,093,549 122,752,001
Other non financial assets 25,785 - - 25,785
Net assets 62,945,708 9,738,529 50,093,549 122,777,786
Note: Weighted average interest rates above are derived by calculating the expected annual income that would be earned on
each asset (but only for those sums that are currently regarded as collectible and would therefore be recognised), divided by the
values for each asset class at the balance sheet date.
Variable rate cash earns interest based on SONIA rates.
76
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
The Company’s investments in equity shares and similar instruments have been excluded from the interest rate risk profile as
they have no maturity date and would thus distort the weighted average period information.
Cash flow interest rate sensitivity
Although the Company holds investments in loan stocks that pay interest, the Board does not consider it appropriate to assess
the impact of interest rate changes in isolation upon the value of the unquoted investment portfolio, as interest rate changes are
only one factor affecting the market price movements that are discussed above under market price risk. However, as the
Company has a substantial proportion of its assets in cash and money market funds, the table below shows the sensitivity of
income earned to changes in interest rates in these instruments:
2024
Profit and
net assets
£
2023
Profit and
net assets
£
If interest rates increased/(decreased) by 5% (2023: 5%), with all other variables
held constant – increase/(decrease)
2,108,727 /
(2,108,727)
1,953,648 /
(1,953,648)
Increase/(decrease) in earnings, and net asset value, per Ordinary share (in pence) 0.79p / (0.79)p 1.26p / (1.26)p
Currency risk
All assets and liabilities are denominated in sterling and therefore there is no currency risk.
Fair value hierarchy
The table below sets out fair value measurements using FRS 102 s11.27 fair value hierarchy.
Financial assets at fair value through profit Level 1 Level 2 Level 3 Total
At 30 September 2024 £ £ £ £
Equity investments 6,897,986 - 103,410,408 110,308,394
Preference shares - - 7,332,759 7,332,759
Loan stock investments - - 18,311,568 18,311,568
Total 6,897,986 - 129,054,735 135,952,721
Financial assets at fair value through profit Level 1 Level 2 Level 3 Total
At 30 September 2023 £ £ £ £
Equity investments 5,675,241 - 57,308,615 62,983,856
Preference shares - - 3,173,309 3,173,309
Loan stock investments - - 6,565,220 6,565,220
Total 5,675,241 - 67,047,144 72,722,385
77
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
16 Financial instruments (continued)
There are currently no financial liabilities at fair value through profit and loss.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value
measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
The valuation techniques used by the company are explained in the accounting policies in Note 9 to these Financial Statements.
A reconciliation of fair value measurements in Level 3 is set out below:
Equity
investments
Preference
shares
Loan stock
investments Total
£ £ £ £
Opening balance at 1 October 2023 57,308,615 3,173,309 6,565,220 67,047,144
Purchases 6,472,991 - 2,487,025 8,960,016
Investments acquired as part of acquisition of assets and
liabilities of MIG 4 VCT plc at fair value (see Note) 43,588,333 3,275,645 7,580,174 54,444,152
Sales (3,876,057) - - (3,876,057)
Reclassification at value - 166,200 (166,200) -
Total (losses)/gains included in Income Statement: -
- on assets sold (229,794) - - (229,794)
- on assets held at the year-end 146,320 717,605 1,845,349 2,709,274
Closing balance at 30 September 2024 103,410,408 7,332,759 18,311,568 129,054,735
As detailed in the accounting policy for Note 9, where investments are valued on an earnings- multiple basis, the main input used
for this basis of valuation is a suitable price-earnings ratio taken from a comparable sector on the quoted market, which is then
appropriately adjusted for points of difference. Thus any change in share prices can have a significant effect on the fair value
measurements of the Level 3 investments, as they may not be wholly offset by the adjustment for points of difference.
Level 3 unquoted equity and loan stock investments are valued in accordance with the IPEV guidelines as follows:
30 September 2024
£
30 September 2023
£
Valuation methodology
Multiple of revenues 88,608,473 41,966,426
Multiple of gross margin 17,543,335 9,403,839
Multiple of earnings 14,984,728 10,689,033
Asset value supporting security held 3,677,598 -
Cost less impairment 3,376,534 2,250,457
Estimated realisation proceeds 820,498 -
Average share price 43,569 25,302
Recent investment price subsequently calculated as appropriate - 2,712,087
Total 129,054,735 67,047,144
78
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
The unquoted equity investments had the following movements between valuation methodologies between 30 September 2023
and 30 September 2024:
Change in valuation methodology
(2023 to 2024)
Carrying value as at
30 September 2024
£ Explanatory note
Recent investment price to cost less impairment
basis
1,860,855 Cost less impairment is a more appropriate basis for
determining fair value.
Multiple basis to cost less impairment basis 1,059,932 Cost less impairment is a more appropriate basis for
determining fair value.
Recent investment price to multiple basis 948,538
Sufficient time has elapsed since investment to move
to a more appropriate basis for determining value.
The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial
health of the investment and the December 2022 IPEV guidelines. The Directors believe that, within these parameters, these are
the most appropriate methods of valuation which would be reasonable as at 30 September 2024.
