Albion Technology & General VCT PLC

Annual Report and Financial Statements

for the year ended 31 December 2023

Albion Technology & General VCT PLC

Annual Report and Financial Statements

for the year ended 31 December 2023

Shareholder information Financial adviser information

For help relating to dividend payments, shareholdings

and share certificates please contact Computershare

Investor Services PLC:

Tel: 0370 873 5854 (UK national rate call, lines are

open 8.30am – 5.30pm; Mon – Fri, calls are recorded)

Website: www.investorcentre.co.uk

Shareholders can access holdings and valuation

information regarding any of their shares held with

Computershare by registering on Computershare’s

website.

Shareholders can also contact the Chairman directly

on: AATGchair@albion.capital

For enquiries relating to the performance of the

Company, and information for financial advisers

please contact the Business Development team at

Albion Capital Group LLP:

Email: info@albion.capital

Tel: 020 7601 1850 (lines are open 9.00am – 5.30pm;

Mon – Fri, calls are recorded)

Website: www.albion.capital

Please note that these contacts are unable to provide financial or taxation advice.

COMPANY INFORMATION

Company name Country of incorporation Legal form

Albion Technology & General VCT

PLC (the “Company”)

United Kingdom Public Limited Company

Directors Company number Auditor

C S Richardson, Chairman

P M Payn

D Benda (appointed 26 June 2023)

P Moorhouse (appointed

1 September 2023)

P H Reeve

04114310 Johnston Carmichael LLP

7 – 11 Melville Street

Edinburgh, EH3 7PE

Manager, company secretary,

AIFM and registered office

Registrar Corporate broker

Albion Capital Group LLP

1 Benjamin Street

London, EC1M 5QL

Computershare Investor Services

PLC

The Pavilions

Bridgwater Road

Bristol, BS99 6ZZ

Panmure Gordon (UK) Limited

40 Gracechurch Street

London, EC3V 0BT

Taxation adviser Legal adviser Depositary

Philip Hare & Associates LLP

6 Snow Hill

London, EC1A 2AY

Howard Kennedy LLP

1 London Bridge

London, SE1 9BG

Ocorian Depositary (UK) Limited

Level 5, 20 Fenchurch Street

London, EC3M 3BY

The Company is a member of The Association of Investment Companies (www.theaic.co.uk).

Contents

Strategic

Investment objective and policy and Financial calendar 7

Financial summary 8

Chairman’s statement 10

Strategic report 14

Portfolio of investments 28

Portfolio companies 31

Governance

The Board of Directors 37

The Manager 39

Environmental, Social and Governance (“ESG”) report 42

Directors’ report 46

Statement of Directors’ responsibilities 53

Statement of corporate governance 54

Directors’ remuneration report 61

Independent Auditor’s report 65

Company information and financials

Income statement 73

Balance sheet 74

Statement of changes in equity 75

Statement of cash flows 76

Notes to the Financial Statements 77

Notice of Annual General Meeting 93

Strategic

INVESTMENT OBJECTIVE AND POLICY

The Company’s investment objective is to provide investors with a regular and predictable source of dividend

income, combined with the prospect of long-term capital growth, through a balanced portfolio of predominantly

unquoted growth and technology businesses in a qualifying Venture Capital Trust (“VCT”).

credit ratings. They may also be invested in liquid

open-ended equity funds providing income and

capital equity exposure (where it is considered

economic to do so). Investment in such open-ended

equity funds will not exceed 7.5% of the Company’s

assets at the time of investment.

Risk diversification and maximum exposures

Risk is spread by investing in a number of different

businesses within VCT qualifying industry sectors using

a mix of securities. The maximum the Company will

invest in a single company is 15% of the Company’s

assets at cost at the time of investment. The value of

an individual investment is expected to increase over

time as a result of trading progress and a continuous

assessment is made of investments’ suitability for

sale. It is possible that individual holdings may grow

in value to a point where they represent a significantly

higher proportion of total assets prior to a realisation

opportunity being available.

Borrowing powers

The Company’s maximum exposure in relation to

gearing is restricted to 10% of the adjusted share

capital and reserves. The Directors do not have any

intention of utilising long-term gearing.

FINANCIAL CALENDAR

Noon on 5 June 2024

Annual General Meeting

7 June 2024

Record date for first dividend

28 June 2024

Payment date of first dividend

September 2024

Announcement of Half-yearly results for the six months ending 30 June 2024

Investment policy

The Company will invest in a broad portfolio of

unquoted growth and technology businesses.

Allocation of assets will be determined by the

investment opportunities which become available,

but efforts will be made to ensure that the portfolio is

diversified in terms of sectors and stages of maturity of

portfolio companies.

VCT qualifying and non-qualifying investments

Application of the investment policy is designed to ensure

that the Company continues to qualify, and remains

approved as, a VCT by HM Revenue and Customs (“VCT

regulations”). The maximum amount invested in any

one company is limited to any HMRC annual investment

limits. It is intended that normally at least 80% of the

Company’s funds will be invested in VCT qualifying

investments. The VCT regulations also have an impact on

the type of investments and qualifying sectors in which

the Company can make an investment.

Funds held to invest in VCT qualifying assets or for

liquidity purposes will be held as cash on deposit or

invested in floating rate notes or similar instruments

with banks or other financial institutions with high

Albion Technology & General VCT PLC

STRATEGIC

Albion Technology & General VCT PLC 8

FINANCIAL SUMMARY

2.79p 3.83% 3.72p 71.99p 199.33p

Increase in total

shareholder value

per share for the

year ended 31

December 2023

(2022: decrease of

3.74p)

††

Total gain on

opening net asset

value per share

(2022: loss of

4.64%)

††

Total tax-free

dividends per

Ordinary share paid

in the year ended

31 December 2023

(a dividend yield of

5.1% on opening

net asset value)

(2022: 3.99p with

a dividend yield of

4.9%)

Net asset value

per Ordinary

share as at

31 December 2023

(2022: 72.92p)

Total shareholder

value as at 31

December 2023

(2022: 196.54p)

† ††

Methodology: The total shareholder value per share to the shareholder including original amount invested (rebased to 100) from 1 January 2014

assuming that dividends were reinvested at the net asset value of the Company at the time that the shares were quoted ex-dividend. Transaction costs

are not taken into account.

†

Total shareholder value per share at 31 December 2023 is calculated using the net asset value per share at 31 December 2023 plus dividends paid

per Ordinary share since launch in 2001 to 31 December 2023.

††

These are considered Alternative Performance Measures, see note 2 on page 17 of the Strategic report for further explanation.

Total shareholder value relative to FTSE All-Share Index total return

(with dividends reinvested)

Jan 2014 Dec 2014 Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023

Return (pence per share)

180

170

160

150

140

130

120

110

100

Total shareholder value

FTSE All-Share Index total return

STRATEGIC

9Albion Technology & General VCT PLC

The diagram above shows the one year, three year, five year and ten year total return to shareholders. This return comprises dividends paid and

the change in net asset value over the relevant periods.

Financial summary

Albion Technology & General VCT PLC – Performance data

1 year return

(average 3.8% p.a.)

3 year return

(average 6.7% p.a.)

5 year return

(average 5.9% p.a.)

10 year return

(average 4.4% p.a.)

20.2%

29.6%

43.8%

3.8%

Movements in net asset value

31 December 2023

(pence per share)

31 December 2022

(pence per share)

Opening net asset value 72.92 80.65

Capital return/(loss) 2.05 (4.51)

Revenue return 0.44 0.46

Total return/(loss) 2.49 (4.05)

Ordinary dividends paid (3.72) (3.99)

Impact of share capital movements 0.30 0.31

Net asset value 71.99 72.92

Total shareholder value per share

Ordinary shares

(pence per share)

Total dividends paid since launch to 31 December 2023 127.34

Net asset value as at 31 December 2023 71.99

Total shareholder value per share to 31 December 2023 199.33

In addition to the dividends noted above, the Board has declared a first dividend for the year ending 31 December

2024 of 1.80 pence per share to be paid on 28 June 2024 to shareholders on the register on 7 June 2024.

Further details regarding the total shareholder value for C Shares and Albion Income and Growth VCT PLC can be

found at www.albion.capital/funds/AATG under the ‘Financial Summary for Previous Funds’ section.

A more detailed breakdown of the dividends paid per year can be found at www.albion.capital/funds/AATG under

the ‘Dividend History’ section.

Results and dividends

As at 31 December 2023, the net asset value was

71.99 pence per share compared to 72.92 pence per

share at 31 December 2022. The total gain after tax

was £4.3 million (2.49 pence per share) compared to

£6.3 million (4.05 pence per share) total loss in the

year ended 31 December 2022. This has resulted in

a performance incentive fee of £155,000, which will

be payable to the Manager following the AGM and is

based on the audited results for the five year period

ended 31 December 2023.

In line with our variable dividend policy targeting

around 5% of NAV per annum, the Company paid

dividends totalling 3.72 pence per share for the year to

31 December 2023 (2022: 3.99 pence per share). The

Board has declared a first dividend for the year ending

31 December 2024 of 1.80 pence per share to be paid

on 28 June 2024 (2023: first dividend of 1.82 pence per

share) to shareholders on the register on 7 June 2024.

Investment portfolio

Our portfolio has performed well during the year

despite the uncertainties the Company has faced.

This performance has delivered a net uplift in value

of £6.0 million to the Company’s investments for the

year (31 December 2022: net loss of £4.5 million).

Quantexa, the largest company in our portfolio (19.6%

of net asset value), was the main contributor to the

net gain, increasing in value by £11.4 million following

an externally led $129 million Series E fundraising

which completed in April 2023. The other largest

contributors to the net gain were Radnor House School

Albion Technology & General VCT PLC 10

This year the Company’s portfolio has continued to face an uncertain

macroeconomic and geopolitical backdrop. This has caused significant market

volatility, however, I am pleased to be able to report an increase in total

shareholder value of 2.79 pence per share for the year ended 31 December 2023

which represents a 3.83% uplift on the opening net asset value.

Despite the ongoing uncertainties, the Board remains encouraged by the progress

that is being made by many of the portfolio companies. However, the Board also

recognises the fact that due to the venture capital nature of the investments in

the Company’s portfolio, it is important to evaluate the Company’s returns over

the longer-term. Whilst past performance does not guarantee future results,

encouragingly the annualised total return over the past 5 years has been 5.9%.

CHAIRMAN’S

STATEMENT

Clive Richardson

STRATEGIC

of £0.7 million and Egress Software Technologies of

£0.5 million. These gains have been partially offset by

unrealised losses, including a £2.2 million loss for Black

Swan Data and £0.9 million for Chonais River Hydro.

The Company had a number of investment realisations

in the year with proceeds totalling £5.9 million, leading

to realised gains during the year of £1.9 million. The

largest realised gains were generated from a part

disposal in Quantexa delivering a 10.3 times return on

its weighted average cost as well as an exit in Ophelos

delivering a 2.1 return times cost. Further details on the

above disposals, and other realisations, can be found in

the realisations table on page 30.

During the year the Company has invested a total

of £7.3 million into portfolio companies, of which

£2.5 million was invested across five new portfolio

companies, all of which are likely to require further

investment as they develop and grow. The new

investments during the year can be seen below.

A further £4.8 million was invested into existing

portfolio companies, the largest being: £1.4 million into

Panaseer, £0.8 million into Proveca, £0.6 million into

Runa Network and £0.6 million into Gravitee Topco

(T/A Gravitee.io).

The three largest investments in the Company’s portfolio,

being Quantexa, Proveca and Radnor House School,

are valued at £36.8 million and represent 28.9% of the

Company’s net asset value. The Company regularly

monitors the risk of portfolio concentration and as

announced on 6 October 2023, sold part of its holding

in Quantexa for proceeds of £3.4m, as detailed above,

in order to reduce that risk whilst also delivering a

favourable return.

A full list of the Company’s investments and disposals,

including their movements in value for the year, can be

found in the Portfolio of investments section on pages

28 to 30.

£1.0 million into

OpenDialog AI,

which allows

organisations

to create and

deploy AI powered

chatbots and

virtual assistants

in a no-code

environment,

to allow for

conversational

experiences

with customers

and employees

across a variety of

communication

channels

£0.6 million

into GridCog

International, a

SaaS platform

which provides

project modelling

software to plan,

track and optimise

Distributed Energy

Resources (DERs)

across multiple

sites and asset

types integrated

together

£0.5 million

into Phasecraft,

which develops

new algorithms

to make use of

early quantum

computers for

materials science

problems

£0.2 million into

Kennek Solutions,

a vertical end to

end software for

non-bank lenders

that allows them

to manage the

full value chain of

lending in a single

platform

£0.2 million into

Mondra Global, a

software platform

to automate

environmental

product Lifecycle

Assessments

(LCA), allowing

global retailers to

measure, manage

and importantly

reduce carbon

emissions of their

products in their

supply chains

11Albion Technology & General VCT PLC

Chairman’s statement

Board composition

During the year, I assumed the Chair following the

retirement of Robin Archibald. On the retirement of

Mary Anne Cordeiro, Margaret Payn, the Chair of

the Audit and Risk Committee, became the Senior

Independent Director and also continues to be the

Chair of the Audit and Risk Committee. Following a

formal selection process, the Board welcomed David

Benda and Peter Moorhouse, who joined as non-

executive Directors.

David is a chartered accountant who has worked in

various corporate broking roles, including for HSBC

James Capel and Winterflood Securities, and is

currently a Managing Director at Deutsche Numis

where he heads up the corporate side of the listed

funds team and co-heads the team overall.

Peter has extensive corporate finance experience,

particularly on equity financing and mergers and

acquisitions, with specialisations in the healthcare

and technology sectors. He also has broad experience

in private equity investment, including early-stage

financing, strategic development, IPOs and exits.

Both Directors bring valuable skills, experience and

knowledge to the Board, and we look forward to

working together.

Risks and uncertainties

The Company faces a number of significant risks,

including higher interest rates, high levels of inflation

and the ongoing impact of geopolitical tensions. This

complex backdrop is factored into how the Company is

managed, including in its management of cash.

Our investment portfolio, while concentrated mainly

in the technology and healthcare sectors, remains

diversified in terms of both sub-sector and stage

of maturity and, importantly, we believe it to be

appropriately valued.

The Manager is continually assessing the exposure to

these risks for each portfolio company and appropriate

actions, where possible, are being implemented.

This includes the potential provision of further financial

support to portfolio companies where necessary.

A detailed analysis of the principal risks and

uncertainties facing the business is shown in the

Strategic report on pages 24 to 26.

Share buy-backs

It remains the Board’s primary objective to maintain

sufficient cash resources for investment in new and

existing portfolio companies, for the continued

payment of dividends to shareholders and to provide

liquidity in the secondary market through share

buy-backs. The Board’s policy is to buy back shares

in the market, subject to the overall constraint that

such purchases are in the Company’s best interest.

It is the Board’s intention for such buy-backs to be

in the region of a 5% discount to net asset value, so

far as market conditions and liquidity permit. The

Board continues to review the use of buy-backs and

is satisfied that it is an important means of providing

market liquidity for shareholders. Details of shares

bought back during the year can be found in note 16.

Albion VCTs’ Prospectus Top Up Offers

On 22 March 2023, the Board announced the closure

of the 2022/23 Top Up Offer having reached its £15.5

million limit.

Your Board, in conjunction with the Boards of four

other VCTs managed by Albion Capital Group LLP,

published a Prospectus in support of the Top Up Offer

of new Ordinary shares on 15 December 2023. The

Offer launched to applications on 2 January 2024

and closed on 19 March 2024. The amount raised by

the Company was £11.75 million.

The funds raised by the Company pursuant to the

Offer will be added to the cash resources available

for investment, putting the Company into a position

to take advantage of investment opportunities over

the next two to three years, whilst also continuing to

support our current portfolio.

Chairman’s statement

Our portfolio has performed

well during the year despite the

uncertainties the Company has

faced. This performance has

delivered a net uplift in value of

£6.0 million to the Company’s

investments for the year.

Annual General Meeting

The Annual General Meeting (“AGM”) will be held

virtually at noon on 5 June 2024 via the Lumi platform.

Information on how to participate in the live webcast

can be found on the Manager’s website at www.albion.

capital/vct-hub/agms-events. The notice of the AGM is

at the end of this document.

The Board welcomes questions from shareholders at

the AGM and shareholders will be able to ask questions

using the Lumi platform. Alternatively, shareholders can

email their questions to AATGchair@albion.capital prior

to the AGM.

Shareholders’ views are important, and the Board

encourages shareholders to vote on the resolutions.

Further details on the format and business to be

conducted at the AGM can be found in the Directors’

report on pages 51 and 52 and in the Notice of the

Meeting on pages 93 to 96.

Audit tender process

Following a formal and rigorous audit tender process,

the Board appointed Johnston Carmichael LLP

(“Johnston Carmichael”) as the new Auditor of the

Company in October 2023. Johnston Carmichael has

conducted the audit of the Annual Report and Financial

Statements for the year ended 31 December 2023.

Shareholders will be asked to confirm the appointment

of Johnston Carmichael at the forthcoming AGM.

During the audit tender process, prospective auditors

were evaluated using guidance issued by the Financial

Reporting Council in February 2017 and the Board

completed a two-stage process which considered and

evaluated relevant expertise, audit firm quality, audit

firm resilience and value for money.

The Board would like to thank BDO for their diligent

service over 15 years.

Further details on the tender process can be found in

the Statement of corporate governance on page 57.

Outlook and prospects

The Board is pleased that the Company has delivered a

positive return, despite these uncertain and challenging

times. The portfolio is well diversified with companies

at different stages of maturity and targeted at resilient

sectors such as software, FinTech and healthcare. For

these reasons, the Board remains confident that the

Company is well placed to provide long term value to

shareholders.

Clive Richardson

Chairman

18 April 2024

1313Albion Technology & General VCT PLC

STRATEGIC REPORT

The full investment policy can be found on page 7.

Current portfolio sector allocation

The following pie charts show the split of the portfolio

valuation as at 31 December 2023 by sector, stage of

investment and number of employees. This is a useful

way of assessing how the Company and its portfolio are

diversified across sector, portfolio companies’ maturity

measured by revenues and their size measured by

the number of employees. Details of the principal

investments made by the Company are shown in the

Portfolio of investments on pages 28 to 30.

Investment objective and policy

The Company’s investment objective is to provide

investors with a regular and predictable source of

dividend income, combined with the prospect of long-

term capital growth, through a balanced portfolio

of unquoted growth and technology businesses in a

qualifying VCT.

The Company will invest in a broad portfolio of

unquoted growth and technology businesses.

Allocation of assets will be determined by the

investment opportunities which become available,

but efforts will be made to ensure that the portfolio is

diversified in terms of sectors and stages of maturity of

portfolio companies.

Albion Technology & General VCT PLC 14

Portfolio analysis by sector

(including cash & liquid investments)

Portfolio analysis by sector

(excluding cash & liquid investments)

Healthcare (including digital healthcare) 16% (17%)

Renewable energy 7% (9%)

FinTech 29% (23%)

Software & other technology 18% (19%)

Other (including education) 8% (8%)

Cash 22% (24%)

Comparatives for 31 December 2022 are in brackets

Healthcare (including digital healthcare) 20% (22%)

Renewable energy 9% (11%)

FinTech 36% (30%)

Software & other technology 24% (26%)

Other (including education) 11% (11%)

STRATEGIC

Strategic report

Portfolio analysis by stage of investment Portfolio analysis by number of employees

Direction of portfolio

The current portfolio remains well-balanced both in

terms of stage of investment and sectors, with FinTech

accounting for 29%, software and other technology

accounting for 18%, healthcare (including digital

healthcare) accounting for 16%, renewable energy

accounting for 7% and other (including education)

accounting for 8%.

The cash component currently sits at 22% which

the Company will use to support those portfolio

companies that require it, as well as to capitalise

on any new investment opportunities that arise. We

therefore expect that the proportion of investments

in the FinTech, software and other technology and

healthcare (including digital healthcare) sectors will

continue to increase, and that the proportion of asset-

based investments will continue to decrease over the

coming years.

Results and dividends

£’000

Net capital gain for the year ended 31 December 2023 3,572

Net revenue return for the year ended 31 December 2023 775

Total gain for the year ended 31 December 2023 4,347

Dividend of 1.82 pence per share paid on 30 June 2023 (3,238)

Dividend of 1.90 pence per share paid on 29 December 2023 (3,345)

Transferred from reserves (2,236)

Net assets as at 31 December 2023 127,322

Net asset value per share as at 31 December 2023 71.99 pence per share

Early stage (revenue less than £1 million) 7% (9%)

Growth (revenue between £1 million and £5 million) 17% (20%)

Scale up (revenue over £5 million) 76% (71%)

Under 20 5% (6%)

21 - 50 13% (12%)

51 - 100 16% (12%)

101+ 57% (59%)

Renewable energy* 9% (11%)

*Renewable energy investments have no employees

Comparatives for 31 December 2022 are in brackets

15Albion Technology & General VCT PLC

technology sectors, and, therefore, we expect the

portfolio to increase its weighting in these sectors.

Investment income largely comprises loan stock

interest on our renewable energy investments, which

the Company intends to hold for the longer term.

As a result, loan stock income is expected to remain

relatively flat over the near term and most of the

Company’s investment returns are expected to be

delivered via capital gains. Dividend income is also

expected to stay flat.

Future prospects

The Company’s financial results for the year ended

31 December 2023 demonstrate that the portfolio

remains well balanced across its chosen sectors and risk

classes, and is largely weathering the ongoing global

issues caused as a result of higher levels of interest

rates and inflation, and other economic headwinds.

Although there remains much uncertainty, the Board

considers that the Company has the potential to deliver

long term growth, whilst maintaining predictable

dividend payments to shareholders.

Key Performance Indicators (“KPIs”)

and Alternative Performance Measures

(“APMs”)

The Directors believe that the following KPIs (some of

which are APMs), which are typical for VCTs, used in

the Board’s assessment of the Company, will provide

shareholders with sufficient information to assess how

effectively the Company is applying its investment

policy to meet its objectives. The Directors are

satisfied that the results shown in the following KPIs

and APMs give a good indication that the Company

is achieving its investment objective and policy.

These are:

1. Net asset value per share (APM) and

cumulative dividends

The graph on page 8 reflects the total shareholder

value performance of the Company relative to the

FTSE All-share Index over the last ten years.

The Company paid ordinary dividends of 3.72 pence

per share during the year ended 31 December 2023

(2022: 3.99 pence per share). The Board has a variable

dividend policy which targets an annual dividend yield

of around 5% on the prevailing net asset value. The

Board has declared a first dividend for the year ending

31 December 2024 of 1.80 pence per share to be paid

on 28 June 2024 to shareholders on the register on 7

June 2024.

As shown in the Income statement on page 73,

investment income has increased to £1,687,000 (2022:

£1,631,000). This is due to increased bank interest from

higher interest rates in the year. This largely accounts

for the increase in revenue gain to shareholders of

£775,000 (2022: £720,000).

The net capital gain for the year was £3,572,000

(2022: loss of £7,021,000). The net gain was largely

due to net unrealised gains from the valuation of

investments. Further information on this together with

key valuation movements during the year are outlined

in the Investment portfolio section of the Chairman’s

statement. The total gain for the period was 2.49 pence

per share (2022: loss of 4.05 pence per share).

The Balance sheet on page 74 shows that the net asset

value per share decreased over the year ended 31

December 2023 to 71.99 pence per share (2022: 72.92

pence per share).

The cash outflow for the year was £1.0 million (2022:

inflow of £12.2 million). This resulted mainly from

new investments, dividends paid, share buy-backs and

ongoing expenses, offset by the issue of new Ordinary

shares under the 2022/23 Top Up Offer, disposal

proceeds and loan stock income.

Review of business and outlook

A review of the Company’s business during the year

and its future prospects is contained in the Chairman’s

statement on pages 10 to 13 and in this Strategic

report.

There is a continuing focus on growing investments

in the FinTech, healthcare and other software and

Albion Technology & General VCT PLC 16

Strategic report

The figures in the table above show that, despite

some annual volatility, the Company has delivered

an average increase in shareholder value of 5.3% per

annum over the past ten years and 6.5% per annum

over the past five years.

The returns to shareholders who have acquired shares

through the C share issue in 2006 and the merger with

Albion Income & Growth VCT in 2013 are shown on the

Company’s Webpage on the Manager’s website at www.

albion.capital/funds/AATG under “Financial Summary

for Previous Funds”. Shareholders who have acquired

shares through Top Up Offers, the dividend reinvestment

scheme or in the market outside the corporate events

will be able to calculate their own returns based on the

price at which they acquired their shares, the dividends

they have received since the purchase and the current

net asset value of their holding.

3. Dividend distributions

Dividends paid in respect of the year ended 31

December 2023 were 3.72 pence per share (2022:

3.99 pence per share). Cumulative dividends paid since

inception were 127.34 pence per Ordinary share.

4. Ongoing charges (APM)

As agreed with the Manager in 2015, the ongoing

charges ratio for the year ended 31 December 2023

was capped at 2.75% (2022: 2.75%) with any excess

over the cap being a reduction in the management

fee. The ongoing charges ratio has decreased

Net asset value per share and total shareholder value*

Net Asset Value

Cumulative dividend

Methodology: NAV per share is calculated as net assets divided by the number of Ordinary shares in issue (excluding Treasury Shares).

*Total shareholder value per share is net asset value plus cumulative dividends.

2. Shareholder value (APM) and Shareholder return

†

(APM)

Total shareholder value since inception (being the NAV plus dividends paid) increased by 2.79 pence per share

(3.8% on opening NAV) to 199.33 pence per share for the year ended 31 December 2023.

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

2.5% (4.7%) 3.6% 6.0% 13.2% 11.9% (0.3%) 21.6% (4.6%) 3.8%

†

Calculated as the movement in total shareholder value per share for the year divided by the opening net asset value.

Pence per share

200

150

100

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

17Albion Technology & General VCT PLC

Strategic report

to 2.52% (2022: 2.55%). The ongoing charges

ratio has been calculated using The Association

of Investment Companies’ (AIC) recommended

methodology. This figure shows shareholders the

total recurring annual running expenses (including

investment management fees charged to capital

reserves) as a percentage of the average net assets

attributable to shareholders.

5. VCT regulation*

The investment policy is designed to ensure that the

Company continues to qualify, and is approved, as a

VCT by HMRC. In order to maintain its status under

VCT legislation, a VCT must comply on a continuing

basis with the provisions of Section 274 of the Income

Tax Act 2007, details of which are provided in the

Directors’ report on pages 47 and 48.

The relevant tests to measure compliance have been

carried out and independently reviewed for the year

ended 31 December 2023 and are also reviewed

during the year by Philip Hare & Associates LLP.

These reviews confirmed that the Company has

complied with all tests.

Gearing

As defined by the Articles of Association, the

Company’s maximum exposure in relation to gearing

is restricted to 10% of the share capital and reserves

adjusted for any dividends declared. Although the

investment policy permits the Company to borrow, the

Directors do not currently have any intention of utilising

long-term gearing and have not done so in the past.

Operational arrangements

The Company has delegated the investment

management of the portfolio to the Manager, Albion

Capital Group LLP, which is authorised and regulated

by the Financial Conduct Authority. The Manager also

provides company secretarial and other accounting and

administrative support to the Company.

*VCT compliance is not a numerical measure of performance and thus cannot be defined as an APM.

Dividend paid

Dividends paid in the period

Cumulative dividend

Pence per share

140

120

100

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Albion Technology & General VCT PLC 18

Strategic report

Investment Management Agreement

Under the Management Agreement, the Manager

provides investment management, secretarial

and administrative services to the Company. The

Management Agreement can be terminated by either

party on 12 months’ notice and is subject to earlier

termination in the event of certain breaches or on

the insolvency of either party. The Manager is paid

an annual management fee equal to 2.0% of the net

asset value of the Company and a seperate annual

administration fee of 0.2% of the net assets of the

Company, subject to a maximum of £200,000 per

annum and a minimum of £50,000 per annum, with

Board review every three years to consider inflation.

Both the Management fee and Administration fee

are payable quarterly in arrears. The total annual

running costs of the Company, including management

fees payable to Albion Capital Group LLP, Directors’

fees, professional fees and the costs incurred by the

Company in the ordinary course of business (but

excluding any exceptional items and performance fees

payable to Albion Capital Group LLP) are capped at an

amount equal to 2.75% of the Company’s net assets,

with any excess being met by Albion Capital Group LLP

by way of a reduction in management fees.

In some instances, the Manager is entitled to an

arrangement fee, payable by a portfolio company in

which the Company invests, in the region of 2.0% of

the investment made, and also monitoring fees where

the Manager has a representative on the portfolio

company’s board; these fees are payable by the

investee company. Further details of the Manager’s fee

can be found in note 5 to the financial statements.

Management performance incentive

Under the performance incentive arrangement, the

Manager will receive an incentive fee calculated annually

on a five year average rolling basis, equal to 15% of the

performance over a 5% hurdle (applied to the opening

net asset value each year in line with the current

dividend target). This fee will only become payable when

average returns to shareholders are in excess of 5% per

annum over a five year period. The first payment of a

performance fee of £155,000 will be payable to the

Manager after the adoption of the accounts at the 2024

AGM and is based on the audited results for the five year

period ended 31 December 2023.

There is a further provision of £123,000 which, if

crystallised, will become payable over the four years

to 31 December 2027 based on the audited results

for each rolling five year period to 31 December 2027.

Details of the calculation of the performance incentive

provision can be found in note 15.

Investment and co-investment

The Company co-invests with other Venture Capital

Trusts and funds managed by the Manager. Allocation

of investments is on the basis of an allocation

agreement which is based, inter alia, on the ratio of

funds available for investment.

Liquidity Management

The Board examines regularly both the liquidity of the

Company’s shares in the secondary market, which is

substantially influenced by the use of share buybacks

and share issuance, and the liquidity of the Company’s

portfolio. The nature of investments in a venture capital

portfolio is longer term and these are relatively illiquid

in the short term. Consequently, the Company seeks to

maintain sufficient liquidity in cash and near cash assets

to cover the operating costs of the Company and to meet

dividend payments and share buy-backs, as well as to

have the capacity to make fresh investments when the

opportunities arise. Although the Company is authorised

to borrow, in practice it does not borrow. The Board has

no intention that the Company should borrow given the

nature of the Company’s investments. Management

of liquidity is one of the key operational areas that the

Board discusses regularly with the Manager.

Evaluation of the Manager

The Board, through the Management Engagement

Committee, has evaluated the performance of the

Manager based on:

• the returns generated by the Company;

• the continuing achievement of the HMRC tests

for VCT status;

• the long term prospects of the current portfolio

of investments;

• the management of liquidity, including use of

buy-backs and participation in fund raising; and

• benchmarking the performance of the Manager

to other VCT managers, and the other VCTs

managed by Albion.

19Albion Technology & General VCT PLC

Strategic report

The Board believes that it is in the interests of

shareholders as a whole, and of the Company, to

continue the appointment of the Manager for the

forthcoming year.

Alternative Investment Fund Managers

Directive (“AIFMD”)

The Board appointed the Manager as the Company’s

AIFM in 2014 as required by the AIFMD. The Manager

is a full-scope Alternative Investment Fund Manager

under the AIFMD. Ocorian Depositary (UK) Limited is

the appointed Depositary and oversees the custody

and cash arrangements and provides other AIFMD

duties with respect to the Company.

Consumer duty

The FCA’s Consumer Duty came into effect from 31 July

2023. These rules set a higher standard of consumer

protection in financial services. The Manager as AIFM

is within scope of the FCA’s Consumer Duty, but the

Company itself is not.

The Manager is, for purposes of Consumer Duty, a

“manufacturer” of the Company’s shares as it is a firm

that has some influence over design and distribution

of the Company’s share product. The Manager’s latest

assessment of value for the Company’s shares was

completed in December 2023. The value assessment

concluded that the Company provides fair value for

shareholders.

Where the Manager’s product review concludes

that changes may help deliver better outcomes for

consumers, it will recommend these changes to the

Board.

Companies Act 2006 Section 172 Reporting

Under Section 172 of the Companies Act 2006 (the

“Act”), the Board has a duty to promote the success of

the Company for the benefit of its members as a whole

in both the long and short term, having regard to the

interests of other stakeholders in the Company, such

as suppliers, and to do so with an understanding of the

impact on the community and environment and with

high standards of business conduct, which includes

acting fairly between members of the Company.

The Board is very conscious of these wider

responsibilities in the way it promotes the Company’s

culture and ensures, as part of its regular oversight,

that the integrity of the Company’s affairs is foremost

in the way the activities are managed and promoted.

This includes regular engagement with the wider

stakeholders of the Company and being alert to issues

that might damage the Company’s standing in the

way that it operates. The Board works very closely with

the Manager in reviewing how stakeholder issues are

handled, ensuring good governance and responsibility

in managing the Company’s affairs, as well as visibility

and openness in how the affairs are conducted.

The Company is an externally managed investment

company with no employees, and as such has nothing

to report in relation to employee engagement but

does keep close attention on how the Board operates

as a cohesive and competent unit. The Company

also has no customers in the traditional sense and,

therefore, there is also nothing to report in relation to

relationships with customers.

The table that follows sets out the key stakeholders,

details how the Board has engaged with these key

stakeholders, and the effect of these considerations on

the Company’s decisions and strategies during the year.

Engagement with Stakeholder Decision outcomes based on engagement

Shareholders

The key methods of engaging with

Shareholders are as follows:

• Annual General Meeting (“AGM”).

• Shareholder seminar.

• Annual report and Financial

Statements, Half-yearly financial

report, and Interim management

statements.

• RNS announcements in accordance

with Listing Rules and Disclosure

Guidance and Transparency Rules

(“DTRs”) covering such things as the

publication of a Prospectus.

• Albion Capital website, social media

pages, as well as publishing Albion

News shareholder magazine.

• Shareholders’ views are important. The Board encourages Shareholders to

exercise their right to vote on the resolutions at the AGM. The Company’s AGM

is typically used as an opportunity to communicate with investors, including

through a presentation made by the Manager. Undertaking this virtually enabled

engagement with a wider audience of shareholders from across the country,

and gave shareholders the opportunity to ask questions and vote during the

virtual AGM last year. The virtual medium helps facilitate greater shareholder

participation and helps those who are unable to attend the AGM in person, as well

as provide a recording of the event for Shareholders to watch on demand.

• Shareholders are also encouraged to attend the in person annual Shareholder

Seminar. This year’s event took place on 15 November 2023 at the Royal College

of Surgeons. The seminar included Proveca and OutThink sharing insights into

their businesses and also a Q&A from Albion executives on some of the key factors

affecting the investment outlook, as well as a review of the past year and the

plans for the year ahead. Representatives of the Board attended the seminar. The

Board considers this an important interactive event and expects to continue to run

this in 2024.

• The Board recognises the importance to shareholders of maintaining a share

buy-back policy, in order to provide market liquidity, and considered this when

establishing the current policy. The Board closely monitors the discount to the net

asset value to target buybacks in the region of a 5% discount.

• The Board seeks to create value for Shareholders by generating strong and

sustainable returns to provide Shareholders with regular dividends and the

prospect of capital growth. The Board takes this into consideration when making

the decision to pay dividends to Shareholders. The variable dividend policy has

resulted in a dividend yield of 5.1% on opening net asset value.

• During the year, the Board made the decision to participate in the Albion

Prospectus Top Up Offer, to raise funds for deployment into new and existing

portfolio companies. The Prospectus was published on 15 December 2023 and

the Offer launched to applications on 2 January 2024. The Board carefully

considered whether further funds were required, whether the VCT tests would

continue to be met, and whether it would be in the interest of Shareholders, before

agreeing to publish each Prospectus. On allotment, an issue price formula based

on the prevailing net asset value is used to ensure there is no dilution to existing

Shareholders.

• Cash management and liquidity of the Company are key quarterly discussions

amongst the Board, with focus on deployment of cash for future investments,

dividends and share buy-backs and the prospect of future realisations in the

portfolio.

• Shareholders can contact the Chairman using the email AATGchair@albion.

capital.

21Albion Technology & General VCT PLC

Engagement with Stakeholder Outcomes and decisions based on engagement

Manager

The performance of Albion Capital

Group LLP is essential to the long term

success of the Company, including

achieving the investment policy and

generating returns to shareholders,

as well as the impact the Company

has on Environment, Social and

Governance (“ESG”) practice.

• The Manager meets with the Board at least quarterly to discuss the performance

of the Company, and is in regular contact in between these meetings, e.g. to share

investment papers for new and follow-on investments. All strategic decisions are

discussed in detail and minuted, with an open dialogue between the Board and

the Manager.

• The performance of the Manager in managing the portfolio and in providing

company secretarial, administration and accounting services is reviewed in detail

each year, which includes reviewing comparator engagement terms and portfolio

performance. Further details on the evaluation of the Manager, and the decision

to continue the appointment of the Manager for the forthcoming year, can be

found in this report.

• The performance incentive fee which is calculated by reference to the Company’s

five year rolling historic returns has been recognised with an accrual of £155,000

which will be payable to the Manager after the adoption of the accounts at the

2024 AGM. There is an additional provision of £123,000 which covers the period

to 31 December 2027, and further details can be found in note 15.

• Details of the Manager’s responsibilities can be found in the Statement of

corporate governance on pages 54 to 56.

Suppliers

The key suppliers are:

• Auditor;

• Corporate broker;

• Depositary;

• Legal adviser;

• Registrar; and

• VCT taxation adviser.

• The Manager, on behalf of the Company, is in regular contact with the suppliers

and the contractual arrangements with all the principal suppliers to the Company

are reviewed regularly and formally once a year, alongside the performance of the

suppliers in acquitting their responsibilities.