17 Management of capital
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern, so that
it can continue to provide returns for Shareholders and to provide an adequate return to Shareholders by allocating its capital to
assets commensurate with the level of risk.
By its nature, the Company has an amount of capital, at least 80% (as measured under the tax legislation) of which is and must be,
and remain, invested in the relatively high risk asset class of small UK companies within three years of that capital being
subscribed. The Company accordingly has limited scope to manage its capital structure in the light of changes in economic
conditions and the risk characteristics of the underlying assets. Subject to this overall constraint upon changing the capital
structure, the group may adjust the amount of dividends paid to Shareholders, return capital to Shareholders, issue new shares,
or sell assets if so required to maintain a level of liquidity to remain a going concern.
Although, as the Investment Policy implies, the Board would consider levels of gearing, there are no current plans to do so. It
regards the net assets of the Company as the Company’s capital, as the level of liabilities are small and the management of them
is not directly related to managing the return to Shareholders. There has been no change in this approach from the previous year.
18 Acquisition of assets and liabilities of Mobeus Income & Growth 4 VCT plc
On 26 July 2024, the assets and liabilities of Mobeus Income & Growth 4 VCT plc were transferred to the Company in exchange
for the issue of a further 111,563,043 Ordinary Shares in the Company, at a total value of £80,712,057. Subsequently and on the
same day, Mobeus Income & Growth 4 VCT plc was placed into members’ voluntary liquidation pursuant to a scheme of
reconstruction under section 110 of the Insolvency Act 1986.
The net asset values per share of each fund used for the purposes of conversion at the calculation date of 25 July 2024, and the
resultant conversion ratios into Ordinary Shares were:
NAV per share
(pence)
Conversion ratio
applied to Mobeus
Income & Growth
4 VCT plc Ordinary
Shares to obtain new
number of Mobeus
Income & Growth VCT
plc Ordinary Shares
The Income & Growth VCT plc 72.34659061 1.0
Mobeus Income & Growth 4 VCT plc 73.21094543 1.01194741
Share certificates reflecting the new shareholdings totalling 111,563,043 Ordinary Shares in The Income & Growth VCT plc were
sent to Shareholders on 9 August 2024.
Based upon estimated total merger costs of £614,229 to merge the Company with Mobeus Income & Growth 4 VCT plc, the
Company’s share of these costs is £387,073. This includes £233,378 of stamp duty, charged to the share premium account, as
shown in The Statement of Changes in Equity. £153,695 is disclosed as merger costs in the Income Statement and a balance of
£32,877 relates to further merger expenses not yet invoiced.
79
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Financial Statements
19 Related parties
During the year, Gresham House Asset Management Ltd received fees totalling £621,464 (2023: £394,195) during the year ended
30 September 2024, being £206,037 (2023: £82,092) for arrangement fees, and £415,427 (2023: £312,103) of directors’ fees for
services provided to companies in the investment portfolio.
20 Segmental analysis
The operations of the Company are wholly in the United Kingdom, from one class of business.
21 Post balance sheet events
On 1 October 2024, the Company allotted 39,623,337 Ordinary Shares at prices of between 71.13 and 75.48 pence per share
raising net funds of £27.5m under the Offer for Subscription launched on 2 September 2024.
On 2 October 2024, further proceeds of £0.82 million were received in respect of the sale of Master Removers Group 2019
Limited (trading as Anthony Ward Thomas, Bishopsgate and Aussie Man & Van) as part of the terms of the transaction in February
2024.
On 25 October 2024, a new investment of £0.54 million was made into Mobility Mojo Limited.
On 28 October 2024, the Company allotted 22,939,334 Ordinary Shares at prices of between 71.13 and 74.57 pence per share
raising net funds of £15.9m under the Offer for Subscription launched on 2 September 2024.
On 14 November 2024, a new investment of £1.25 million was made into Gentianes Solutions Ltd (trading as Much Better
Adventures).
On 18 November 2024, a follow-on loan investment of £0.31 million was made into Branchspace Limited.
On 18 December 2024, a follow-on loan investment of £0.54 million was made into Preservica Limited.
On 20 December 2024, a follow-on investment of £0.12 million was made into Focal Point Positioning Limited.
80
The Income & Growth VCT plc Annual Report & Financial Statements 2024
Notes to the Financial Statements for the year ended 30 September 2024
Financial Statements
81
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
Information for
Shareholders
Shareholder Information
Communication with Shareholders
We aim to communicate regularly with our Shareholders. The annual general meetings provide a useful platform for the Board to
meet Shareholders and exchange views and we are pleased to invite Shareholders to attend the Annual General Meeting of the
Company on 5 March 2025. Your Board welcomes your attendance at the Annual General Meeting to give you the opportunity to
meet the Directors and representatives of the Investment Adviser. We will also offer a facility whereby you can view the AGM, the
Investment Adviser’s presentation and submit questions remotely via a live stream. The Company releases Interim Management
Statements in respect of those quarters where it does not publish half or full year accounts via the London Stock Exchange RNS
service. The Investment Adviser held its last annual Shareholder event virtually in March 2024 and plans to hold another such event
later in 2025. Further details will be available on the Company’s website prior to the meeting:
www.incomeandgrowthvct.co.uk.
Shareholders wishing to follow the Company’s progress can visit its website at www.incomeandgrowthvct.co.uk. The website
includes up-to-date details on fund performance and dividends as well as publicly available information on the Company’s portfolio
of investments and copies of company reports. There is also a link to the London Stock Exchange’s website at:
www.londonstockexchange.com, where Shareholders can obtain details of the share price and latest NAV announcements, etc.
Financial calendar
5 Marc
h 2025 Annual General Meeting
June 2025 Announcement of Half-Year Results and circulation of Half-Year Report for the six months ended
31 March 2025 to Shareholders
September 2025 Virtual Shareholder Event
30 September 2025 Year-end
January 2026 Annual
Report for the year ended 30 September 2025 to be circulated to Shareholders
Annual General Meeting
The Company’s next Annual General Meeting will be held on Wednesday, 5 March 2025 at 2.30 pm at 1st Floor, 8 Fenchurch
Place, London EC3M 4PB and will also be available by webcast for those Shareholders who are unable to attend in person. Details
of how to join the meeting by virtual means will be shown on the Company’s website. Shareholders joining virtually should note you
will not be able to vote at the meeting and therefore you are encouraged to lodge your proxy form, which is included with
Shareholders’ copies of this Annual Report, or on-line using the Vote Here button on the Company’s website:
www.incomeandgrowthvct.co.uk. Directions to the AGM venue will also be available on the website.
A copy of the notice of the meeting is included on pages 87 to 89. Shareholders may send any questions on the resolutions
proposed to the following email address: AGM@greshamhouse.com. A response will be provided prior to the deadline for lodging
your proxy vote. Questions for the Annual General Meeting can also be submitted using the same email address or there will be a
facility to type in a question at the meeting itself if you are not attending in person.
Dividend
Shareholders who wish to have dividends paid directly into their bank account rather than sent by cheque to their registered
address can complete a mandate for this purpose. Mandates can be obtained by contacting the Company’s Registrars, City
Partnership (UK) Ltd at the address given on page 90.
Shareholders are encouraged to ensure that the Registrar maintains up-to-date details for yourselves and to check whether
you have received all dividends payable to you. This is particularly important if you have recently moved house or changed
bank details. We are aware that a number of dividends remain unclaimed by Shareholders and whilst we will endeavour to
contact Shareholders if this is the case we cannot guarantee that we will be able to do so if the Registrar do not have an
up-to-date postal or email address for you.
Dividend Investment Scheme
Those Shareholders who wish to participate, or to amend their existing participation, in the DIS can do so by visiting
www.incomeandgrowthvct.co.uk and click the Dividends tab or by contacting the Registrar directly using the details on page 90.
Please note that Shareholders’ elections to participate or amendments to participation in the Scheme require 15 days to become
effective.
Selling your shares
The Company’s Shares are listed on the London Stock Exchange and as such they can be sold in the same way as any other
quoted company through a stockbroker. Shareholders are also advised to discuss their individual tax position with their financial
advisor before deciding to sell their shares.
The Company is unable to buy back shares direct from Shareholders, so you will need to use a stockbroker to sell your shares. If
you do not have a broker already, the following links may be useful to help you identify a suitable broker: Find a Broker | London or
Unbiased. You can check that they are FCA registered on the FCA website at: fca.org.uk.
Information for Shareholders
82
The Income & Growth VCT plc Annual Report & Financial Statements 2024
If you are considering selling your shares or trading in the secondary market, please contact the Company’s Corporate Broker,
Panmure Liberum Limited (“Panmure”). 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 Company 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
Further details can be found on the Company’s website: How to sell Baronsmead and Mobeus VCT shares - Gresham House.
Common Reporting Standard (“CRS”) and Foreign Account Tax Compliance Act (“FATCA”)
Tax legislation was introduced with effect from 1 January 2016 under the Organisation for Economic Co -operation and
Development Common Reporting Standard for Automatic Exchange of Financial Account Information. The legislation requires
investment trust companies to provide personal and financial account information to HMRC on certain investors who purchase their
shares including details of their shareholding and income from the shares. As an affected entity, the Company has to provide
information annually to HMRC relating to a number of non-UK based certificated Shareholders who are deemed to be resident for
tax purposes in any of the 90 plus countries who have joined CRS. All new Shareholders, excluding those whose shares are held in
CREST, who are entered onto the share register from 1 January 2016 will be asked to provide the relevant information. Additionally,
HMRC changed its policy position on FATCA in June 2016. We understand that this will mean that, as a result of the restricted
secondary market in VCT shares, the Company’s shares will not be considered to be “regularly traded”. This will mean that the
Company will also be an affected entity for the purposes of this legislation and as such will have to provide information annually to
HMRC relating to Shareholders who are resident for tax purposes in the United States.
For further information, please see HMRC’s Quick Guide: Automatic Exchange of Information – information for account holders:
https://www.gov.uk /government /publications/exchange-of-information-account-holders.