• The Manager reviews the performance of the providers annually and is satisfied

with their performance.

• As outlined in the Chairman’s statement, following a formal and rigorous audit

tender process, the Company was pleased to announce the appointment of

Johnston Carmichael LLP as the Company’s Auditor.

Portfolio companies

The portfolio companies are

considered key stakeholders, not least

because they are principal drivers

of value for the Company. Also, as

discussed in the ESG report on pages

42 to 45, the portfolio companies’

impact on their stakeholders is also

important to the Company.

• The Board aims to have a diversified portfolio across its chosen sectors and risk

classes. Further details of this can be found in the pie charts on pages 14 and 15.

• In most cases, an Albion executive has either a place on the board of a portfolio

company or is an observer, in order to help with both business operation decisions

and good ESG practices.

• The Manager provides access to deep expertise on growth strategy alignment,

leadership team hiring, organisational scaling and founder leader development.

• The Manager facilitates good dialogue with portfolio companies, and often puts

on events in order to help portfolio companies benefit from the Albion network.

Community and environment

The Company, with no employees, has

no effect itself on the community and

environment. However, as discussed

above, the portfolio companies’ ESG

impact is extremely important to the

Board.

• The Board receives reports on ESG factors within its portfolio from the Manager

as it is a signatory of the United Nations Principles for Responsible Investment

(“UN PRI”). Further details of this are set out in the ESG report. ESG, without its

specific definition, has always been at the heart of the responsible investing that

the Company engages in and in how the Company conducts itself with all of its

stakeholders.

Albion Technology & General VCT PLC 22

Strategic report

Social and community issues, employees

and human rights

The Board recognises the requirement under section

414C of the Act to detail information about social

and community issues, employees and human rights;

including any policies it has in relation to these matters

and effectiveness of these policies. As an externally

managed investment company with no employees,

the Company has no formal policies in these matters,

however, it is at the core of its responsible investment

strategy as detailed above.

General Data Protection Regulation

The General Data Protection Regulation (“GDPR”) has

the objective of unifying data privacy requirements

across the European Union. GDPR forms part of the UK

law after Brexit, now known as UK GDPR. The Manager

continues to take action to ensure that the Manager

and the Company are compliant with the regulation.

Further policies

The Company has adopted a number of further policies

relating to:

• Environment;

• Global greenhouse gas emissions;

• Anti-bribery;

• Anti-facilitation of tax evasion; and

• Diversity.

And these are set out in the Directors’ report on

page 49.

Risk management

The Board carries out a regular review of the risk

environment in which the Company operates, together

with changes to the environment and individual

risks. The Board also identifies emerging risks which

might impact on the Company. In the year ended 31

December 2023 the most noticeable risks have been

rising interest rates and inflation, caused in part by

current geopolitical tensions, and rising volatility in

world markets, particularly affecting growth stocks. The

full impact of these risks are likely to continue to be

uncertain for some time.

The Board has carried out a robust assessment of the

Company’s principal and emerging risks and seeks to

mitigate these throughregular reviews of performance

and monitoring progress and compliance. The

Board applies the principles detailed in the Financial

Reporting Council’s Guidance on Risk Management,

Internal Control and Related Financial and Business

Reporting, in the mitigation and management of these

risks. More information on specific mitigation measures

for the principal risks, emerging risks and uncertainties

are explained below:

The Board carries out a

regular review of the risk

environment in which the

Company operates, together

with changes to the environment

and individual risks.

23Albion Technology & General VCT PLC

Possible consequence Risk assessment

during the year

Risk management

RISK: Investment and performance (including technology investment risk)

The risk of investment in poor quality

businesses, which could reduce the

returns to shareholders and could

negatively impact on the Company’s

current and future valuations.

By nature, smaller unquoted

businesses, such as those that qualify

for Venture Capital Trust purposes,

have more volatile valuations than

larger, long-established businesses.

Technology investment related risks

are also likely to be greater in early,

rather than later, stage technology

investments, including the risks

of the technology not becoming

generally accepted by the market or

the obsolescence of the technology

concerned, often due to greater

financial resources being available to

competing companies. In addition to

this, the Company’s investment policy

creates concentration risk to the

technology sector (including FinTech

and HealthTech), as well as to the

health sector generally.

Continued

economic and

geopolitical issues

as referred to in

the Chairman’s

statement.

Earlier stage

technology

companies have

suffered from

a particularly

significant de-

rating in the past

year, and volatility

continues to be

seen in valuations

for these types of

assets.

To reduce this risk, the Board places reliance upon the skills

and expertise of the Manager and its track record of making

successful investments in higher growth technology businesses.

The Manager operates a formal and structured investment

appraisal and review process, which includes an Investment

Committee, comprising investment professionals from the

Manager for all investments, and at least one external

investment professional for investments greater than £1

million in aggregate across all the Albion managed VCTs. The

Manager also invites and takes account of comments from

non-executive Directors of the Company on matters discussed

at the Investment Committee meetings.

The Board and Manager regularly review the deployment of

investments and cash resources available to the Company

in assessing liquidity required for servicing the Company’s

buy-backs, dividend payments and operational expenses. The

decision to issue a Prospectus for the 2022/23 and 2023/24

Top-Ups followed careful analysis of these factors.

RISK: Valuation risk

The Company’s investment

valuation methodology is reliant

on the accuracy and completeness

of information that is issued by

portfolio companies. In particular,

the Directors may not be aware of,

or take into account, certain events

or circumstances which occur after

the information issued by such

companies is reported. External

market conditions, including changes

in benchmarks, transaction prices and

comparable multiples can also impact

the valuations.

No change in the

year.

Investments are actively and regularly monitored by the

Manager (investment managers normally observe or sit on

portfolio company boards), including the level of diversification

in the portfolio, and the Board receives detailed reports on each

investment as part of the Manager’s report at quarterly board

meetings.

The unquoted investments held by the Company are

designated at fair value through profit or loss and valued in

accordance with the International Private Equity and Venture

Capital Valuation Guidelines updated in 2022. These guidelines

set out recommendations, intended to represent current best

practice on the valuation of venture capital investments. The

valuation takes into account all known or knowable material

facts at the date of valuation.

Possible consequence Risk assessment

during the year

Risk management

RISK: Investment and performance (including technology investment risk)

The risk of investment in poor quality

businesses, which could reduce the

returns to shareholders and could

negatively impact on the Company’s

current and future valuations.

By nature, smaller unquoted

businesses, such as those that qualify

for Venture Capital Trust purposes,

have more volatile valuations than

larger, long-established businesses.

Technology investment related risks

are also likely to be greater in early,

rather than later, stage technology

investments, including the risks

of the technology not becoming

generally accepted by the market or

the obsolescence of the technology

concerned, often due to greater

financial resources being available to

competing companies. In addition to

this, the Company’s investment policy

creates concentration risk to the

technology sector (including FinTech

and HealthTech), as well as to the

health sector generally.

Continued

economic and

geopolitical issues

as referred to in

the Chairman’s

statement.

Earlier stage

technology

companies have

suffered from

a particularly

significant de-

rating in the past

year, and volatility

continues to be

seen in valuations

for these types of

assets.

To reduce this risk, the Board places reliance upon the skills

and expertise of the Manager and its track record of making

successful investments in higher growth technology businesses.

The Manager operates a formal and structured investment

appraisal and review process, which includes an Investment

Committee, comprising investment professionals from the

Manager for all investments, and at least one external

investment professional for investments greater than £1

million in aggregate across all the Albion managed VCTs. The

Manager also invites and takes account of comments from

non-executive Directors of the Company on matters discussed

at the Investment Committee meetings.

The Board and Manager regularly review the deployment of

investments and cash resources available to the Company

in assessing liquidity required for servicing the Company’s

buy-backs, dividend payments and operational expenses. The

decision to issue a Prospectus for the 2022/23 and 2023/24

Top-Ups followed careful analysis of these factors.

RISK: Valuation risk

The Company’s investment

valuation methodology is reliant

on the accuracy and completeness

of information that is issued by

portfolio companies. In particular,

the Directors may not be aware of,

or take into account, certain events

or circumstances which occur after

the information issued by such

companies is reported. External

market conditions, including changes

in benchmarks, transaction prices and

comparable multiples can also impact

the valuations.

No change in the

year.

Investments are actively and regularly monitored by the

Manager (investment managers normally observe or sit on

portfolio company boards), including the level of diversification

in the portfolio, and the Board receives detailed reports on each

investment as part of the Manager’s report at quarterly board

meetings.

The unquoted investments held by the Company are

designated at fair value through profit or loss and valued in

accordance with the International Private Equity and Venture

Capital Valuation Guidelines updated in 2022. These guidelines

set out recommendations, intended to represent current best

practice on the valuation of venture capital investments. The

valuation takes into account all known or knowable material

facts at the date of valuation.

Possible consequence Risk assessment

during the year

Risk management

RISK: VCT approval and regulatory change risk

The Company must comply with

section 274 of the Income Tax Act

2007 which enables its investors to

take advantage of tax relief on their

investment and on future returns.

Breach of any of the rules enabling

the Company to hold VCT status could

result in the loss of that status.

No change in the

year.

To reduce this risk, the Board has appointed the Manager,

which has a team with significant experience in Venture Capital

Trust management, used to operating within the requirements

of the Venture Capital Trust legislation. In addition, to provide

further formal reassurance, the Board has appointed Philip

Hare & Associates LLP as its taxation adviser, who report

quarterly to the Board to independently confirm compliance

with the Venture Capital Trust legislation, to highlight areas of

risk and to inform on changes in legislation. Each investment

in a new portfolio company is also pre-cleared with our

professional advisers and/or H.M. Revenue & Customs. The

Company monitors closely the extent of qualifying holdings

and addresses this as required.

The Government has announced its intention to extend the

VCT sunset clause to 2035. This will help enable the Company

to continue supporting its portfolio of high growth companies.

RISK: Cyber and data security risk

Failures in IT systems and controls

within the Manager’s business could

place assets of the Company at

risk, result in loss of sensitive data

(including shareholder data), or loss of

access to systems resulting in a lack of

timely communication to market.

No change in the

year.

The Manager has a dedicated in-house IT support function to

assist in the management of the IT infrastructure and improve

the IT control environment.

The Company and its operations are subject to a series of rigorous

internal controls and review procedures exercised throughout the

year. The Board receives reports from the Manager on its internal

controls and risk management, including on matters relating to

cyber security.

The Audit and Risk Committee reviews the Internal Audit Reports

prepared by the Manager’s internal auditors, Azets, and has

access to their internal audit partner to whom it can ask specific

detailed questions in order to satisfy itself that the Manager has

sufficient systems and controls in place including those in relation

to business continuity and cyber security.

The Manager also has a formal risk committee in place which

meets every six months, with cyber risk being discussed at Board

meetings.

RISK: Reliance on key agents and personnel

The Company relies on a number

of third parties, in particular the

Manager, for the provision of

investment management and

administrative functions. Failures in

key systems and controls or loss of

key personnel, within the Manager’s

business could put assets of the

Company at risk or result in reduced or

inaccurate information being passed

to the Board or to shareholders.

No change in the

year.

Ocorian Depositary (UK) Limited is the Company’s Depositary,

appointed to oversee the custody and cash arrangements and

provide other AIFMD duties. The Board reviews the quarterly

reports prepared by Ocorian Depositary (UK) Limited to ensure

that the Manager is adhering to its policies and procedures as

required by the AIFMD.

In addition, the Board annually reviews the performance of

its key service providers, particularly the Manager, to ensure

they continue to have the necessary expertise and resources

to deliver the Company’s investment objective and policy. The

Manager and other service providers have also demonstrated

to the Board that there is no undue reliance placed upon any

one individual.

25Albion Technology & General VCT PLC

Strategic report

Possible consequence Risk assessment

during the year

Risk management

RISK: Economic, political and social risk

Changes in economic conditions,

including; higher interest rates, rates

of inflation, industry conditions,

competition, political and diplomatic

events, and other factors could

substantially and adversely affect the

Company’s prospects in a number of

ways. This also includes risks of social

upheaval, including from infection

and population re-distribution, as well

as economic risk challenges as a result

of healthcare pandemics/infection.

Increased in

the year, due to

the continued

high levels of

inflation and rising

interest rates

and new areas of

geopolitical risks.

The Company invests in a diversified portfolio of companies

across a number of industry sectors and in addition often invests

in a mixture of instruments in portfolio companies and has a

policy of minimising any external bank borrowings within portfolio

companies.

At any given time, the Company has sufficient cash resources to

meet its operating requirements, including share buy-backs and

follow-on investments.

In common with most commercial operations, exogenous risks

over which the Company has no control are always a risk and the

Company does what it can to address these risks where possible,

not least as the nature of the investments the Company makes

are long term.

The Board and Manager continuously assess the resilience of the

portfolio, the Company and its operations and the robustness

of the Company’s external agents, as well as considering longer

term impacts on how the Company might be positioned in how

it invests and operates. Ensuring liquidity in the portfolio to

cope with exigent and unexpected pressures on the finances of

the portfolio and the Company is an important part of the risk

mitigation in uncertain times. The portfolio is diversified and

exposure is relatively small to some of the most at-risk sectors

that include leisure, hospitality, retail and travel.

RISK: Discount risk

The market value of Ordinary shares

can fluctuate. The market value of

an Ordinary share, as well as being

affected by its net asset value (“NAV”)

and prospective NAV, also takes

into account its dividend yield and

prevailing interest rates. As such, the

market value of an Ordinary share may

vary considerably from its underlying

NAV. The market prices of shares

in quoted investment companies

can, therefore, be at a discount or

premium to the NAV at different times,

depending on supply and demand,

market conditions, general investor

sentiment and other factors, including

the ability to exercise share buybacks.

Accordingly, the market price of the

Ordinary shares may not fully reflect

their underlying NAV.

No change in the

year.

The Company operates a share buy-back policy, which aims to

limit the discount at which the shares trade to around 5% to

NAV, by being a purchaser at this level through the Company

in absence of general market demand. From time to time buy-

backs cannot be applied, for example when the Company is

subject to a close period, or if it were to exhaust and could not

renew any buyback authorities.

New Ordinary shares are issued at sufficient premium to NAV

to cover the costs of issue and to avoid asset value dilution to

existing investors.

As part of its review of the risk environment, the Board have also considered emerging risks that may impact the

Company in the future. The following are some of the potential emerging risks management and the Board are

currently monitoring:

• Environmental, Social and Governance (“ESG”) risk

• Climate change

• Change of government or Government policy

Albion Technology & General VCT PLC 26

Strategic report

Viability statement

In accordance with the FRC UK Corporate Governance

Code published in 2018 and provision 36 of the AIC

Code of Corporate Governance, the Directors have

assessed the prospects of the Company for the three

years to 31 December 2026. The Directors believe

that three years is a reasonable period in which they

can assess the ability of the Company to continue to

operate as a going concern and meet its liabilities as

they fall due. This is the period used by the Board as

part of its strategic planning process, which includes:

the estimated timelines for finding, assessing and

completing investments; the potential impact of any

new regulations; and the availability of cash.

As noted above, the Board has carried out a robust

assessment of the principal and emerging risks facing

the Company, including those that could threaten

its business model, future performance, solvency or

liquidity, and focused on the major factors which affect

the economic, regulatory and political environment.

The Board also considered the procedures in place

to identify emerging risks and the risk management

processes in place to avoid or reduce the impact of the

underlying risks. The Board carefully assessed, and was

satisfied with, the risk management processes in place

to avoid or reduce the impact of these risks. Inflation

remaining high, interest costs remaining elevated and

the impact on growth stocks against a geopolitically

uncertain environment remain risks that need to be

considered against the practical management of the

Company’s net assets and its operational requirements.

The Board has carried out robust stress testing of

cashflows which include: factoring in higher levels

of inflation when budgeting for future expenses;

only including proceeds from investment disposals

where there is a high probability of completion;

assessing the resilience of portfolio companies given

the current decline in the global economy, including

the requirement for any future financial support;

and the ability to fulfil interest requirements on debt

instruments.

The Board assessed the ability of the Company to

raise finance and deploy capital, as well as the existing

cash resources of the Company by looking at cashflow

forecasts and the future pipeline of investments. The

Board has additionally considered the ability of the

Company to comply with the ongoing conditions to

ensure it maintains its VCT qualifying status under its

current investment policy. As a result of the Board’s

quarterly valuation reviews, it has concluded that the

portfolio is well balanced and geared towards delivering

long term growth and strong returns to shareholders. In

assessing the prospects of the Company, the Directors

have considered the cash flow by looking at the

Company’s income and expenditure projections and

funding pipeline over the assessment period of three

years and they appear realistic. It is also satisfied that

the Company can maintain its VCT qualifying status.

Taking into account the processes for mitigating risks,

monitoring costs, implementing share buy-backs and

issuance of new shares, the Manager’s compliance

with the investment objective, achievement of the VCT

qualifying status, policies and business model and the

balance of the portfolio, the Board has concluded that

there is a reasonable expectation that the Company

will be able to continue in operation and meet its

liabilities as they fall due over the three year period

to 31 December 2026. The Board is mindful of the

ongoing and emerging risks and will continue to ensure

that appropriate safeguards are in place, in addition

to monitoring the quarterly cashflow forecasts to

ensure the Company has sufficient liquidity to meet its

operational and investment needs.

Companies Act 2006

This Strategic report of the Company for the year

ended 31 December 2023 has been prepared in

accordance with the requirements of section 414A of

the Companies Act 2006 (the “Act”). The purpose of

this report is to provide Shareholders with sufficient

information to enable them to assess the extent to

which the Directors have performed their duty to

promote the success of the Company in accordance

with Section 172 of the Act.