Managing your shareholding online
The Company changed its Registrar to City Partnership (UK) Ltd on 4 December 2023.
For details on your individual shareholding and to manage your account online, Shareholders may log into or register with the City
Shareholder Portal at: https://gresham-house- vcts.cityhub.uk.com/login. You can use the portal to change your address details,
check your holding balance and transactions, view the dividends you have received, add and amend your bank details. Details of
how to access the Hub can also be found on the Company’s website: www.incomeandgrowthvct.co.uk.
Fraud Warning
Boiler Room fraud and unsolicited communications to Shareholders.
We have been made aware of an increase in the number of Shareholders being contacted in connection with sophisticated but
fraudulent financial scams which purport to come from the Company or to be authorised by it. This is often by a phone call or an
email usually originating from outside of the UK, often claiming or appearing to be from a corporate finance firm and typically
offering to buy your VCT shares at an inflated price.
Further information on boiler room scams and fraud advice plus who to contact, can be found first in the answer to a question “What
should I do if I receive an unsolicited offer for my shares?” within the VCT Investor area of the Investment Adviser’s website in the A
Guide to VCTs section: www.mobeusvcts.co.uk/investor-area and secondly, in a link to the FCA’s ScamSmart site: www.fca.org.uk/
scamsmart
We strongly recommend that you seek financial advice before taking any action if you remain in any doubt. You can also contact the
Investment Adviser on 020 7382 0999, or email or email info@greshamhouse.com to check whether any claims made by a caller
are genuine.
Shareholders are also encouraged to ensure their personal data is always held securely and that data held by the Registrar of the
Company is up to date, to avoid cases of identity fraud.
Shareholder enquiries:
For enquiries concerning the investment portfolio or the Company in general, please contact the Investment Adviser, Gresham
House Asset Management Limited. To contact the Chairman or any member of Board, please contact the Company Secretary, also
Gresham House Asset Management Limited, in the first instance.
The Registrar may be contacted via their Shareholder Portal, post or telephone for queries relating to your shareholding or dividend
payments, dividend mandate forms, change of address, change of bank details etc.
Full contact details for each of Gresham House Asset Management and City Partnership are included under Corporate Information
on page 90 of this Annual Report.
Information for
Shareholders
Shareholder Information
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Information for
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Timeline of the Company
October 2000 The Company is launched as TriVest VCT plc advised by three managers, Foresight Group, GLE Development Capital and LICA
Development Capital.
April 2001 The Company’s first fundraising of its “O Share Fund” is completed.
October 2007 The Company changes its name to The Income & Growth VCT plc.
December 2007 The ‘S’ Share Fund is launched.
March 2009 The Company becomes a VCT solely advised by Matrix Private Equity Partners. The Company changes its Investment Policy to
focus on more mature businesses.
March 2010 The ‘O’ Share Fund (launched in 2000) merges with the ‘S’ Share Fund (launched in 2007) to create the current class of
shares.
November 2011 The Company sells its stake in App-DNA for 32 times cost and pays a special interim capital dividend of 20p per share in the
following January.
June 2012 Matrix Private Equity Partners LLP becomes a fully independent firm owned by its partners and renames itself Mobeus Equity
Partners LLP.
2010-2014 The Company participates in four linked fundraisings with other Mobeus advised VCTs.
March 2015 The Company closes a successful fundraising with the other Mobeus advised VCTs in which £10 million was raised for the
Company.
March 2018 The Company closes a successful fundraising with the other Mobeus advised VCTs in which £25 million was raised for the
Company.
October 2019 The Company launches a joint fundraising with the other Mobeus advised VCTs in which it sought to raise up to £10 million,
including an optional over-allotment facility.
January 2020 The Company closes a successful fundraising with the other Mobeus advised VCTs for which £10 million was raised for the
Company.
September 2021 The Company becomes advised by Gresham House Asset Management Limited.
March 2022 The Company closes a successful fundraising with the other Mobeus advised VCTs for which £10 million was raised for the
Company.
December 2022 The Company reaches its capacity for its fundraising with the other Mobeus advised VCTs for which £22 million (including over-
allotment) was raised for the Company.
July 2024 The Company merged with Mobeus Income & Growth 4 VCT plc following shareholder approval.
September 2024 The Company launched a joint fundraising with Mobeus Income & Growth VCT plc in which it sought to raise £35 million, with
an optional over-allotment facility of a further £10 million.
October 2024 The Company closed a successful fundraising with Mobeus Income & Growth VCT plc for which £45 million, including the
over-allotment facility, was raised for the Company.
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Performance Data at 30 September 2024
(unaudited)
Share price at 30 September 2024 69.00p
1
NAV per share as at 30 September 2024 70.90p
Performance data for all fundraising rounds
The following tables shows, for investors in the first allotment of each fundraising in The Income & Growth VCT plc, and former
Mobeus Income & Growth 4 VCT plc, how their investments have performed since they were originally allotted shares in each
fundraising.
Shareholders from the original fundraising in 2000/01 should note that the funds were managed by three investment advisers, up
until 10 March 2009. At that date, Mobeus became the sole adviser, to this and all subsequent fundraisings.
On 26 July 2024, The Income & Growth VCT plc (“I&G VCT”) acquired the assets and liabilities of Mobeus Income & Growth 4.
Former MIG 4 VCT shareholders received 1.0119 shares in I&G VCT for every former MIG 4 VCT share they held.
Total return data, which includes cumulative dividends paid to date, is shown on both a share price and a NAV basis as at
30 September 2024. The NAV basis enables shareholders to evaluate more clearly the performance of the Investment Adviser,
as it reflects the underlying value of the portfolio at the reporting date. This is the most widely used measure of performance in
the VCT sector.
Allotment date(s)
Allotment
price
Net
allotment
price
2
Cumulative
dividends
paid
per share
3
Total return per share to
Shareholders since
allotment
(Share
price basis)
(NAV
basis)
(p) (p) (p) (p) (p)
Funds raised - O Fund (launched 18 October 2000)
4
100.00 60.62 145.22 197.51 198.95
Funds raised 2007/8 - S Share fund (launched 14
December 2007)
100.00 70.00 162.50 231.50 233.40
Funds raised 2010/11 (launched 12 November 2010) 104.80 73.36 162.00 231.00 232.90
Funds raised 2012 (launched 20 January 2012) 106.40 74.48 134.00 203.00 204.90
Funds raised 2013 (launched 29 November 2012) 116.00 81.20 134.00 203.00 204.90
Funds raised 2014 (launched 28 November 2013) 117.82
5
82.47 122.00 191.00 192.90
Funds raised 2015 (launched 10 December 2014) 108.33
5
75.83 104.00 173.00 174.90
Funds raised 2017/18 (launched 06 September 2017) 82.49
5
57.74 60.00 129.00 130.90
Funds raised 2019/20 (launched 25 October 2019) 77.28
5
54.10 45.00 114.00 115.90
Funds raised 2021/22 (launched 20 January 2022) 98.12
5
68.68 22.00 91.00 92.90
Funds raised 2022/23 (launched 5 October 2022) 82.73
5
57.91 14.00 83.00 84.90
Source: Panmure Gordon & Co (mid-price basis), when the most recent NAV was 72.35 pence.
Net allotment price is the allotment price less applicable income tax relief. Income tax relief was 20% up until 5 April 2004, 40% from 6 April
2004 to 5 April 2006, and 30% thereafter.
For each fundraising, the allotment price, net allotment price, cumulative dividends paid, share price and NAV Total Return figures are based
upon the first allotment in each fundraising.
Shareholders who invested in 2000/01 received 0.7578 shares in the current share class for each share previously held on 29 March 2010,
when the Company’s two share classes merged. The net allotment price, NAV, cumulative dividend, total return, share price and percentage
return data per share have been adjusted to reflect this conversion ratio.
Average effective offer price. Shares were allotted pursuant to the 2014, 2015, 2017/18, 2019/20, 2021/22, and 2022/23 offers at individual
prices for each investor in accordance with its pricing formula set out in each offer’s respective securities note.
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Shareholders
Former Mobeus Income & Growth 4 VCT plc
Share price at 30 September 2024 69.82p
1
NAV per share as at 30 September 2024 71.75p
Shareholders in the former MIG 4 VCT received approximately 1.0119 shares in I&G VCT for each MIG 4 VCT share that they held
on 26 July 2024, when the two Companies merged. Both the share price and the NAV per share shown above have been
adjusted by using this figure.
Allotment date(s)
Allotment
price
Net
allotment
price
2
Cumulative
dividends
paid
per share
3
Total return per share to
Shareholders since
allotment
(Share
price basis)
(NAV
basis)
(p) (p) (p) (p) (p)
Funds raised 1999
4
200.00 160.00 166.20 236.02 237.95
Funds raised 2006/07 (launched 2 November 2006) 118.58 83.01 155.50 225.32 227.25
Funds raised 2010 Top Up Offer 112.40 78.68 150.50 220.32 222.25
Funds raised 2011 (launched 12 November 2010) 121.80 85.26 147.50 217.32 219.25
Funds raised 2012 (launched 20 January 2012) 123.50 86.45 144.50 214.32 216.25
Funds raised 2013 (launched 29 November 2012) 120.10 84.07 139.50 209.32 211.25
Funds raised 2014 (launched 28 November 2013) 120.36
5
84.25 132.00 201.82 203.75
Funds raised 2015 (launched 10 December 2014) 115.40
5
80.78 114.00 183.82 185.75
Funds raised 2017/18 (launched 06 September 2017) 89.53
5
62.67 68.00 137.82 139.75
Funds raised 2019/20 (launched 25 October 2019) 71.27
5
49.89 38.00 107.82 109.75
Funds raised 2021/22 (launched 20 January 2022) 101.89
5
71.32 23.00 92.82 94.75
Funds raised 2022/23 (launched 5 October 2022) 83.49
5
58.44 13.00 82.82 84.75
1
Source: Panmure Gordon & Co (mid-price basis) , as adjusted for merger ratio.