For and on behalf of the Board

Clive Richardson

Chairman

18 April 2024

27Albion Technology & General VCT PLC

Strategic report

PORTFOLIO OF INVESTMENTS

As at 31 December 2023 As at 31 December 2022

Change in value for the

year *

£’000

Fixed asset investments

% voting rights

% voting rights held

by all Albion managed

VCTs

Cost

£’000

Cumulative movement

in value

£’000

Value

£’000

Cost

£’000

Cumulative movement

in value

£’000

Value

£’000

Quantexa 2.1 8.5 2,678 22,240 24,918 2,740 14,193 16,933 10,030

Proveca 6.6 44.5 2,007 3,962 5,969 1,184 3,546 4,730 416

Radnor House School (TopCo) 14.8 48.3 2,710 3,205 5,915 2,710 2,535 5,245 670

Oviva 2.9 12.2 2,694 1,691 4,385 2,694 1,608 4,302 83

Runa Network 3.5 14.9 2,748 728 3,476 2,101 591 2,692 137

Egress Software Technologies 2.2 24.7 765 2,689 3,454 765 2,193 2,958 496

Panaseer 4.1 14.9 2,524 734 3,258 1,122 815 1,937 (81)

Cantab Research (T/A Speechmatics) 3.4 14.4 2,901 287 3,188 2,901 917 3,818 (630)

Chonais River Hydro 15.7 50.0 2,169 966 3,135 2,169 1,864 4,033 (898)

The Evewell Group 6.4 33.0 1,547 1,497 3,044 1,547 1,590 3,137 (93)

Elliptic Enterprises 1.6 5.9 2,429 4 2,433 2,156 - 2,156 4

Convertr Media 6.9 26.6 1,105 1,033 2,138 1,105 1,056 2,161 (23)

Gharagain River Hydro 18.5 50.0 1,526 599 2,125 1,526 789 2,315 (190)

Gravitee Topco (T/A Gravitee.io) 2.7 20.2 1,556 236 1,792 920 235 1,155 -

Healios 4.8 33.5 1,788 1 1,789 1,500 417 1,917 (416)

MHS1 22.5 48.8 1,565 (59) 1,506 1,565 93 1,658 (152)

The Street by Street Solar Programme 8.1 50.0 895 592 1,487 895 648 1,543 (56)

Peppy Health 1.6 8.7 1,481 - 1,481 1,481 - 1,481 -

Toqio FinTech Holdings (T/A Toqio) 2.0 10.4 1,400 - 1,400 1,400 - 1,400 -

TransFICC 3.1 14.7 1,275 - 1,275 1,275 377 1,652 (377)

Regenerco Renewable Energy 7.9 50.0 822 395 1,217 822 498 1,320 (103)

Beddlestead 9.8 49.0 1,200 (60) 1,140 1,200 (84) 1,116 24

InCrowd Sports 4.8 17.2 749 313 1,062 749 313 1,062 -

Aridhia Informatics 4.9 21.6 950 93 1,043 950 227 1,177 (134)

OpenDialog AI 3.2 16.7 968 - 968 - - - -

The Q Garden Company 33.4 50.0 934 22 956 934 65 999 (43)

Threadneedle Software Holdings

(T/A Solidatus) 1.7 11.5 1,014 (87) 927 1,014 617 1,631 (704)

GX Molecular (T/A CS Genetics) 2.9 14.8 846 - 846 846 - 846 -

Seldon Technologies 2.3 22.7 796 - 796 694 - 694 -

Locum’s Nest 6.9 25.6 813 (17) 796 813 370 1,183 (387)

Accelex Technology 1.9 15.4 534 254 788 353 - 353 254

OutThink 2.7 13.9 687 - 687 687 - 687 -

Alto Prodotto Wind 6.9 50.0 488 193 681 530 206 736 7

NuvoAir Holdings 1.4 11.2 564 47 611 564 272 836 (225)

Premier Leisure (Suffolk) 25.8 47.4 454 138 592 454 90 544 48

uMedeor (T/A uMed) 2.8 21.4 540 50 590 150 1 151 49

DiffBlue 2.5 12.9 585 - 585 585 - 585 -

Albion Technology & General VCT PLC 28

STRATEGIC

As at 31 December 2023 As at 31 December 2022

Change in value for the

year *

£’000

Fixed asset investments

% voting rights

% voting rights held

by all Albion managed

VCTs

Cost

£’000

Cumulative movement

in value

£’000

Value

£’000

Cost

£’000

Cumulative movement

in value

£’000

Value

£’000

Quantexa 2.1 8.5 2,678 22,240 24,918 2,740 14,193 16,933 10,030

Proveca 6.6 44.5 2,007 3,962 5,969 1,184 3,546 4,730 416

Radnor House School (TopCo) 14.8 48.3 2,710 3,205 5,915 2,710 2,535 5,245 670

Oviva 2.9 12.2 2,694 1,691 4,385 2,694 1,608 4,302 83

Runa Network 3.5 14.9 2,748 728 3,476 2,101 591 2,692 137

Egress Software Technologies 2.2 24.7 765 2,689 3,454 765 2,193 2,958 496

Panaseer 4.1 14.9 2,524 734 3,258 1,122 815 1,937 (81)

Cantab Research (T/A Speechmatics) 3.4 14.4 2,901 287 3,188 2,901 917 3,818 (630)

Chonais River Hydro 15.7 50.0 2,169 966 3,135 2,169 1,864 4,033 (898)

The Evewell Group 6.4 33.0 1,547 1,497 3,044 1,547 1,590 3,137 (93)

Elliptic Enterprises 1.6 5.9 2,429 4 2,433 2,156 - 2,156 4

Convertr Media 6.9 26.6 1,105 1,033 2,138 1,105 1,056 2,161 (23)

Gharagain River Hydro 18.5 50.0 1,526 599 2,125 1,526 789 2,315 (190)

Gravitee Topco (T/A Gravitee.io) 2.7 20.2 1,556 236 1,792 920 235 1,155 -

Healios 4.8 33.5 1,788 1 1,789 1,500 417 1,917 (416)

MHS1 22.5 48.8 1,565 (59) 1,506 1,565 93 1,658 (152)

The Street by Street Solar Programme 8.1 50.0 895 592 1,487 895 648 1,543 (56)

Peppy Health 1.6 8.7 1,481 - 1,481 1,481 - 1,481 -

Toqio FinTech Holdings (T/A Toqio) 2.0 10.4 1,400 - 1,400 1,400 - 1,400 -

TransFICC 3.1 14.7 1,275 - 1,275 1,275 377 1,652 (377)

Regenerco Renewable Energy 7.9 50.0 822 395 1,217 822 498 1,320 (103)

Beddlestead 9.8 49.0 1,200 (60) 1,140 1,200 (84) 1,116 24

InCrowd Sports 4.8 17.2 749 313 1,062 749 313 1,062 -

Aridhia Informatics 4.9 21.6 950 93 1,043 950 227 1,177 (134)

OpenDialog AI 3.2 16.7 968 - 968 - - - -

The Q Garden Company 33.4 50.0 934 22 956 934 65 999 (43)

Threadneedle Software Holdings

(T/A Solidatus) 1.7 11.5 1,014 (87) 927 1,014 617 1,631 (704)

GX Molecular (T/A CS Genetics) 2.9 14.8 846 - 846 846 - 846 -

Seldon Technologies 2.3 22.7 796 - 796 694 - 694 -

Locum’s Nest 6.9 25.6 813 (17) 796 813 370 1,183 (387)

Accelex Technology 1.9 15.4 534 254 788 353 - 353 254

OutThink 2.7 13.9 687 - 687 687 - 687 -

Alto Prodotto Wind 6.9 50.0 488 193 681 530 206 736 7

NuvoAir Holdings 1.4 11.2 564 47 611 564 272 836 (225)

Premier Leisure (Suffolk) 25.8 47.4 454 138 592 454 90 544 48

uMedeor (T/A uMed) 2.8 21.4 540 50 590 150 1 151 49

DiffBlue 2.5 12.9 585 - 585 585 - 585 -

As at 31 December 2023 As at 31 December 2022

Change in value for the

year *

£’000

Fixed asset investments

% voting rights

% voting rights held

by all Albion managed

VCTs

Cost

£’000

Cumulative movement

in value

£’000

Value

£’000

Cost

£’000

Cumulative movement

in value

£’000

Value

£’000

PeakData 2.1 11.2 943 (373) 570 943 71 1,014 (444)

GridCog International 3.0 15.9 570 - 570 - - - -

Cisiv 5.3 21.1 695 (136) 559 695 (282) 413 146

Phasecraft 0.9 4.2 514 - 514 - - - -

PetsApp 2.6 13.6 487 - 487 487 - 487 -

Erin Solar 15.7 50.0 440 (8) 432 440 12 452 (20)

5Mins Al 2.2 11.1 390 - 390 390 - 390 -

PerchPeek 2.0 13.6 635 (254) 381 635 - 635 (254)

AVESI 8.0 50.0 259 59 318 259 88 347 (29)

Imandra 1.6 8.1 215 101 316 215 116 331 (15)

Ramp Software 1.9 10.2 277 - 277 277 - 277 -

Tem-Energy 1.9 9.5 241 - 241 241 - 241 -

Koru Kids 1.4 8.3 442 (204) 238 430 (68) 362 (136)

Harvest AD n/a n/a 210 19 229 210 23 233 (4)

Kennek Solutions 0.7 3.3 210 - 210 - - - -

Mirada Medical 4.6 15.0 1,321 (1,125) 196 1,321 (1,125) 196 -

Mondra Global 0.2 0.8 189 - 189 - - - -

Neurofenix 2.9 14.8 590 (414) 176 590 - 590 (414)

Arecor Therapeutics PLC** 0.3 1.8 98 45 143 231 206 437 (41)

Greenenerco 3.1 50.0 74 51 125 80 54 134 2

Infact Systems (T/A Infact) 1.9 10.0 96 - 96 96 - 96 -

Regulatory Genome Development 0.8 5.4 118 (24) 94 107 - 107 (24)

Symetrica 0.2 4.8 91 (6) 85 79 (16) 63 10

Black Swan Data 6.4 20.2 4,714 (4,650) 64 4,714 (2,454) 2,260 (2,196)

Brytlyt 1.9 14.8 406 (356) 50 386 - 386 (356)

DySIS Medical 2.6 7.3 2,589 (2,582) 7 2,589 (2,197) 392 (385)

Elements Software 3.1 4.2 19 (19) - 19 (19) - -

Total fixed asset investments 67,540 31,870 99,410 60,535 30,451 90,986 3,546

*As adjusted for additions and disposals during the year

**Quoted equity

The comparative cost and valuations for 31 December 2022 do not agree to the Annual Report and Financial Statements for the year ended 31

December 2022 as the above list excludes brought forward investments that were fully disposed of in the year.

29Albion Technology & General VCT PLC

Portfolio of investments

The following is a summary of fixed asset realisations or write-offs for the year ended 31 December 2023:

Fixed asset investment realisations

Cost

£’000

Opening

carrying

value*

£’000

Disposal

proceeds

£’000

Total

realised

gain/(loss)

£’000

Gain/(loss)

on opening

value

£’000

Disposals:

Quantexa 62 2,045 3,420 3,358 1,375

Ophelos 492 492 1,010 518 518

Zift Channel Solutions 881 326 464 (417) 138

Arecor Therapeutics PLC 134 252 240 106 (12)

Oxsensis 3,484 95 158 (3,326) 63

uMotif 1,121 120 1 (1,120) (119)

Forward Clinical (T/A Pando) 196 - - (196) -

Limitless Technology 560 282 - (560) (282)

Loan stock repayments and other:

Proveca 254 254 269 15 15

Alto Prodotto Wind 42 64 64 22 -

uMedeor (T/A uMed) 50 51 53 3 2

Greenenerco 7 10 10 3 -

Escrow adjustments and other* - - 229 229 229

Total fixed asset realisations 7,283 3,991 5,918 (1,365) 1,927

*These comprise fair value movements on deferred consideration on previously disposed investments and expenses which are incidental to the

purchase or disposal of an investment.

£’000

Total change in value of investments for the year 3,546

Movement in loan stock accrued interest 86

Unrealised gains on fixed asset investments 3,632

Realised gains on fixed asset investments 1,927

Unwinding of discount on deferred consideration 433

Total gains on investments as per Income statement 5,992

Albion Technology & General VCT PLC 30

Portfolio of investments

Healthcare (including digital healthcare)

Renewable energy

Software & other technology

FinTech

Other (including education)

PORTFOLIO COMPANIES

STRATEGIC

Audited results for year ended:

31 March

2023

£’000

31 March

2022

£’000

Turnover 57,858 37,177

LBITDA (54,418) (26,228)

Loss before tax (54,211) (26,874)

Net assets 35,725 85,147

Filleted audited results for year ended:

31 July

2022

£’000

31 July

2021

£’000

Net liabilities (2,545) (2,731)

Investment information £’000

Income recognised in the year -

Total cost 2,678

Valuation 24,918

Voting rights 2.1%

Voting rights held by all Albion

managed VCTs

8.5%

Basis of valuation Cost and price of recent

investment (calibrated and

reviewed for impairment)

Investment information £’000

Income recognised in the year -

Total cost 2,007

Valuation 5,969

Voting rights 6.6%

Voting rights held by all Albion

managed VCTs

44.5%

Basis of valuation Revenue multiple

www.quantexa.com

Quantexa has developed an analytics platform which offers entity resolution,

network analytics and automated decisioning at massive scale in real time. This

capability is used to fight financial crime and reduce fraud. Quantexa now counts

many of the world’s largest banks, insurers and governments among its clients.

www.proveca.com

Albion Technology & General VCT PLC 32

Proveca is a specialty pharmaceutical company focused on children’s medicines.

The company is addressing a significant need in developing drugs that are specifically

formulated for children, taking advantage of a supportive regulatory regime and

market protection throughout Europe. Its first product for chronic drooling was

launched in 2017. It has a pipeline of drugs focused on neurology, immunology and

cardiovascular that it expects to reach the market over the next three years.

Runa Network provides a cloud platform and an API that enables corporates

to purchase digital gift cards and issue digital payouts to employees and customers.

This can be done for a variety of use cases such as HR (employee benefits/rewards),

marketing (customer acquisition/activation), loyalty and disbursements. It has built

unique technology and direct integrations with over a thousand brands and retailers

on the supply side.

www.runa.io

Audited results for year ended:

31 December

2022

£’000

31 December

2021

£’000

Turnover 34,069 32,642

LBITDA (8,841) (5,032)

Loss before tax (9,054) (5,245)

Net assets 9,967 2,793

Investment information £’000

Income recognised in the year -

Total cost 2,748

Valuation 3,476

Voting rights 3.5%

Voting rights held by all Albion

managed VCTs

14.9%

Basis of valuation Cost and price of recent

investment (calibrated and

reviewed for impairment)

Oviva is the category leader in Europe for digital, reimbursed dietetic care. The

company sells digital and technology-led service solutions for conditions such

as diabetes and obesity. It consistently demonstrates best-in-class outcomes

helping its clients save costs and improve patient well-being. It is active in the UK,

Germany, France and Switzerland.

Audited results for year ended:

31 December

2022

£’000

31 December

2021

£’000

Turnover 14,123 7,531

LBITDA (14,124) (9,468)

Net assets 43,084 61,700

Investment information £’000

Income recognised in the year -

Total cost 2,694

Valuation 4,385

Voting rights 2.9%

Voting rights held by all Albion

managed VCTs

12.2%

Basis of valuation Cost and price of recent

investment (calibrated and

reviewed for impairment)

www.oviva.com

Radnor House School (TopCo) operates a co-educational

independent school near Sevenoaks, Kent. The school is growing strongly with

over 500 children on the roll and further capacity to expand. Significant further

investment has been made into the school’s facilities to enable it to deliver a

personalised education experience to each student. The curriculum and co-

curricular activities are designed to give each child a wide range of academic and

other skills in a supportive and nurturing environment.

www.radnorhouse.org

Audited results for year ended:

31 August

2023

£’000

31 August

2022

£’000

Turnover 10,639 9,338

EBITDA 1,835 1,368

Proft/(loss) before

tax

276 (123)

Net assets 18,204 12,238

Investment information £’000

Income recognised in the year 266

Total cost 2,710

Valuation 5,915

Voting rights 14.8%

Voting rights held by all Albion

managed VCTs

48.3%

Basis of valuation Earnings multiple (supported by

third party valuation)

Portfolio companies

www.panaseer.com

Panaseer has developed a software platform which integrates and captures data

provided by an enterprise’s cyber security systems. The platform has a visualisation

layer which gives an easy interface for CIOs and CSOs to interrogate its security data

on an enterprise-wide basis, offering RoI analysis and threat intelligence.

Audited results for year ended:

30 June

2023

£’000

30 June

2022

£’000

Turnover 10,094 5,277

LBITDA (7,606) (11,545)

Loss before tax (8,542) (11,672)

Net (liabilities)/

assets

(4,744) 3,598

Investment information £’000

Income recognised in the year -

Total cost 2,524

Valuation 3,258

Voting rights 4.1%

Voting rights held by all Albion

managed VCTs

14.9%

Basis of valuation Cost and price of recent investment

(calibrated and reviewed for

impairment)

www.egress.com

Egress Software Technologies has developed a secure communication

platform that uses encryption and machine learning to secure content shared via email

and other applications. Egress serves organisations and small enterprise customers in

the public sector, legal, healthcare, financial services and defence sectors.

Cantab Research (T/A Speechmatics) provides advanced speech

recognition software. Their technology can automatically transcribe any voice or

audio assets from any live or recorded media and convert it into text in real time with

leading accuracy across a wide range of languages. The software can be deployed

using small footprint language models, which allow the speech to text processing to

be performed at high accuracy both on premise and on device, as well as in the cloud.

Albion funds invested alongside existing investors (IQ Capital and leading Cambridge

angels) to accelerate growth.

Audited results for year ended:

31 December

2022

£’000

31 December

2021

£’000

Turnover 27,127 21,890

LBITDA (9,276) (8,106)

Loss before tax (10,177) (8,612)

Net liabilities (17,392) (8,537)

Investment information £’000

Income recognised in the year -

Total cost 765

Valuation 3,454

Voting rights 2.2%

Voting rights held by all Albion

managed VCTs

24.7%

Basis of valuation Revenue multiple

Audited results for year ended:

31 December

2022

£’000

31 December

2021

£’000

Turnover 11,579 9,533

LBITDA (11,002) (5,008)

Loss before tax (11,479) (5,244)

Net assets 29,076 1,353

Investment information £’000

Income recognised in the year -

Total cost 2,901

Valuation 3,188

Voting rights 3.4%

Voting rights held by all Albion

managed VCTs

14.4%

Basis of valuation Revenue multiple

www.speechmatics.com

Portfolio companies

Filleted audited results for year ended:

30 September

2022

£’000

30 September

2021

£’000

Net liabilities (182) (163)

Investment information £’000

Income recognised in the year 129

Total cost 2,169

Valuation 3,135

Voting rights 15.7%

Voting rights held by all Albion

managed VCTs

50.0%

Basis of valuation Discounted cash flow (supported by

third party valuation)

The Evewell Group owns and operates private women’s health centres

of excellence with one clinic open on Harley Street and another in Hammersmith,

both focusing on fertility and IVF treatment but uniquely also covering all aspects

of a woman’s gynaecological health.

Chonais River Hydro is a 2MW hydropower scheme near Loch Carron in the

Scottish Highlands. It is a run-of-river scheme, taking water from a small river via an

intake on the mountainside. The scheme is low visual impact with the only visible

components being a small intake and a powerhouse, both of which are built using

local material. It generates enough electricity to power approximately 2,000 homes.

It benefits from inflation-protected renewable subsidies for a period of 20 years. The

scheme was commissioned in 2014 and has been generating successfully since.