2
Net allotment price is the allotment price less applicable income tax relief. The tax relief was 20% up to 5 April 2004, 40% from 6 April 2004 to 5
April 2006, and 30% thereafter.
3
Dividends received since the merger date on 26 July 2024 have been converted using the merger ratio.
4
Investors in this fundraising may also have enhanced their returns if they had also deferred capital gains tax liabilities.
5
Average effective offer price. Shares were allotted pursuant to the 2014, 2015, 2017/18, 2019/20, 2021/22 and 2022/23 Offers at individual
prices for each investor in accordance with the allotment formula set out in each respective Securities Note.
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Shareholders
Alternative performance measure (“APM”)
A financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure
defined or specified in the Company’s financial reporting framework. These APMs tend to be industry specific terms which help
Shareholders to understand and assess the Company’s progress. A number of terms contained within this Glossary have been
identified as APMs.
Cumulative dividends paid (APM)
The total amount of dividend distributions by the Company over the time period specified. A list of all dividends paid since launch
of the Company is shown on the Company’s website www.incomeandgrowthvct.co.uk. Dividends paid in the year and dividends
paid in respect of the year are shown in Note 8.
Cumulative total return (APM)
Cumulative total return per share comprises the NAV per share (NAV basis) or the mid-market price per share (Share price basis),
plus cumulative dividends paid since the launch of the current share class in 2008.
Internal Rate of Return (“IRR”)
The internal rate of return is the annual discount rate that equates the original investment cost with the value of subsequent cash
flows (such as receipts/dividends or further investment) and the latest valuation/exit proceeds or net asset value. Generally
speaking, the higher an investment’s IRR, the more successful it is.
Net asset value or NAV
The value of the Company’s total assets less its total liabilities. It is equal to the total equity Shareholders’ funds.
Net asset value per share or NAV per share
The net asset value per share is calculated as total equity Shareholders’ funds divided by the number of Ordinary shares in issue
at the year-end.
NAV Total Return (APM)
This measure combines two types of returns received by Shareholders. Firstly, as income in the form of dividends and secondly,
as capital movements (net asset value) of the value of the Fund.
It is a performance measure that adjusts for dividends that have been paid in a period or year. This allows Shareholders to assess
the returns they have received both in terms of the performance of the Company but also including dividends they have received
from the Company which no longer form part of the Company’s assets.
It is calculated as the percentage return achieved after taking the closing NAV per share and adding dividends paid in the year
and dividing the total by the opening NAV per share. The Directors feel that this is the most meaningful method for Shareholders
to assess the performance of the Company.
To aid comparison with the wider Investment Trust market, the Annual Report also contains a Total Return performance measure
which assumes dividends are reinvested. This assumes that dividends paid are reinvested at the date of payment at a price
equivalent to the latest announced NAV at the ex-div date. Where this is referred to it will be specified in the Notes.
Ongoing charges ratio (APM)
This figure, calculated using the AIC recommended methodology, shows Shareholders the annual percentage reduction in
shareholder returns as a result of recurring operational expenses, assuming markets remain static and the portfolio is not traded.
Although the Ongoing Charges figure primarily is based upon historic information, it provides Shareholders with an indication of
the likely level of costs that will be incurred in managing the Fund in the future. This is calculated by dividing the Investment
Adviser’s fees (calculated as 2% of closing net assets) and other expenses (comprising revised annual post merger figures) (on
page 62), the latter being reduced by IFA Trail commission fees and one-off fees, by the closing net assets of £188,695,667 (as
this more accurately reflects likely the level of net assets in future).
Realised gains/(losses) in the year
This is the profit or loss that arises following the full or partial disposal of a holding in a portfolio company. It is calculated by
deducting the value of the holding as at the previous year-end from the proceeds received in respect of such disposal.
Share Price Total Return (APM)
As NAV Total Return, but the Company’s mid-market share price is used in place of NAV. This measure more accurately reflects
the actual return a Shareholder will have earned, were they to sell their shares at the period’s end date. It includes the impact of
any discounts or premiums at which the share price trades compared to the underlying net asset values of the Company. If the
shares trade at a discount, the returns could be less than the NAV Total Return, but if trading at a premium, returns could be
higher than the NAV Total Return.
Glossary of terms
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Information for
Shareholders
Notice of the Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of The Income & Growth VCT plc (“the Company”) will be held at
1st Floor, 8 Fenchurch Place, London EC3M 4PB at 2.30 pm on Wednesday, 5 March 2025 for the purposes of considering and,
if thought fit, passing the following resolutions of which resolutions 1 to 8 will be proposed as ordinary resolutions and resolutions
9 and 10 will be proposed as special resolutions. An explanation of the main business to be proposed is included in the Directors’
Report on pages 36 to 39 of this document:
1 To receive and adopt the Annual Report and Financial Statements of the Company for the year ended 30 September 2024
(“Annual Report”), together with the auditor’s report thereon.