Filleted audited results for year ended:

31 December

2022

£’000

31 December

2021

£’000

Net liabilities (1,478) (978)

Investment information £’000

Income recognised in the year 146

Total cost 1,547

Valuation 3,044

Voting rights 6.4%

Voting rights held by all Albion

managed VCTs

33.0%

Basis of valuation Earnings multiple

www.evewell.com

www.greenhighland.co.uk

Portfolio companies

Governance

The Board provides a wide range of relevant experience and

skills and good diversity in its membership. Each member

of the Board has demonstrated sufficient time capacity to

meet the commitments required in preparing for, attending

and participating in periodic Board meetings and for all the

activities that take place between formal Board meetings

as an important part of the process of oversight and

constructive challenge from an independent board of an

investment company. The Board works closely together and

reviews succession and allocation of responsibilities on a

regular basis.

THE BOARD OF DIRECTORS

The following are the Directors of the Company, all of whom operate in a non-executive capacity:

Clive Richardson, (appointed 1 June 2022) has extensive experience across a range of

private and public international healthcare and technology focused firms from start-

ups to mid-cap companies. He was Head of Equities Research for Investec Bank, and

worked as a strategy consultant for L.E.K. Consulting, a leading global strategy firm.

He has held non-executive director roles and served as an executive board member on

CIS Healthcare Limited and Clinisys Group Limited, both decision support healthcare

software companies. He has served as CEO for Akari Therapeutics PLC, a NASDAQ listed

biotechnology company and is currently CEO of con-join-AI, a healthcare technology

company.

Margaret Payn BA, FCA, (appointed 3 August 2020) has extensive experience across

the financial sector. She qualified as a chartered accountant with KPMG in London. She

has worked for a number of financial institutions in the UK, Australia and Asia, including

nine years at Schroders where she held CFO and COO roles, and seven years in similar

roles with Westpac and ANZ Banking Group. Her most recent executive role was at AMP

Capital where she held the positions of CFO/COO within the asset management division

and was responsible for leading the finance, product, strategy and support functions.

She retired from this position in 2018. Margaret joined the board of Bendigo Adelaide

Bank in 2023 (a company listed on the Australian Stock Exchange), where she is the

Chair of the Financial Risk Committee. She was a non-executive Director of JPMorgan

Mid Cap Investment Trust plc from 2019 until February 2024.

37Albion Technology & General VCT PLC

GOVERNANCE

David Benda, (appointed 26 June 2023) has extensive corporate banking experience

working with investment companies providing advice on fundraising, reorganisations

and restructurings. He qualified as a chartered accountant with Coopers & Lybrand

in London in 1994 and whilst working for them, he took up secondment in both the

New York and Prague offices until his departure in 1997. Since then, David has worked

in various corporate broking roles, including for HSBC James Capel and Winterflood

Securities where he focused on investment companies. David is currently a Managing

Director at Deutsche Numis where he heads up the corporate side of the listed fund

team and co-heads the team overall. He has vast experience on advising UK listed

closed-ended funds and managing corporate transactions which includes fundraisings,

reorganisations and restructurings. He is a member of the Association of Investment

Companies Broking Committee and the LSE Investment Funds Group.

Peter Moorhouse, (appointed 1 September 2023) brings a depth of corporate finance

knowledge particularly with companies in the healthcare and technology sectors,

advising primarily on equity financing, mergers and acquisitions. He also has valuable

experience of private equity investment, including early-stage financing, strategic

development, IPOs and exits. Peter’s most recent role was as a Managing Director and

Senior Advisor in Morgan Stanley’s investment banking business, principally advising

companies in the healthcare, pharmaceutical and biotech sectors. Prior to this, Peter

was a Managing Director at Merrill Lynch, having started his corporate finance career at

Smith New Court.

Patrick Reeve MA, FCA, (appointed 11 December 2003) was formerly the managing

partner of Albion Capital and became chairman in 2019. He is also a director of Albion

Development VCT and Albion Enterprise VCT. Patrick is on Albion’s Valuation Committee

and its Risk Management Committee. Patrick joined Close Brothers Group plc in 1989

before establishing Albion Capital Group LLP (originally Close Ventures Ltd) in 1996.

Prior to Close he qualified as a chartered accountant before joining Cazenove & Co.

Patrick has an MA in Modern Languages from Oxford University and a BA in Sanskrit

from SOAS. He is on the board of a number of charities, including membership of the

Council of the British School at Athens. Patrick, although considered non-independent

for governance purposes, contributes both direct investment experience and a wider

perspective in the venture capital markets.

All Directors, except for Patrick Reeve, are members of the Audit and Risk Committee

and Margaret Payn is Chairman.

All Directors, except for Patrick Reeve, are members of the Nomination Committee and

Clive Richardson is Chairman.

All Directors, except for Patrick Reeve, are members of the Management Engagement

Committee and Clive Richardson is Chairman.

All Directors, except for Patrick Reeve, are members of the Remuneration Committee

and Peter Moorhouse is Chairman.

Margaret Payn is the Senior Independent Director.

Albion Technology & General VCT PLC 38

The Board of Directors

Will Fraser-Allen, BA

(Hons), FCA, has been

managing partner since

2019 and chairs the

investment committee.

He is on the Board of

the AIC and sits on

the Venture Capital

Committee of the BVCA.

He joined Albion in 2001

and became deputy

managing partner in

2009. He qualified as a

chartered accountant and

has a BA in History from

Southampton University.

Patrick Reeve, MA, FCA,

details included in the

Board of Directors section.

Dr. Andrew Elder, MA,

FRCS, practised as a

neurosurgeon before

starting his career in

investment. He heads up

the healthcare investment

team and became deputy

managing partner in

2019. He joined Albion

in 2005 and became a

partner in 2009. He has

an MA plus Bachelor of

Medicine and Surgery

from Cambridge

University. He is a Fellow

of the Royal College of

Surgeons (England).

Vikash Hansrani, BA

(Hons), FCA, is a partner

and oversees the finance

and administration of

all funds under Albion’s

management. He

qualified as a chartered

accountant with RSM

before joining Albion

in 2010. He has a BA in

Accountancy & Finance

from Nottingham

Business School.

Albion Capital Group LLP, is authorised and regulated by the

Financial Conduct Authority and is the Manager of Albion

Technology & General VCT PLC. Established in 1996, Albion Capital

is an independent management firm providing investors with access

to entrepreneurs who build enduring businesses.

The following are specifically responsible for the management and

administration of the Venture Capital Trusts managed by Albion

Capital Group LLP:

THE MANAGER

39Albion Technology & General VCT PLC

GOVERNANCE

Valerie Aelbrecht, MSc,

MSc, joined as investment

associate in 2022. She

was at Cherry Ventures

after being a founder and

operator for 8 years in

the FoodTech space. She

holds an MSc in Applied

Economics from the

University of Antwerp and

an MSc in International

Business Management

& Entrepreneurship from

Kingston University.

Dr. Leigh Brody, PHD,

joined as Investment

Manager in 2021 and

focuses on transformative

technologies

and therapeutics

opportunities emerging

from UCL. She has over a

decade of experience as

a startup founder, gained

her PhD in Biochemistry

from Imperial College

London, and also holds a

BSc in Biochemistry from

Simmons University.

Adam Chirkowski, MA

(Hons), is an investment

director focusing on

B2B and ClimateTech

investments. Prior to

joining Albion in 2013, he

spent five years working

in corporate finance at

Rothschild. He holds

a first-class degree in

Industrial Economics and

a Masters in Corporate

Strategy and Governance

from Nottingham

University.

Emil Gigov, BA (Hons),

FCA, is a partner focusing

on B2B SaaS businesses.

He joined Albion in 2000

and became a partner in

2009. He graduated from

the European Business

School, London, with a

BA in European Business

Administration.

Dr. Molly Gilmartin, BA,

joined in 2022 as an

investment manager from

McKinsey & Company.

Before that, she was

Chief Commercial Officer

of Induction Healthcare

Group which completed

an IPO on AIM in 2019.

Before this she was a

founding team member

of start-up Pando and an

NHS Clinical Entrepreneur

as a medical doctor.

David Grimm, MSc, is

a partner focusing on

deeptech investments.

He joined Albion in

2016 as investment

manager and was made

partner in 2023. David

has spent 10 years

investing in early-stage

technology-differentiated

opportunities, including

4 years at Spark Ventures

prior to joining Albion. He

holds an MSc in Natural

Sciences.

Ed Lascelles, BA (Hons),

heads up the technology

investment team. He

joined in 2004 having

started his career advising

public companies and

became a partner in

2009. He holds a first-

class honours degree in

Philosophy from UCL.

Paul Lehair, MSc, MA, is

an investment director

who joined in 2019

having spent five years

at Citymapper. He also

worked at Viagogo and

in M&A at Citigroup. He

holds a dual Masters’

degree in European

Political Economy from

the LSE and Political

Science and Sciences

Po Paris.

Albion Technology & General VCT PLC 40

The Manager

Catriona McDonald, BA

(Hons), is an investment

director specialising in

technology investing.

She joined in 2018 from

Goldman Sachs where she

worked on IPOs, M&A and

leveraged buyouts in New

York and London. She

graduated from Harvard

University, majoring in

Economics.

Kibriya Rahman, MMath,

joined as investment

associate in 2022. He

was previously at Funding

Circle and Formula 1.

Before this, he worked

at OC&C Strategy

Consultants. Kibriya

graduated from Oxford

University with an MMath

degree.

Jane Reddin, BA (Hons),

heads up the platform

team. She joined Albion

in 2020 and became

partner in 2022. Prior

to Albion, she spent six

years as Talent Advisor

at Balderton Capital

and then co-founded

The Talent Stack. She

graduated from Durham

University with a BA in

French and German.

Dr. Christoph Ruedig,

MBA, is a partner focusing

on digital health. He

originally practiced

radiology and was

responsible for M&A in

healthcare at GE and

venture capital with 3i.

He joined Albion in 2011

and became a partner in

2014. He holds a degree

in medicine from Ludwig-

Maximilians University

and an MBA from INSEAD.

Nadine Torbey, MSc,

BEng, is an investment

director who joined in

2018 from Berytech Fund

Management. She holds

a BSc in Electrical and

Computer Engineering

from the American

University of Beirut and

an MSc in Innovation

Management and

Entrepreneurship from

Brown University.

Robert Whitby-Smith, BA

(Hons), FCA, is a partner

focusing on software

investing. His background

was in corporate finance

at KPMG, CSFB and

ING Barings, after

qualifying as a chartered

accountant. He joined

Albion in 2005 and

became a partner in

2009. He graduated from

Reading University with

a BA in History.

Jay Wilson, MBA, MMath,

is a partner focusing on

FinTech. He joined in

2019 from Bain & Co,

where he had been a

consultant since 2016,

and became partner

in 2023. Prior to this

he graduated from the

London Business School

with an MBA having spent

eight years as a broker at

ICAP Securities.

Marco Yu, PhD, MRICS,

heads up the renewables

team and became

partner in 2023. Prior

to joining Albion in

2007, he qualified as a

Chartered Surveyor with

Bouygues and advised

on large capital projects

with EC Harris. He has a

degree in economics from

University of Cambridge

and a PhD in construction

economics from UCL.

41Albion Technology & General VCT PLC

The Manager

The United Nations Principles for Responsible Investment (“UN PRI”) is the world’s leading proponent of responsible

investment, working to understand the investment implications of ESG factors and to support its international network

of investor signatories in incorporating these factors into their investment and ownership decisions.

As a signatory of the UN PRI, Albion (and the Board) recognise that applying the following six principles better aligns

investors with broader objectives of society:

ENVIRONMENTAL, SOCIAL AND

GOVERNANCE (“ESG”) REPORT

Principle 1: to incorporate ESG issues

into investment analysis and decision-

making processes.

Principle 5: to work together to enhance

our effectiveness in implementing the

Principles.

Principle 2: to be active owners and

incorporate ESG issues into our

ownership policies and practices.

Principle 6: to report on our activities

and progress towards implementing the

Principles.

Principle 3: to seek appropriate

disclosure on ESG issues by the entities

in which we invest.

Principle 4: to promote acceptance and

implementation of the Principles within

the investment industry.

The Company’s Manager, Albion Capital Group LLP (“Albion”),

sees sustainable and responsible investment as an integral part

of its investment mandate. In turn, the Board is kept appraised of

ESG issues in both the portfolio and in how company affairs are

conducted as part of regular Board oversight.

Albion Technology & General VCT PLC 42

GOVERNANCE

43Albion Technology & General VCT PLC

Environmental, Social, and Governance (“ESG”) report

The Board and Albion have been conscious in making

responsible investments throughout the life of the

Company by providing finance for promising companies

in important sectors such as technology, healthcare

and renewable energy. Through this, Albion is directly

involved in the oversight and governance of these

investments, including ensuring standards of reporting

and visibility on business practices, all of which are

reported to the Board.

By its nature, not least in making qualifying

investments which fulfil the criteria set by HMRC, the

Company has focused on sustainable and longer term

investment propositions, some of which will grow

and serve important societal demands. One of the

most important drivers of performance is the quality

of the investment portfolio, which goes beyond the

individual valuations and examines the prospects of

each portfolio company and their sectors – all of which

requires a long term view.

Given the nature of venture capital investment,

Albion is more intimately involved in the affairs of

portfolio companies than typical funds invested in

listed securities. As such, Albion can influence good

governance and behaviour in portfolio companies,

many of which are relatively small without the support

of a larger company’s administration and advisory

infrastructure.

The Company adheres to the principles of the AIC Code

of Corporate Governance and is also aware of other

governance and corporate conduct guidance which it

meets as far as practical. This includes the constitution

of a diversified and independent Board capable of

providing constructive challenge.

ESG considerations are an integrated part of Albion’s

full investment process, designed to create value

for investors and develop sustainable long term

strategies for portfolio companies. This is reflected in

the transparency of reporting, governance principles

adopted by the Company and the portfolio companies,

and increasingly in the positive environmental or

socially impactful nature of investments made. Where

relevant, climate-specific issues are also considered.

Albion integrates ESG across all aspects of the

investment process:

* The ESG BSC contains sustainability metrics used to determine a company’s sustainability risks and opportunities, and track progress over time.

STAGE 1

Screening

STAGE 2

Due diligence

STAGE 3

Stewardship &

monitoring

STAGE 4

Follow on

investments

Exit

• Check company

activity with Albion

Capital Group LLP’s

exclusion list

• Track Founder/

CEO gender and

ethnic diversity for

all potential new

investments

• ESG Due Diligence

questionnaire

completed pre-

investment

• ESG summary

added to investment

committee paper

and reviewed at IC

• ESG terms added

to the Shareholders

Agreement

• Leverage portfolio

company board and

platform function

to implement ESG

initiatives

• Collect information

on ESG

developments

annually via ESG

Balance Score

Card (BSC)* and

include in internal

review meetings

when significant

developments have

taken place

• Reassess ESG risks

and opportunities

during each round of

funding

• Use new funding

round to check for

improvements

• Support the

company in

demonstrating to

potential investors

how ESG risks have

been mitigated

and opportunities

realised

• To the extent

possible ensure

good ESG practices

remain in place

following exit

An exclusion list is used to rule out investments in unsustainable, socially

detrimental areas. ESG due diligence is performed on each potential

portfolio company to identify any sustainability risks, which are ranked

from low to high and are reported to the relevant investment committee. If

sustainability risks are identified, mitigations are assessed and, if necessary,

mitigation plans are put in place. If this is not deemed sufficient, the

committee would consider the appropriate level and structure of funding to

balance the associated risks. If this is not possible, investment committee

approval will not be provided, and the investment will not proceed.

Albion’s investment deal documents include a sustainability clause that

reinforces individual portfolio company’s commitment to driving principles

of ESG as it scales.

An ESG clause is integrated into the shareholders’ agreement for all new

investments, which outlines the portfolio company’s commitment to

combine economic success with ecological and social success.

All new and existing portfolio companies are asked to report against the

ESG BSC annually. It contains a number of sustainability factors against

which a portfolio company is assessed and scored in order to determine the

potential sustainability risks and opportunities arising from the investment.

ESG score is reviewed annually, and key priority improvement areas

are identified for the next 12 months. It forms part of Albion’s internal

broader risk review meetings and any outstanding issues are addressed in

collaboration with the portfolio companies’ senior management.

Albion aims to ensure that good ESG practices remain in place following

exit by, for example, by ensuring that the portfolio company creates a

self-sustaining ESG management system during our period of ownership,

wherever feasible.

PRE-INVESTMENT STAGE

INVESTMENT STAGE

EXIT STAGE

45Albion Technology & General VCT PLC

Signatories

As a signatory of UN Principles for Responsible Investment (UN PRI) Albion is committed to the six key principles to

incorporate ESG into investment practice.

Albion is a member of VentureESG steering committee, a venture capital-based non-profit initiative to push the

industry on ESG best practices. The current group consists of 300 venture funds and 90 limited partners globally

who work to make ESG a standard part of the due diligence, portfolio stewardship and internal fund management.

Albion is a proud signatory of the Investing in Women Code, and commits to adopt internal practices that aim to

improve female entrepreneurs’ access to the tools, resources and finance required to scale their companies.

The Manager’s ESG initiatives

ESG is incorporated into Albion’s own internal

operations as follows:

Environmental: Committed to ensuring that the

environmental impacts of its business operations are

positive and, as far as possible, any negative impact is

mitigated.

Overview of Albion’s ESG activity:

Social: Aims to conduct its business in a socially

responsible manner, to contribute to the communities

in which it operates and to respect the needs of all

employees and stakeholders.

Governance: Seeks to conduct business activities in an

honest, ethical and socially responsible manner. These

values underpin its business model and strategy.

ENVIRONMENTAL

• Albion is transitioning to Net

Zero

• Measuring carbon footprint

and purchased carbon

removal permits for

2022/2023 emissions

• Formation of Albion Net Zero

team to formulate a road

map for transitioning to net

zero

SOCIAL

• Fair HQ score improvement

(from 6.1 to 6.6 out of 10)

in 2023

• Albion’s Social Outreach

Team has a mandate on local

educational outreach

GOVERNANCE

• ESG principles integrated

across the full investment

cycle

• Completion of 2022 ESG BSC

portfolio reporting

• UN PRI score 2023: 4/5 stars

• Regular ESG updates for all

stakeholders

Environmental, Social, and Governance (“ESG”) report

All Ordinary shares (except for treasury shares, which

have no right to dividends or voting rights) rank pari

passu for voting rights and each Ordinary share is

entitled to one vote. The Directors are not aware of any

restrictions on the transfer of shares or on voting rights.

Shareholders are entitled to receive dividends and the

return of capital on winding up or other return of capital

based on the surpluses attributable to the shares.

Issue and buy-back of Ordinary shares

During the year the Company issued a total of

14,375,267 Ordinary shares (2022: 36,947,257), of

which 12,953,790 shares (2022: 35,502,344) were

issued under the terms of the Albion VCTs Prospectus

Top Up Offers, and 1,421,477 Ordinary shares under

the Company’s Dividend Reinvestment Scheme (2022:

1,444,913).

Your Board, in conjunction with the boards of four

VCTs managed by Albion Capital Group LLP, published

a Prospectus Top Up Offer of new Ordinary shares on

15 December 2023. The Offer launched to applications

on 2 January 2024 and closed on 19 March 2024. The

amount raised by the Company was £11.75 million.