2 To approve the Directors’ Annual Remuneration Report as set out in the Annual Report.
3 To re-elect Maurice Helfgott as a director of the Company.
4 To re-elect Justin Ward as a director of the Company.
5 To re-elect Nemone Wynn-Evans as a director of the Company.
6 To elect Graham Paterson as a director of the Company.
7 To appoint Johnston Carmichael LLP of Bishop’s Court, 29 Albyn Place, Aberdeen AB10 1YL as auditor of the Company until
the conclusion of the next annual general meeting at which accounts are laid before the Company and to authorise the
directors to determine the remuneration of the auditor.
8 That, in substitution for any existing authorities, the directors of the Company be and hereby are generally and
unconditionally authorised pursuant to section 551 of the Companies Act 2006 (“the Act”) to exercise all the powers of the
Company to allot ordinary shares of 1 penny each in the capital of the Company (“Shares”) and to grant rights to subscribe for,
or convert, any security into Shares (“Rights”) up to an aggregate nominal value of £1,102,281, provided that the authority
conferred by this resolution shall (unless renewed, varied or revoked by the Company in general meeting) expire on the date
falling fifteen months after the passing of this resolution or, if earlier, on the conclusion of the annual general meeting of the
Company to be held in 2026 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 and the
directors of the Company shall be entitled to allot Shares or grant Rights pursuant to any such offers or agreements as if the
authority conferred by this resolution had not expired.
9 That, subject to the passing of resolution 8 set out in this notice and in substitution for any existing authorities, the directors
of the Company be and hereby are empowered in accordance with sections 570 and 573 of the Act to allot or make offers or
agreements to allot equity securities (as defined in section 560(1) of the Act) for cash, pursuant to the authority conferred
upon them by resolution 8 set out in this notice, or by way of a sale of treasury shares, as if section 561(1) of the Act did not
apply to any such sale or allotment, provided that the power conferred by this resolution shall be limited to the allotment of
equity securities:
(i) with an aggregate nominal value of up to £330,684 (representing approximately 10% of the existing issued share capital)
in connection with offer(s) for subscription;
(ii) with an aggregate nominal value of up to, but not exceeding, 10% of the issued share capital of the Company from time to
time pursuant to any dividend investment scheme operated by the Company, at a subscription price per Share which may
be less than the net asset value per Share, as may be prescribed by the scheme terms; and
(iii) otherwise than pursuant to sub-paragraphs (i) and (ii) above, with an aggregate nominal value of up to, but not exceeding,
10% of the issued share capital of the Company from time to time,
in each case where the proceeds of the allotment may be used, in whole or in part, to purchase the Company’s Shares in the
market and provided that this authority shall (unless renewed, varied or revoked by the Company in general meeting) expire
on the date falling fifteen months after the passing of this resolution or, if earlier, on the conclusion of the annual general
meeting of the Company to be held in 2026, except that the Company may, before the expiry of this authority, make offers or
agreements which would or might require equity securities to be allotted after such expiry and the directors of the Company
may allot equity securities in pursuance of such offers or agreements as if the authority conferred by this resolution had not
expired.
10 That, in substitution for any existing authorities, the Company be and hereby is authorised pursuant to and accordance with
section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of its own
Shares provided that:
(i) the aggregate number of Shares which may be purchased shall not exceed 49,569,590 or, if lower, such number of
Shares (rounded down to the nearest whole Share) as shall equal 14.99% of the Shares in issue at the date of the passing
of this resolution;
(ii) the minimum price which may be paid for a Share is 1 penny (the nominal value thereof);
(iii) the maximum price which may be paid for a Share (excluding expenses) shall be the higher of (a) an amount equal to 5%
above the average of the middle market quotations for a Share in the Company taken from the London Stock Exchange
Daily Official List for the five business days immediately preceding the day on which the Share is contracted to be
purchased and (b) the amount stipulated in Article 5(6) of the Market Abuse Regulation (EU) 596/2014 (as such Regulation
forms part of UK law and as amended);
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The Income & Growth VCT plc Annual Report & Financial Statements 2024
Information for
Shareholders
(iv) the authority conferred by this resolution shall (unless renewed, varied or revoked by the Company in general meeting)
expire on the date falling fifteen months after the passing of this resolution or, if earlier, on the conclusion of the annual
general meeting of the Company to be held in 2026; and
(v) the Company may make a contract or contracts to purchase its own Shares under the authority hereby conferred prior to
the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may
make a purchase of its own Shares in pursuance of any such contract.
BY ORDER OF THE BOARD
Registered Office: Gresham House Asset Management Limited
5 New Street Square Secretary
London EC4A 3TW
Dated: 13 January 2025
Notes:
The following Notes explain your general rights as a Shareholder and your right to attend and vote at this Meeting or to appoint someone else to
vote on your behalf. A webcast of the Meeting will also be available and details of how to join the webcast will be shown on the Company’s
website. If possible, Shareholders intending to join the Meeting by means of the webcast (which would be as an attendee only) are requested to
join at least ten minutes prior to the commencement of the Meeting at 2.30 pm on Wednesday, 5 March 2025.