The Company operates a policy of buying back shares

either for cancellation or for holding in treasury. Details

regarding the current buy-back policy can be found in

the Chairman’s statement on page 12 and details on

share buy-backs during the year can be found in note 16.

Substantial interests and shareholder profile

As at 31 December 2023 and at the date of this report,

the Company was not aware of any shareholder who

had a beneficial interest exceeding 3% of the voting

rights. There have been no disclosures in accordance

with Disclosure Guidance and Transparency Rule

5 made to the Company during the year ended 31

December 2023, and to the date of this report.

Results and dividends

Detailed information on the results and dividends for

the year ended 31 December 2023 can be found in the

Strategic report on pages 15 and 16.

Future developments of the business

Details on the future developments of the Company

The Directors submit their Annual Report and the

audited Financial Statements on the affairs of the

Company for the year ended 31 December 2023. The

Statement of corporate governance on pages 54 to 60

forms a part of the Directors’ report.

Business review

Principal activity and status

The principal activity of the Company is that of a

Venture Capital Trust. It has been approved by H.M.

Revenue & Customs (‘HMRC’) as a Venture Capital Trust

in accordance with the Income Tax Act 2007 and, in the

opinion of the Directors, the Company has conducted

its affairs so as to enable it to continue to obtain such

approval. In order to maintain its status under Venture

Capital Trust legislation, a VCT must comply on a

continuing basis with the provisions of Section 274 of

the Income Tax Act 2007 and further details of this can

be found on pages 47 and 48 of this Directors’ report.

Approval for the year ended 31 December 2023 is subject

to review should there be any subsequent enquiry under

corporation tax self-assessment.

The Company is not a close company for taxation

purposes and its shares are premium listed on the

official list of the London Stock Exchange.

Under current tax legislation, shares in the Company

provide tax-free capital growth and income distribution,

in addition to the income and capital gains tax relief

some investors would have obtained when they

invested in the share offers.

Capital structure

Details of the issued share capital, together with details

of the movements in the Company’s issued share

capital during the year are shown in note 16.

Ordinary shares represent 100% of the total share

capital and voting rights. The Ordinary shares are

designed for individuals who are seeking, over the long

term, investment exposure to a diversified portfolio of

unquoted investments. The investments are spread

over a number of sectors, to produce a regular and

predictable source of income, combined with the

prospect of longer term capital growth.

DIRECTORS’ REPORT

Albion Technology & General VCT PLC 46

GOVERNANCE

existence over a period of at least twelve months from

the date of approval of the Financial Statements. For

this reason, the Directors have adopted the going

concern basis in preparing the accounts. The Directors

do not consider there to be any material uncertainty

over going concern.

The Company’s policies for managing its capital and

financial risks are shown in note 18 and include the

Board’s assessment of areas including liquidity risk,

credit risk and price risk. The Company’s business

activities, together with details of its performance are

shown in the Strategic report and this Directors’ report.

Post balance sheet events

Details of events that have occurred since 31 December

2023 are shown in note 20.

Principal risks and uncertainties

A summary of the principal risks faced by the Company

is set out on pages 24 to 26 of the Strategic report.

VCT regulation

The investment policy is designed to ensure that the

Company continues to qualify, and is approved as a

VCT by HMRC. In order to maintain its status under

Venture Capital Trust legislation, a VCT must comply on

a continuing basis with the provisions of Section 274 of

the Income Tax Act 2007 as follows:

can be found in the Chairman’s statement on page 13

and Strategic report on page 16.

Going concern

In accordance with the Guidance on Risk Management,

Internal Control and Related Financial and Business

Reporting issued by the Financial Reporting Council

(“FRC”) in 2014, and the subsequent updated Going

concern, risk and viability guidance issued by the FRC in

2021, the Board has assessed the Company’s operation

as a going concern. The Company has sufficient cash

and liquid resources, its portfolio of investments is well

diversified in terms of sector and stage of investment,

and the major cash outflows of the Company (namely

investments, buy-backs and dividends) are within the

Company’s control. Cash flow forecasts are discussed

quarterly at Board level with regards to going concern.

The cash flow forecasts have been updated and stress

tested, which included assessing the resilience of

portfolio companies, incorporating the requirement

for any future financial support, including proceeds

from investment disposals only when there is a high

probability of completion, and evaluating the impact

of high inflation within the Company. A budget has

been prepared for the Company for the three year

period to 31 December 2026. Accordingly, the Directors

have a reasonable expectation that the Company

has adequate resources to continue in operational

47Albion Technology & General VCT PLC

These tests drive a spread of investment risk through

preventing holdings of more than 15% by HMRC value

in any portfolio company. The tests have been carried

out and independently reviewed for the year ended 31

December 2023. The Company has complied with all

tests and continues to do so.

‘Qualifying holdings’ include shares or securities

(including unsecured loans with a five year or greater

maturity period) in companies which have a permanent

establishment in the UK and operate a ‘qualifying

trade’ wholly or mainly in the United Kingdom. The

investment must bear a sufficient level of risk to meet a

risk-to-capital condition. Eligible shares must comprise

at least 10% by HMRC value of the total of the shares

and securities that the Company holds in any one

portfolio company. ‘Qualifying trade’ excludes, amongst

other sectors, dealing in property or shares and

securities, insurance, banking and agriculture.Details

of the sectors in which the Company is invested can be

found in the pie chart on page 14.

A ‘knowledge intensive’ company is one which is

carrying out significant amounts of R&D from which

the greater part of its business will be derived, or where

those R&D activities are being carried out by staff with

certain higher educational attainments.

Portfolio company gross assets must not exceed

£15 million immediately prior to the investment

and £16 million immediately thereafter.

As at 31 December 2023, the HMRC value of the

Company’s qualifying investments (which includes a

12 month disregard for disposals) was 94.79% (2022:

100.00%). The Board continues to monitor this and

all the VCT qualification requirements very carefully

in order to ensure that all requirements are met and

that qualifying investments comfortably exceed the

current minimum threshold, which is 80% required

for the Company to continue to benefit from VCT tax

status. The Board and Manager are confident that the

qualifying requirements can be met during the course

of the year ahead.

1 The Company’s income must be derived wholly or mainly from shares and securities;

2 At least 80% of the HMRC value of its investments must have been represented throughout the year by

shares or securities that are classified as ‘qualifying holdings’;

3 At least 70% by HMRC value of its total qualifying holdings must have been represented throughout the year

by holdings of ‘eligible shares’. Investments made before 6 April 2018 from funds raised before 6 April 2011

are excluded from this requirement;

4 At least 30% of funds raised in accounting periods beginning on or after 6 April 2018 must be invested in

qualifying holdings by the anniversary of the end of the accounting period in which the funds were raised;

5 At the time of investment, or addition to an investment, the Company’s holdings in any one company (other

than another VCT) must not have exceeded 15% by HMRC value of its investments;

6 The Company must not have retained greater than 15% of its income earned in the year from shares and

securities;

7 The Company’s shares, throughout the year, must have been listed on a regulated market;

8 An investment in any company must not cause that company to receive more than £5 million in State aid

risk finance in the 12 months up to the date of the investment, nor more than £12 million in total (the limits

are £10 million and £20 million respectively for a ‘knowledge intensive’ company);

9 The Company must not invest in a company whose trade is more than seven years old (ten years for a

‘knowledge intensive’ company) unless the company previously received State aid risk finance in its first seven

years, or the company is entering a new market and a turnover test is satisfied;

10 The Company’s investment in another company must not be used to acquire another business, or shares in

another company; and

11 The Company may only make qualifying investments or certain non-qualifying investments permitted by

Section 274 of the Income Tax Act 2007.

Albion Technology & General VCT PLC 48

Directors’ report

Environment

The management and administration of the Company

is undertaken by the Manager. Albion Capital Group

LLP recognises the importance of its environmental

responsibilities, monitors its impact on the environment,

and designs and implements policies to reduce any

damage that might be caused by its activities. Initiatives

designed to minimise the Company’s impact on the

environment include recycling, favouring digital over

printing and reducing energy consumption. Further

details can be found in the Environmental, Social and

Governance (“ESG”) report on pages 42 to 45.

Global greenhouse gas emissions

The Company qualifies as a low energy user with

regards to greenhouse gas emissions, and therefore is

not required to report emissions 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 our underlying investment

portfolio. Therefore, the Company is outside of the

scope of Streamlined Energy Carbon Reporting.

Anti-bribery

The Company has a zero tolerance approach to bribery,

and will not tolerate bribery under any circumstances in

any transaction the Company is involved in.

The Manager reviews the anti-bribery policies and

procedures of all portfolio companies.

Anti-facilitation of tax evasion

The Company has a zero tolerance approach with

regards to the facilitation of criminal tax evasion and

has a robust risk assessment procedure in place to

ensure compliance. The Board reviews this policy and

the prevention procedures in place for all associates on

a regular basis.

Number of Board members Percentage of the Board Senior Board Position

Gender Identity

Men 4 80% 1

Women 1 20% 1

Not specified/prefer not to say - - -

Number of Board members Percentage of the Board

Ethnic Background

White British or other White (including minority-white groups) 5 100%

Mixed/Multiple Ethnic Groups - -

Asian/Asian British - -

Black/African/Caribbean/Black British - -

Other ethnic group, including Arab - -

Not specified/prefer not to say - -

Diversity

The Board’s policy on the recruitment of new Directors is

to attract a range of backgrounds, skills and experience

and to ensure that appointments are made on the

grounds of merit against clear and objective criteria and

bear in mind gender and other diversity within the Board.

The Board is required to disclose their compliance

in relation to the targets on board diversity set out

under paragraph 9.8.6R (9) of the Listing Rules (and

corresponding AIC guidance). These are as follows:

(i) At least 40% of the individuals on the Board of

Directors are women;

(ii) At least one of the senior positions on the Board

of Directors is held by a woman; and

(iii) At least one individual on the Board of Directors

is from a minority ethnic background.

The Board of Directors self-reported their gender

identity and ethnic background, which offered each of

the categories noted in the table below, along with the

additional option to indicate an ‘other category’, should

they wish to do so.

As at 31 December 2023, the breakdown of the gender

identity and ethnic background of the five members of

the Board is shown in the table below.

The Board notes that they met one of the three targets.

Due to the small size of the Board, the recent changes

in board membership had a much greater impact on

representation. Therefore, on future succession and

recruitment of members of the Board, the diversity

in gender identity and ethnic background will be

thoroughly considered.

More details on the Directors can be found in the Board

of Directors section on pages 37 and 38.

49Albion Technology & General VCT PLC

Directors’ report

Packaged Retail and Insurance-based

Investment Products (“PRIIPs”)

Investors should be aware that the PRIIPs Regulation

requires the Manager, as PRIIP manufacturer, to prepare

a Key Information Document (“KID”) in respect of the

Company. This KID must be made available by the

Manager to retail investors prior to them making any

investment decision and is available on the Company’s

webpage on the Manager’s website. The Company is not

responsible for the information required to be contained

in the KID and investors should note that the procedures

for calculating the risks, costs and potential returns

are prescribed by the law. The figures in the KID may

not reflect the expected returns for the Company and

anticipated performances returns cannot be guaranteed.

Alternative Investment Fund Managers

Directive (“AIFMD”)

Under the Alternative Investment Fund Manager

Regulations 2013 (as amended) the Company is a UK

AIF and the Manager is a full scope UK AIFM. Ocorian

Depositary (UK) Limited provides depositary services

under the AIFMD.

Material changes to information required to be made

available to investors of the Company

The AIFMD outlines the required information which

has to be made available to investors prior to investing

in an AIF and directs that material changes to this

information be disclosed in the Annual Report of the

AIF. There were no material changes in the year.

Assets of the Company subject to special arrangements

arising from their illiquid nature

There are no assets of the Company which are subject to

special arrangements arising from their illiquid nature.

Remuneration (unaudited)

The Manager has a remuneration policy which

meets the requirements of the AIFMD Remuneration

Code and associated Financial Conduct Authority

guidance. The remuneration policy together with the

remuneration disclosures for the AIFM’s most recent

reporting period are available on the Company’s

webpage on the Manager’s website.

Employees

The Company is managed by Albion Capital Group

LLP and has no employees. The Board consists solely

of non-executive Directors, who are considered key

management personnel.

Directors

The Directors who held office throughout the year, and

their interests in the shares of the Company (together

with those of their immediate family) are shown in the

Directors’ remuneration report on page 63.

Directors’ indemnity

Each Director has entered into a Deed 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 themselves in

relation to the performance of their duties as a Director

of the Company. A copy of each Deed of Indemnity

entered into by the Company with each Director is

available at the registered office of the Company.

The Company also has Directors’ & Officers’ Liability

Insurance in place. Further details of this can be found in

the Director’s remuneration report on page 63.

Re-election and election of Directors

The AIC Code recommends that all Directors submit

themselves for re-election annually, therefore in

accordance with the AIC Code, Clive Richardson,

Margaret Payn and Patrick Reeve will offer themselves

for re-election. As David Benda and Peter Moorhouse

had been appointed since the last AGM, they will be

subject to election at the forthcoming AGM.

Advising Ordinary Retail Investors

The Company currently conducts its affairs so that its

shares can be recommended by financial intermediaries

to ordinary retail investors in accordance with the

FCA’s rules in relation to non-mainstream investment

products and intends to continue to do so for the

foreseeable future. The FCA’s restrictions which apply

to non-mainstream investment products do not apply

to the Company’s shares because they are shares in

a Venture Capital Trust which, for the purposes of the

rules relating to non-mainstream investment products,

are excluded securities and may be promoted to

ordinary retail investors without restriction.

Investment and co-investment

The Company co-invests with other Albion Capital Group

LLP managed VCTs. Allocation of investments is on the

basis of an allocation agreement which is based, inter

alia, on the ratio of cash available for investment in each

of the entities and the HMRC VCT qualifying tests.

Albion Technology & General VCT PLC 50

Directors’ report

Annual General Meeting

Auditor

The Audit and Risk Committee annually reviews and

evaluates the standard and quality of service provided

by the Auditor, as well as value for money in the

provision of these services. Following the completion

of the audit tender process, details on page 57, a

resolution to appoint Johnston Carmichael LLP as

the Company’s Auditor will be put to the AGM. This

committee also reviews the risk matrix of the Company

and the controls in place to manage those risks.

The Company’s Annual General Meeting (“AGM”) will

be held virtually at noon on 5 June 2024. Information

on how to participate in the live webcast can be found

on the Manager’s website at www.albion.capital/vct-

hub/agms-events.

The AGM will include a presentation from the

Manager, the answering of questions received from

shareholders and the formal business of the AGM,

which includes voting on the resolutions proposed

by the Board. The Chairman will elect at the Meeting

that voting on the resolutions will take place by way

of a poll. Registration details for the webcast will be

emailed to shareholders and will be available at www.

albion.capital/vct-hub/agms-events prior to the AGM.

The Board welcomes questions from shareholders

at the AGM and shareholders will be able to ask

questions using the Lumi platform during the AGM.

Alternatively, shareholders can email their questions

to AATGchair@albion.capital prior to the Meeting.

Questions asked will be answered during the meeting

as far as possible.

Shareholders will be able to vote during the Meeting

using the Lumi platform. Shareholders are encouraged

to complete and return proxy cards in advance of the

AGM but those participating in the Meeting will be

able to cast their votes through the Lumi platform

once the Chairman declares the poll open.

The results of the poll held at the AGM will be

announced through a Regulatory Information Service

and will be published on the Company’s webpage on

the Manager’s website at www.albion.capital/funds/

AATG as soon as reasonably practicable following the

Meeting.

Shareholders’ views are important, and the Board

encourages shareholders to vote on the resolutions.

You can cast your vote by using the proxy form

enclosed with this Annual Report or electronically at

www.eproxyappointment.com. The Board has carefully

considered the business to be approved at the AGM

and recommends shareholders to vote in favour of all

the resolutions being proposed.

Full details of the business to be conducted at the

AGM are given in the Notice of the Meeting on pages

93 to 96.

The ordinary business resolutions 1 to 9 includes

receiving and adopting the Company’s accounts, to

approve the Directors’ annual remuneration report,

to elect or re-elect Directors, and to appoint Johnston

Carmichael LLP as auditor for the next year end and to

fix their remuneration.

Resolutions relating to the following items of special

business will be proposed at the forthcoming AGM

for which shareholder approval is required in order to

comply either with the Companies Act or the Listing

Rules of the Financial Conduct Authority.

Resolutions 10 to 12 replace the authorities given

to the Directors at the AGM in 2023. The authorities

sought at the forthcoming AGM will expire 15 months

from the date that the resolution is passed or at

the conclusion of the next AGM of the Company,

whichever is earlier.

Authority to allot shares

Ordinary resolution number 10 will request the

authority to allot up to an aggregate nominal amount

of £441,171 representing approximately 20% of the

issued Ordinary share capital of the Company as at

the date of this report.

During the year, Ordinary shares were allotted as

described in detail in note 16.

The Directors’ current intention is to allot shares

under the Dividend Reinvestment Scheme and any

Albion VCTs Top Up Offers. The Company currently

holds 28,037,873 Ordinary shares in treasury which

51Albion Technology & General VCT PLC

Directors’ report

Disclosure of information to the Auditor

In the case of the persons who are Directors of the

Company at the date of approval of this report:

• so far as each of the Directors are aware, there

is no relevant audit information of which the

Company’s Auditor is unaware; and

• each of the Directors has taken all the steps

that they ought to have taken as a Director to

make themselves aware of any relevant audit

information and to establish that the Company’s

Auditor is aware of that information.

This disclosure is given and should be interpreted in

accordance with the provisions of Section 418 of the

Companies Act 2006.

By Order of the Board

Albion Capital Group LLP

Company Secretary

1 Benjamin Street

London, EC1M 5QL

18 April 2024

Annual General Meeting (continued)

represents 12.7% of the total Ordinary share capital in

issue as at the date of this report.

Disapplication of pre-emption rights

Special resolution number 11 will request the

authority for the Directors to allot equity securities

for cash without first being required to offer such

securities to existing members. This will include the

sale on a non pre-emptive basis of any shares the

Company holds in treasury for cash. The authority

relates to a maximum aggregate of £441,171 of

the nominal value of the share capital representing

approximately 20% of the issued Ordinary share

capital of the Company as at the date of this report.

Purchase of own shares

Special resolution number 12 will request the

authority to purchase approximately 14.99% of

the Company’s issued Ordinary share capital at, or

between, the minimum and maximum prices specified

in resolution 12. Shares bought back under this

authority may be cancelled or held in treasury.

The Board believes that it is helpful for the Company

to continue to have the flexibility to buy its own

shares and this resolution seeks authority from

shareholders to do so. Details of share buy-backs

during the year can be found in note 16.

Notice period for General Meetings

Special resolution number 13 proposes that a General

Meeting, other than an Annual General Meeting, may

be called on not less than 14 clear days’ notice.

Recommendation

The Board believes that the passing of the resolutions

above is in the best interests of the Company and

its shareholders as a whole, and unanimously

recommends that you vote in favour of these

resolutions, as the Directors intend to do in respect of

their own shareholdings.

Directors’ report

The Directors are responsible for preparing the Annual

Report and Financial Statements in accordance with

applicable law and regulations.

Company law requires the Directors to prepare Financial

Statements for each financial year. Under that law

the Directors have elected to prepare the Company’s

Financial Statements in accordance with United Kingdom

Generally Accepted Accounting Practice (“UK GAAP”)

(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 for the Company for

that period.

In preparing these Financial Statements, the Directors

are required to:

• select suitable accounting policies and then apply

them consistently;

• make judgements and accounting estimates that

are reasonable and prudent;

• state whether they have been prepared in

accordance with UK GAAP subject to any material

departures disclosed and explained in the Financial

Statements;

• prepare the Financial Statements on the going

concern basis unless it is inappropriate to presume

that the Company will continue in business; and

• prepare a Directors’ report, a Strategic report and

Directors’ remuneration report which comply with

the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Company’s transactions and disclose with reasonable

accuracy at any time the financial position of the

Company and enable them to ensure that the Financial

Statements comply with the Companies Act 2006. They

are also responsible for safeguarding the assets of the

Company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring that the

Annual Report and Financial Statements, taken as

a whole, are fair, balanced, and understandable and

provides the information necessary for shareholders to

assess the Company’s position, performance, business

model and strategy.

Website publication

The Directors are responsible for ensuring the Annual

Report and Financial Statements are made available

on a website. Financial Statements are published on

the Company’s webpage on the Manager’s website

(www.albion.capital/funds/AATG) 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 Manager’s

website is, so far as it relates to the Company, the

responsibility of the Manager.

The work carried out by the Auditor does not involve

consideration of the maintenance and integrity of

this website and, accordingly, the Auditor accepts no

responsibility for any changes that have occurred to the

Financial Statements since they were initially presented

on the website.

Directors’ responsibilities pursuant to Disclosure

Guidance and Transparency Rule 4 of the UK

Listing Authority

The Directors confirm to the best of their knowledge:

• The Financial Statements have been prepared in

accordance with UK GAAP and give a true and fair

view of the assets, liabilities, financial position and

profit or loss of the Company;

• The Annual Report includes a fair review of the

development and performance of the business and

the financial position of the Company, together

with a description of the principal risks and

uncertainties that it faces; and

• 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 and

performance, business model and strategy.

For and on behalf of the Board

Clive Richardson

Chairman

18 April 2024

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

GOVERNANCE

53Albion Technology & General VCT PLC

Albion Technology & General VCT PLC 54

STATEMENT OF CORPORATE GOVERNANCE

GOVERNANCE

Background

The Financial Conduct Authority requires all companies

listed on a regulated market to disclose how they have

applied the principles and complied with the provisions of

the UK Corporate Governance Code (the “Code”) issued

by the Financial Reporting Council (“FRC”) in 2018.

The Board has considered the Principles and Provisions

of the AIC Code of Corporate Governance (“AIC Code”).

The AIC Code addresses the Principles and Provisions

set out in the Code, as well as setting out additional

Provisions on issues that are of specific relevance

to the Company and other investment companies.

Closed-ended investment companies have particular

factors which have an impact on their governance

arrangements, principally from four features:

outsourcing their day to day activities to external

service providers and being governed by boards of non-

executive directors; the importance of the Manager in

the outsourcing compared to a typical supplier; having

no executive directors or employees and consequently

no executive remuneration packages; and no customers

in the traditional sense, only shareholders.

The Board considers that reporting against the

Principles and Provisions of the AIC Code, which has

been endorsed by the FRC, provides more relevant

information to shareholders. The Company has

complied with the Principles and Provisions of the

AIC Code.

The AIC Code is available on the AIC website (www.

theaic.co.uk). It includes an explanation of how the AIC

Code adapts the Principles and Provisions set out in the

Code to make them relevant for investment companies.

Board of Directors

The Board consists solely of non-executive Directors.

Clive Richardson is the Chairman of the Board as

well as chairman of the Management Engagement

Committee and Nomination Committee, Margaret

Payn is chairman of the Audit and Risk Committee and

the Senior Independent Director, Peter Moorhouse is

the chairman of the Remuneration Committee, and

David Benda is an Independent Director. All Directors

are non-executive and day-to-day management

responsibilities are sub-contracted to the Manager.

Clive Richardson, Margaret Payn, David Benda and

Peter Moorhouse are considered independent Directors.

Patrick Reeve is not considered an independent Director

as he is the chairman of Albion Capital Group LLP, the

Manager. Patrick is not a member of the Board sub-

committees.

The Board does not have a strict policy of limiting the

tenure of any Director as the Board does not consider

that a Director’s length of service reduces their ability

to act independently of the Manager. However, it

is agreed that, as far as practical, the independent

Directors should have no more than a nine year tenure.

The AIC Code requires that all Directors submit

themselves for re-election annually, therefore in

accordance with the AIC Code, Clive Richardson,

Margaret Payn, and Patrick Reeve will offer themselves

for re-election. As David Benda and Peter Moorhouse

have been appointed since the last Annual General

Meeting, they will be subject to election at the

forthcoming Annual General Meeting.

The Directors have a range of business and financial

skills, including serving on the boards of other investment

companies, which are relevant to the Company; these

are described in the Board of Directors section of this

report on pages 37 and 38. All of the Directors have

demonstrated that they have sufficient time, skill and

experience to acquit their Board responsibilities and to

work together effectively. Directors are provided with

key information on the Company’s activities, including

regulatory and statutory requirements, and internal

controls, by the Manager. The Board has access to

secretarial advice and compliance services by the

Manager, who is responsible for ensuring that Board

procedures are followed, and applicable procedures

complied with. All Directors are able to take independent

professional advice in furtherance of their duties if

necessary. The Company has in place Directors’ & Officers’

Liability Insurance.

The Directors have considered diversity in relation to

the composition of the Board and have concluded that,

although it currently only meets one of the three targets

55Albion Technology & General VCT PLC

Statement of corporate governance

on gender and other diversity, its membership is diverse

in relation to experience and balance of skills. Further

details on the recruitment of new Directors can be found

in the Nomination Committee section on page 58.

The Board met four times during the year as part of its

regular programme of quarterly Board meetings. The

table below sets out the Directors’ attendance at Board

and Committee meetings during the year ended 31

December 2023, with the number of meetings each

Director was eligible to attend in brackets.

A sub-committee of the Board comprising at least

two Directors met during the year to allot shares

issued under the Dividend Reinvestment Scheme. A

sub-committee of the Board also met to approve the

terms and contents of the Offer Documents under the

Albion VCTs’ Prospectus Top Up Offers. Various Board

members also engaged with the Manager and other

service providers to the Company during the course

of the year in furtherance of their duties, as well as

regular contact between individual members of the

Board. Representatives of the Manager attend all

Board meetings and participate in Board discussions,

other than on matters where there might be a

perceived conflict of interest between the Manager

and the Company. During the course of the year,

the Nomination, Remuneration, and Management

Engagement Committees had a series of meetings to

discuss proposed changes to board membership and

remuneration.

The Chairman ensures that all Directors receive, in a

timely manner, all relevant management, regulatory

and financial information. The Board receives and

considers reports regularly from the Manager and other

key advisers, with ad hoc reports and information are

supplied to the Board as required. The Board has a formal

schedule of matters reserved for it and the agreement

between the Company and its Manager sets out the

matters over which the Manager has authority and limits

beyond which Board approval must be sought.

The Manager has authority over the management of

the investment portfolio, the organisation of custodial

services, compliance, accounting, secretarial and

administrative services, all of which are subject to Board

oversight. The main issues reserved for the Board include:

• review of the Management Engagement

Committee’s recommendation on the

appointment, evaluation, remuneration and

removal of the Manager;

• the consideration and approval of future

developments or changes to the investment

policy, including risk and asset allocation;

• consideration of corporate strategy and

corporate events that arise;

• application of the principles of the AIC Code,

corporate governance and internal control;

• review of sub-committee recommendations,

including the recommendation to shareholders for

the appointment and remuneration of the Auditor;

• approving the Annual Report and Financial

Statements, the Half-yearly Financial Report,

the Interim Management Statements (which

the Company will continue to publish), net

asset value updates (where required), and the

associated announcements;

• approval of the dividend policy and payments of

appropriate dividends to shareholders;

• the performance of the Company, including

monitoring of the discount of share price to the

net asset value;

• share buy-back and treasury share policies;

• participation in dividend re-investment schemes

and Top Up Offers; and

• monitoring shareholder profile and considering

shareholder communications.

Board

Audit and Risk

Committee

Nomination

Committee

Remuneration

Committee

Management

Engagement

Committee

Clive Richardson 4 (4) 2 (2) 1 (1) 1 (1) 1 (1)

Margaret Payn

4 (4) 2 (2) 1 (1) 1 (1) 1 (1)

David Benda

(appointed 26 June 2023) 2 (2) 1 (1) 0 (0) 0 (0) 0 (0)

Peter Moorhouse

(appointed 1 September 2023) 2 (2) 1 (1) 0 (0) 0 (0) 0 (0)

Patrick Reeve 4 (4) n/a n/a n/a n/a

Albion Technology & General VCT PLC 56

It is the responsibility of the Board to present an

Annual Report and Financial Statements that are fair,

balanced and understandable, which provides the

information necessary for shareholders to assess the

position, performance, strategy and business model of

the Company.

Committees’ and Directors’ performance

evaluation

Performance of the Board and the Directors is assessed

on the following bases:

• attendance at Board and Committee meetings;

• the contribution made by individual Directors at,

and outside of, Board and Committee meetings;

and

• completion of a detailed internal assessment

process and annual performance evaluation

conducted by the Chairman. The Senior

Independent Director reviews the Chairman’s

annual performance evaluation.

The evaluation process has consistently identified

that the Board works well together and has the

right balance of skills, experience, independence

and knowledge for the effective governance of the

Company. Diversity within the Board is achieved

through the appointment of Directors with different

backgrounds and skills.

Directors are offered training, both at the time of

joining the Board and on other occasions where

required. The Directors attend external courses and

industry events which provides further experience to

help them fulfil their responsibilities. The Board also

undertakes a proper and thorough evaluation of its

committees on an annual basis.

In light of the performance of the individual Directors

and the structured performance evaluation, Clive

Richardson, Margaret Payn, David Benda, Peter

Moorhouse and Patrick Reeve, are considered to be

effective Directors who demonstrate strong commitment

to the role. The Board believes it to be in the best interest

of the Company to appoint/re-appoint these Directors

at the forthcoming Annual General Meeting and has

nominated them for election or re-election accordingly.

For more details on the specific background, skills and

experience of each Director, please see the Board of

Directors section on pages 37 and 38.

Remuneration Committee

A Remuneration Committee has acted in accordance

with the provisions of the AIC Code issued in 2019. The

Remuneration Committee consists of all Directors except

Patrick Reeve, with Peter Moorhouse as Chairman. The

Committee meets annually and held one formal meeting

during the year.

All Directors sit on the Remuneration Committee as

their balance of skills and knowledge are relevant to

the Committee’s responsibilities. The terms of reference

for the Remuneration Committee can be found on

the Company’s webpage on the Manager’s website at

www.albion.capital/funds/AATG under the Corporate

Governance section.

Audit and Risk Committee

The Audit and Risk Committee consists of all Directors

except Patrick Reeve, with Margaret Payn as chairman.

In accordance with the AIC Code, members of the Audit

and Risk Committee have recent and relevant financial

experience, as well as experience relevant to the sector.

Given the size of the Board and the complexity of the

business, Clive Richardson is both Chairman of the Board

and a member of the Audit and Risk Committee as his

background, skills and experience are also relevant for the

Committee’s responsibilities. The Committee met twice

during the year ended 31 December 2023.

The Independent Auditor, Johnston Carmichael LLP,

attended the Audit and Risk Committee meeting at

which the Annual Report and Financial Statements

for the year ended 31 December 2023 were discussed.

Johnston Carmichael LLP also met with the Audit

and Risk Committee prior to the meeting without the

presence of the Manager.

Written terms of reference have been constituted for

the Audit and Risk Committee and can be found on

the Company’s webpage on the Manager’s website

at www.albion.capital/funds/AATG in the “Corporate

Governance” section.

During the year under review, the Audit and Risk

Committee discharged its responsibilities including:

• formally reviewing the Annual Report and Financial

Statements and the Half-yearly Financial Report,

with particular focus on the main areas requiring

judgement and on critical accounting policies;

Statement of corporate governance

57Albion Technology & General VCT PLC

• reviewing the effectiveness of the internal

controls system and examination of the Internal

Controls Report produced by the Manager;

• meeting with the external Auditor and reviewing

their findings, and evaluating their performance;

• highlighting the key risks and specific issues

relating to the Financial Statements including

the reasonableness of valuations, compliance

with accounting standards and UK law, corporate

governance and listing and disclosure rules as

well as going concern and viability statements.

These issues were addressed through detailed

review, discussion and challenge by the Board

of these matters, as well as by reference to

underlying technical information to back up the

discussions. Taking into account risk factors that

impact on the Company both as reflected in the

annual accounts and in a detailed risk matrix,

both of which are reviewed periodically in detail,

including in the context of emerging risks;

• advising the Board on whether 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; and

• reporting to the Board on how it has discharged

its responsibilities.

The Committee also examines going concern and

viability statements, using financial projections

provided by the Manager on the Company and by

examining the liquidity in the Company’s portfolio,

including cash and realisable investments, the

committed costs of the Company and where liquidity

might be found if required. The Audit and Risk

Committee also receives regular reports on compliance

with VCT status, which is subject to various internal

controls and external review when investment

commitments are made.

On 26 June 2023, the Audit and Risk Committee

commenced a formal audit tender process, and several

firms were invited to tender. The most recent audit

tender was conducted in 2017, and the Committee

thought it was appropriate to undertake a formal

tender process to evaluate and review the provision

of the audit services in the market place. Part of the

consideration for the tender process was that BDO

has been the Company’s Auditor for 15 years and

were approaching the end of their maximum period.

During the audit tender process, prospective auditors

were evaluated using guidance issued by the Financial

Reporting Council in February 2017 and the Board

completed a two-stage process which considered and

evaluated relevant expertise, audit firm quality, audit

firm resilience and value for money.

Following the completion of the audit tender process,

the Audit and Risk Committee recommended that

Johnston Carmichael LLP (“Johnston Carmichael”) be

appointed as the Company’s new Auditor. Accordingly,

resolution 9 in the Notice of the Annual General

Meeting proposes the appointment of Johnston

Carmichael as the Company’s Auditor.

Financial Statements

The Audit and Risk Committee has initial responsibility

for reviewing the Financial Statements and reporting

on any significant issues that arise in relation to the

audit of the Financial Statements as outlined below.

Such issues were communicated with the external

Auditor with the approval of the audit strategy

and as the completion of the audit of the Financial

Statements. No conflicts arose between the Audit and

Risk Committee and the external Auditor in respect of

their work during the year.

The key accounting and reporting issues considered by

the Committee were:

The valuation of the Company’s investments

Valuations of investments are prepared by the

Manager. The Audit and Risk Committee reviewed

the estimates and judgements made in relation

to these investments and were satisfied that they

were appropriate. The Committee also discussed the

controls in place over the valuation of investments. The

Committee recommended investment valuations to the

Board for approval.

Albion Technology & General VCT PLC 58

Revenue recognition

The revenue generated from loan stock interest and

dividend income has been considered by the Audit

and Risk Committee as part of its review of the Annual

Report as well as a quarterly review of the management

accounts prepared by the Manager. The Audit and Risk

Committee has considered the controls in place over

revenue recognition to ensure that amounts received are

in line with expectation and budget.

Following rigorous reviews of the Annual Report and

Financial Statements and consideration of the key

areas of risk identified, the Board as a whole have

concluded that the Financial Statements are fair,

balanced and understandable and that they provide

the information necessary for shareholders to assess

the Company’s position, performance, business model

and strategy.

Relationship with the External Auditor

The Audit and Risk Committee reviews the performance

and continued suitability of the Company’s external

Auditor on an annual basis. They assess the external

Auditor’s independence, qualification, extent of relevant

experience, effectiveness of audit procedures as well as

the robustness of their quality assurance procedures.

In advance of each audit, the Committee obtains

confirmation from the external Auditor that they are

independent. No non-audit services were provided during

the financial year ended 31 December 2023.

As part of its work, the Audit and Risk Committee has

undertaken a formal evaluation of the external Auditor

against the following criteria:

• Qualification

• Expertise

• Resources

• Effectiveness

• Independence

• Leadership

In order to form a view of the effectiveness of the

external audit process, the Committee took into

account information from the Manager regarding the

audit process, the formal documentation issued to

the Audit and Risk Committee and the Board by the

external Auditor regarding the external audit for the

year ended 31 December 2023, and assessments made

by individual Directors.

The Audit and Risk Committee also has an annual

meeting with the external Auditor, without the

Manager present, at which pertinent questions are

asked to help the Audit and Risk Committee determine

if the Auditor’s skills and approach to the annual audit

and issues that arise during the course of the audit

match all the relevant and appropriate criteria for the

audit to have been an effective and objective review of

the Company’s year-end reporting.

Following the formal audit tender process in the year,

detailed above on page 57, Johnston Carmichael has

been appointed as auditor, subject to approval at the

forthcoming AGM. Johnston Carmichael will rotate the

senior statutory auditor responsible for the audit every

five years.

The Audit and Risk Committee has concluded

that Johnston Carmichael is independent of the

Company and recommended that a resolution for the

appointment of Johnston Carmichael as the Company’s

Auditor should be put to the forthcoming AGM.

Nomination Committee

The Nomination Committee consists of all Directors

except for Patrick Reeve, with Clive Richardson as

Chairman. The terms of reference of the Nomination

Committee are to evaluate the balance of skills,

experience and time commitment of the current Board

members and make recommendations to the Board as

and when a particular appointment arises.

The Board’s policy on the recruitment of new Directors

is to attract a range of backgrounds, skills and

experience and to ensure that appointments are made

on the grounds of merit against clear and objective

criteria and bear in mind gender and other diversity

within the Board. The Board is also mindful of the

importance of creating good working relationships

within the Board and with external agents. The

Nomination Committee reviews succession planning

regularly which includes considering tenure of existing

Board members and any potential skills gaps that

might need to be addressed when board membership

changes.

The Nomination Committee held one formal meeting

during the year. As the Board underwent succession

planning, there had been a number of sessions to

discuss the succession plan. The Board engaged with

Statement of corporate governance

59Albion Technology & General VCT PLC

interviewing candidates and welcomes David Benda

and Peter Moorehouse as members of the Board.

Terms of reference for the Nomination Committee can

be found on the Company’s webpage on the Manager’s

website at www.albion.capital/funds/AATG under the

“Corporate Governance” section.