1. A member is entitled to attend, speak and vote at the Meeting in person or to appoint one or more other persons as their proxy to exercise
all or any of his rights on his behalf. Further details of how to appoint a proxy, and the rights of proxies, are given in the Notes below. Where a
member intends to join the Meeting by means of the webcast, they shall be permitted to ask questions at the Meeting but shall not be
entitled to vote on resolutions at the Meeting (and are, therefore, encouraged to lodge their proxy vote and appoint the Chairman of the
Meeting as their proxy). Note 16 below will apply to those who join the meeting (which would be in attendance only) by means of the
webcast.
2. To be entitled to attend the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast) and to
be able to lodge your proxy votes, Shareholders must be registered in the Register of Members of the Company at close of trading on
3 March 2025. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person
to attend the Meeting and/or virtual meeting and vote by proxy.
3. In order for a proxy appointment to be valid it must be received by City Partnership, The Mending Rooms, Park Valley Mills, Meltham Road,
Huddersfield HD4 7BH by 2.30 pm on Monday, 3 March 2025.
4. A Shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights
attached to a different ordinary share or ordinary shares held by that Shareholder. A proxy need not be a Shareholder of the Company.
5. 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).
6. A form of proxy for use in connection with the Meeting is enclosed with the document of which this Notice forms part. If you do not have a
form of proxy and would like a copy, please contact the Company’s registrar, City Partnership, The Mending Rooms, Park Valley Mills,
Meltham Road, Huddersfield HD4 7BH (“Registrar”), or on +44 (0)1484 240910. Completion and return of a form of proxy form will not legally
prevent a Shareholder from attending and voting at the Meeting in person, or from joining the Meeting (which would be as an attendee only)
by means of the webcast. The Company requests all Shareholders to vote by proxy on the resolutions set out in this Notice as soon as
possible.
7. 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 their discretion. Your proxy will vote (or abstain from voting) as they
think fits in relation to any other matter which is put before the Meeting.
8. You can also vote:
a. by accessing the ‘Vote Here’ button on the Company‘s website: www.incomeandgrowthvct.co.uk;
b. if you need help with voting online, please contact our Registrar, City Partnership, on +44 (0)1484 240910 if calling from the UK, or email
City Partnership at: registrars@city.uk.com
c. in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out
below.
We strongly recommend voting electronically via the Company’s website: www.incomeandgrowthvct.co.uk using the “Vote Here” button, as
your vote will automatically be counted. Given the current situation, with many people working from home and delays in the postal system,
there is a risk that your vote may not be counted if you send a paper proxy.
9. If you return more than one proxy appointment, 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.
10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting
(and any adjournment of the Meeting) by using the procedures described in the CREST Manual (available from www.euroclear.com/site/
public/EUI). 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.
Notice of the Annual General Meeting
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Information for
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11. 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 & Ireland 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 8RA57) by 2.30 pm on 3 March 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.
12. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland 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 their 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.
13. 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.
14. As at 10 January 2025 (being the latest practicable business day prior to the publication of this Notice), the Company’s ordinary issued share
capital consists of 330,684,390 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 10 January
2025 are 330,684,390.
15. 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 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 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.
16. Any Shareholder attending the Meeting has the right to ask questions. Any Shareholder may submit questions in relation to the business to
be transacted at the Meeting via email to: AGM@greshamhouse.com by 28 February 2025. The Company must cause to be answered any
such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere
unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a
website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that
the question be answered.
17. Copies of the directors’ letters of appointment will be available for inspection at the registered offices of the Company Secretary at
80 Cheapside during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) and will also be available
for inspection at the place of the Meeting at least 15 minutes before and during the Meeting.
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 to communicate with the Company for any purposes other than those expressly stated.
19. 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.incomeandgrowthvct.co.uk
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Information for
Shareholders
Corporate Information
Directors
Maurice Helfgott
Graham Paterson
Justin Ward
Nemone Wynn-Evans
Company’s Registered Office
5 New Street Square
London
EC4A 3TW
Company Registration Number
4069483
Legal Entity Identifier
213800FPC15FNM74YD92
Email
mobeusvcts@greshamhouse.com
Website
www.incomeandgrowthvct.co.uk
Investment Adviser, Company Secretary and Administrator
Gresham House Asset Management Limited
80 Cheapside
London
EC2V 6EE
Tel: +44(0) 20 7382 0999
info@greshamhouse.com
greshamhouse.com
Registrar
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Huddersfield
HD4 7BH
Tel: 01484 240910
Shareholder portal:
http://gresham-house-vcts.cityhub.uk.com/
Independent Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
VCT Status Adviser
Philip Hare & Associates LLP
Bridge House
181 Queen Victoria Street
London
EC4V 4EG
Solicitors
Shakespeare Martineau LLP
60 Gracechurch Street
London
EC3V 0HR
Corporate Broker
Panmure Liberum Limited
25 Ropemaker Street
London
EC2Y 9LY
Bankers
National Westminster Bank plc
PO Box 12258
1 Princes Street
London
EC2R 8PA
91
The Income & Growth VCT plc
Annual Report & Financial Statements 2024
The Income & Growth VCT plc