Management Engagement Committee

The Management Engagement Committee consists of

all Directors except Patrick Reeve, with Clive Richardson

as chairman. The Committee held one formal meeting

during the year.

The terms of reference for the Management

Engagement Committee can be found on the

Company’s webpage on the Manager’s website at

www.albion.capital/funds/AATG under the “Corporate

Governance” section.

Internal control

In accordance with the AIC Code, the Board has an

established process for identifying, evaluating and

managing the significant risks faced by the Company.

This process has been in place throughout the year

and continues to be subject to regular review by the

Board in accordance with the FRC guidance “Risk

Management, Internal Control and Related Financial

and Business Reporting”. The Board is responsible

for the Company’s system of internal control and for

reviewing its effectiveness. However, acknowledging

that such a system is designed to manage, rather than

eliminate the risks of failure to achieve the Company’s

business objectives and can only provide reasonable

and not absolute assurance against material

misstatement or loss.

The Board, assisted by the Audit and Risk Committee,

monitors all controls, including financial, operational

and compliance controls, and risk management. The

Audit and Risk Committee receives each year from

the Manager a formal report, which details the steps

taken to monitor the areas of risk, including those

that are not directly the responsibility of the Manager,

and which reports the details of any known internal

control failures. Steps continue to be taken to embed

the system of internal control and risk management

into the operations and culture of the Company and its

key suppliers, and to deal with areas of improvement

which come to the Manager’s and the Audit and Risk

Committee’s attention.

The Board, through the Audit and Risk Committee,

has performed a specific assessment for the purpose

of this Annual Report and Financial Statements. This

assessment considers all significant aspects of internal

control arising during the year. The Audit and Risk

Committee assists the Board in discharging its review

responsibilities.

The main features of the internal control system with

respect to financial reporting, implemented throughout

the year are:

• segregation of duties between the preparation

of valuations and recording into the accounting

records;

• reviews of valuations are carried out by the

Valuations Committee and reviews of financial

reports are carried out by the Senior Finance

personnel and the Operations Partner of Albion

Capital Group LLP;

• independent third party valuations of the

majority of the asset-based investments within

the portfolio are undertaken annually;

• bank reconciliations are carried out monthly by

the Manager;

• all published financial reports are reviewed by the

Manager’s compliance department;

• the Board reviews financial information; and

• a separate Audit and Risk Committee of

the Company reviews financial information

(including the valuations) to be published.

During the year, as the Board has delegated the

investment management and administration to

Albion Capital Group LLP, the Board feels that it is

not necessary to have its own internal audit function.

Instead, it has access to Azets, which, as internal

auditor for Albion Capital Group LLP, undertakes

periodic examination of the business processes and

controls environment at Albion Capital Group LLP, and

ensures that any recommendations to implement

improvements in controls are carried out. During the

year, the Audit and Risk Committee and the Board

reviewed internal audit reports prepared by Azets. The

Audit and Risk Committee Chairman was able to ask

specific and detailed questions of Azets. The Board will

continue to monitor its system of internal control in

order to provide assurance that it operates as intended.

Statement of corporate governance

Albion Technology & General VCT PLC 60

In addition to this, Ocorian Depositary (UK) Limited,

the Company’s external Depositary, provides cash

monitoring, asset verification, and oversight services to

the Company and reports to the Board on a quarterly

basis. The Board and the Audit and Risk Committee will

continue to monitor its system of internal control in

order to provide assurance that it operates as intended.

Conflicts of interest

Directors review and sign off the disclosure of conflicts

of interest annually, with any changes reviewed

and noted at the beginning of each Board meeting.

A Director who has conflicts of interest has two

independent Directors authorise those conflicts, and is

excluded from discussions or decisions regarding those

conflicts. Procedures to disclose and authorise conflicts

of interest have been adhered to throughout the year.

Capital structure and Articles of Association

Details regarding the Company’s capital structure,

substantial interests and Directors’ powers to buy

and issue shares are detailed in full on page 46 of the

Directors’ report. The Company is not party to any

significant agreements that may take effect, alter or

terminate upon a change of control of the Company

following a takeover bid.

Any amendments to the Company’s Articles of

Association are by way of a special resolution subject

to ratification by shareholders.

Relationships with shareholders

The Company’s Annual General Meeting is on 5 June

2024. The AGM will include a presentation from the

Manager on the portfolio and on the Company, as well

as answering questions that shareholders may have.

The AGM will be held virtually.

Shareholders are also encouraged to attend the annual

Shareholder Seminar. Last year’s event was held on

15 November 2023, at the Royal College of Surgeons.

The seminar included some of the portfolio companies

sharing insights into their businesses and presentations

from Albion executives on some of the key factors

affecting the investment outlook, as well as a review

of the past year and the plans for the year ahead.

Representatives of the Board attended the seminar.

The Board considers this an important interactive

event, and expects to continue to run this in 2024.

Shareholders and financial advisers are able to obtain

information on holdings and performance using the

contact details provided on page 4.

The Company’s share buy-back programme operates

in the market through brokers. In order to sell shares,

as they are quoted on the London Stock Exchange,

investors should approach their own broker to

undertake the sale. Banks may be able to assist

shareholders with a referral to a broker within their

banking group. More information on share buy-backs

can be found in the Chairman’s statement on page 12.

Statement of compliance

The Directors consider that the Company has complied

throughout the year ended 31 December 2023 with

all the relevant provisions set out in the AIC Code

issued in 2019. By reporting against the AIC Code, the

Board are meeting their obligations in relation to the

2018 UK Corporate Governance Code (and associated

disclosure requirements under paragraph 9.8.6 of the

Listing Rules). The Directors also consider that they

are complying with their statutory responsibilities and

other regulatory provisions which have a bearing on the

Company.

For and on behalf of the Board

Clive Richardson

Chairman

18 April 2024

Statement of corporate governance

Introduction

This report is submitted in accordance with Section

420 of the Companies Act 2006 and describes how

the Board has applied the principles relating to the

Directors’ remuneration.

An ordinary resolution will be proposed at the Annual

General Meeting of the Company to be held on 5

June 2024 for the approval of the Directors’ Annual

Remuneration Report as set out below.

The current Remuneration Policy was approved by

shareholders (96.39% of shareholders voted for the

resolution, 3.61% against the resolution and of the

total votes cast, 168,490, being 0.09% of total voting

rights, were withheld) at the Annual General Meeting

held on 6 June 2023, and it will remain in place for a

three year period. It will next be put to shareholders at

the 2026 AGM.

The Company’s independent Auditor, Johnston

Carmichael LLP, is required to give its opinion on certain

information included in this report, as indicated below.

The Auditor’s opinion is included in the Independent

Auditor’s report.

Annual statement from the Chairman of the

Remuneration Committee

The Remuneration Committee comprises all Directors,

excluding Patrick Reeve, with Peter Moorhouse as

chairman.

As detailed in the 2021 Directors remuneration

report, as part of its succession planning and review

of individual board responsibilities, committee

structure and overall make-up of the Board going

forward, the Remuneration Committee conducted

a full remuneration review. It was concluded that it

was in the interests of the Company to have a small

but engaged board, with the requisite breadth of

experience, to oversee the activities of the Company

and to contribute to the Company’s development

through that experience. It was agreed that from 1

January 2023 the base level remuneration would move

to £35,000 for the Chairman, £31,000 for the Audit

chairman and £27,000 for non-executive Directors,

save for Patrick Reeve who continued to waive his fees.

The Remuneration Committee met during the year

to review Directors’ responsibilities and fees against

the market and concluded that the proposed increase

in Directors’ remuneration from 1 January 2023,

as outlined above, remained appropriate and so

proposed no further increases. It is expected that

it will be reviewed every three years, at the same

time as considering and approving the Company’s

remuneration policy.

Directors’ Remuneration Policy

The Company’s policy is that fees payable to non-

executive Directors should reflect their expertise,

responsibilities and time spent on Company matters. In

determining the level of non-executive remuneration,

market equivalents are considered in comparison to the

overall activities and size of the Company. There are no

performance related pay criteria applicable to non-

executive Directors.

The current maximum level of non-executive Directors’

remuneration is £150,000 per annum which is fixed

by the Company’s Articles of Association; changes to

which are made by ordinary resolution.

The AIC Code requires that all Directors submit

themselves for re-election annually, therefore in

accordance with the AIC Code, Clive Richardson,

Margaret Payn and Patrick Reeve will offer themselves

for re-election. As David Benda and Peter Moorhouse

have been appointed since the last Annual General

Meeting, they will be subject to election at the

forthcoming Annual General Meeting.

None of the Directors have a service contract with

the Company, and as such there is no policy on

termination payments. There is no notice period and

no payments for loss of office were made during the

year. On being appointed to the Board, Directors

receive a letter from the Company setting out the

terms of their appointment and their specific duties

and responsibilities, which are kept at the Manager’s

registered address. The Company is managed by Albion

61Albion Technology & General VCT PLC

DIRECTORS’ REMUNERATION REPORT

GOVERNANCE

Capital Group LLP and has no employees. The Board

consists solely of non-executive Directors, who are

considered key management personnel.

Shareholders’ views in respect of Directors’ remuneration

are regarded highly and the Board encourages

shareholders’ to participate in its Annual General Meeting

in order to communicate their thoughts to the Board,

which it takes into account where appropriate when

formulating its policy. At the last Annual General Meeting,

96.5% of shareholders voted for the resolution approving

the Directors’ remuneration report, 3.5% of shareholders

voted against the resolution and of the total votes cast,

124,208 were withheld (being 0.07% of total voting

rights), which shows significant shareholder support from

those who voted.

Annual report on remuneration

The remuneration of individual Directors’ is determined

by the Remuneration Committee within the framework

set by the Board and the Committee meets at least

once a year.

The Board is responsible for reviewing the

remuneration of the Directors and the Company’s

remuneration policy to ensure that it reflects the

duties, responsibilities and value of time spent by the

Directors on the business of the Company and makes

recommendations to the Board accordingly.

Directors’ remuneration

The Director’s remuneration and interests in the

shares of the Company which are shown in the tables

below have been audited.

The following tables show an analysis of the

remuneration, excluding National Insurance,

of individual Directors who served during the last

four years.

Total Directors’ remuneration

31 December 2023

31 December 2022

Clive Richardson 31,545 14,708

Margaret Payn 31,000 27,000

David Benda (appointed 26 June 2023) 14,019 -

Peter Moorhouse (appointed 1 September 2023) 9,000 -

Patrick Reeve - -

Robin Archibald (retired 6 June 2023) 15,122 29,250

Mary Anne Cordeiro (retired 18 May 2023) 10,454 24,500

Total remuneration excluding National Insurance 111,140 95,458

Annual percentage change in Directors’ remuneration

Percentage

change

2022 to 2023

Percentage

change

2021 to 2022

Percentage

change

2020 to 2021

Percentage

change

2019 to 2020

Clive Richardson 100.8 n/a n/a n/a

Margaret Payn 14.8 9.4 - n/a

David Benda (appointed 26 June 2023) n/a n/a n/a n/a

Peter Moorhouse (appointed 1 September 2023) n/a n/a n/a n/a

Patrick Reeve n/a n/a n/a n/a

Robin Archibald (retired 6 June 2023) n/a 9.6 4.7 (8.1)

Mary Anne Cordeiro (retired 18 May 2023) n/a 4.3 - 3.3

Dr. Neil Cross (retired 27 May 2021) n/a n/a - 4.8

Modwenna Rees-Mogg (retired 20 September 2021) n/a n/a - 3.3

Overall change 14.1 (7.3) (6.2) 10.3

Albion Technology & General VCT PLC 62

Directors’ remuneration report

The changes from 2022 to 2023 are due to the

increase of the base remuneration of each of the

Director’s positions part way through the year.

Directors’ remuneration for the year ending 31

December 2024, excluding any special payments,

is expected to total around £120,000 (excluding

National Insurance contributions) and includes an

annualised Chairman’s fee of £35,000, Audit and

Risk committee chairman of £31,000 and other

non-executive director fees of £27,000 as reported

in last year’s accounts.

The Company does not confer any share options,

long term incentives or retirement benefits to any

Director, nor does it make a contribution to any

pension scheme on behalf of the Directors. There

are therefore no variable elements to the Directors’

remuneration.

Each Director of the Company was remunerated

personally through the Manager’s payroll, which has

been recharged to the Company. Directors were also

reimbursed for authorised expenses totalling £1,065

(2022: £537) during the year.

In addition to Directors’ remuneration, the

Company paid an annual premium in respect of

Directors’ & Officers’ Liability Insurance of £36,876

(2022: £35,439).

Directors’ interests

The Directors who held office throughout the year, and

their interests in the shares of the Company (together

with those of their immediate family) are shown below.

Robin Archibald retired as Director on 6 June 2023 and

held 39,618 shares at this date. Mary Anne Cordeiro

retired as Director on 18 May 2023 and held 7,476

shares at this date.

After the year end, Margaret Payn, David Benda and

Peter Moorhouse subscribed for new shares under the

Albion VCTs Prospectus Top Up Offers 2023/24. Margaret

Payn was issued with 6,739 shares, David Benda was

issued with 67,051 shares and Peter Moorhouse was

issued 13,478 shares, all as part of the 22 March 2024

allotment.

There are no guidelines or requirements in respect of

Directors’ share holdings.

There have been no other changes in the holdings of

the Directors between 31 December 2023 and the date

of this report.

The following items have not been audited.

Albion Capital Group LLP, its partners and staff

(including Patrick Reeve) held 1,653,167 shares in the

Company as at 31 December 2023.

Directors’ interests

Shares held on

31 December 2023

Shares held on

3 1 D e c e m b e r 2 0 2 2

Clive Richardson 12,500 12,500

Margaret Payn 7,246 7,246

Patrick Reeve 626,691 627,691

Peter Moorhouse 7,144 n/a

David Benda - n/a

Directors’ remuneration report

Performance graph

The graph shows the Company’s Ordinary share price

total return against the FTSE All-Share Index total

return, in both instances with dividends reinvested,

since 1 January 2014. The Directors consider the FTSE

All-Share Index to be the most appropriate benchmark

for the Company as it contains a large range of sectors

within the UK economy. Investors should, however,

be reminded that shares in VCTs generally trade at a

discount to the actual net asset value of the Company.

There are no options, issued or exercisable, in

the Company which would distort the graphical

representation that follows.

For and on behalf of the Board

Clive Richardson

Director

18 April 2024

Directors’ pay compared to distributions to shareholders

2023

£’000

2022

£’000

Percentage

change

Total dividend distribution to shareholders 6,583 6,507 1%

Share buy-backs 2,767 2,512 10%

Total Directors fees 111 95 14%

Methodology: The share price return to the shareholder, including original amount invested (rebased to 100) from 1 January 2014, assuming

that dividends were reinvested at the share price of the Company at the time the shares were quoted ex-dividend. Transaction costs are not

taken into account.

Share price total return relative to FTSE All-Share Index total return

(with dividends reinvested)

210

190

170

150

130

110

Jan 2014 Dec 2014 Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023

Ordinary share price total return

FTSE AII-Share Index total return

Return (pence per share)

Albion Technology & General VCT PLC 64

Directors’ remuneration report

INDEPENDENT AUDITOR’S REPORT TO THE

MEMBERS OF ALBION TECHNOLOGY &

GENERAL VCT PLC

GOVERNANCE

Opinion

We have audited the Financial Statements of Albion

Technology & General VCT PLC (“the Company”), for

the year ended 31 December 2023, which comprise the

Income statement, the Balance sheet, the Statement

of changes in equity, the Statement of cash flows,

and the notes to the Financial Statements, including

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).

In our opinion the Financial Statements:

• give a true and fair view of the state of the

Company’s affairs as at 31 December 2023 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.

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 are 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.

We believe that the audit evidence we have obtained

is sufficient and appropriate to provide a basis for our

opinion.

Our approach to the audit

We planned our audit by first obtaining an

understanding of the Company and its environment,

including its key activities delegated by the Board to

relevant approved third-party service providers and the

controls over provision of those services.

We conducted our audit using information maintained

and provided by Albion Capital Group LLP (the

“Investment Manager”, the “Company Secretary” and

“Administrator”), Ocorian Depositary (UK) Limited (the

“Depositary”) and Computershare Investor Services PLC

(the “Registrar”) to whom the Company has delegated

the provision of services.

We tailored the scope of our audit to reflect our risk

assessment, taking into account such factors as the types

of investments within the Company, the involvement of

the Administrator, the accounting processes and controls,

and the industry in which the Company operates.

The scope of our audit was influenced by our application

of materiality. We set certain quantitative thresholds

for materiality. These together with qualitative

considerations, helped us to determine the scope of our

audit and the nature, timing and extent of our audit

procedures on the individual Financial Statement line

items and disclosures and in the evaluation of the effect

of misstatements, both individually and in aggregate on

the Financial Statements as a whole.

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. These matters included those

65Albion Technology & General VCT PLC

Independent Auditor’s report to the members of Albion Technology & General VCT PLC

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, we do not provide a separate opinion on these matters.

We summarise below the key audit matter in arriving at our audit opinion above, together with how our audit

addressed this matter and the results of our audit work in relation to this matter.

Key audit matter How our audit addressed the key audit matter and our conclusions

Valuation of level 3 investments

(as per page 57 (Audit and Risk Committee

Report), pages 77 and 78 (Accounting

Policies) and Note 11).

The valuation of the level 3 portfolio at

31 December 2023 was £99.27m (2022:

£91.86m).

As this is the largest component of the

Company’s Balance sheet, and there is a

high degree of estimation and subjectivity

in the valuation of level 3 investments, it

has been designated as a key audit matter,

being one of the most significant assessed

risks of material misstatements due to

fraud or error.

The level 3 investments are valued in

accordance with the revised International

Private Equity and Venture Capital

(IPEV) valuation guidelines. Significant

judgement is required in applying these

principles and determining certain inputs

to the valuation models.

We have performed a walkthrough of the level 3 investment valuation process to

evaluate the design of the process and implementation of key controls.

We obtained evidence that the Manager’s Valuation Committee review the

valuation of the level 3 investments.

We obtained evidence of the Board’s challenge and approval of the valuation of

the level 3 investments.

We stratified the portfolio of the level 3 investments according to risk,

considering the value of individual investments, the movement in fair value and

the inherent risk factors associated with each valuation basis. We then selected a

sample of investments for testing, to ensure appropriate coverage of each strata

of the portfolio.

For the sample of level 3 investments, we:

• Assessed the degree to which the valuations are subject to estimation

uncertainty and the degree to which the selection and application of the

valuation method, assumptions and data are affected by complexity and

subjectivity, to understand the specific risks of each valuation.

• Based on the specific risks identified, for certain investments in our sample,

we engaged our specialist corporate finance team, to challenge the

appropriateness of certain judgements, such as multiples and discounts.

• Obtained an understanding of the sector for each investee company for the

period being audited, making enquiries of management.

• Corroborated data used in the valuation models to independent sources,

assessing if market conditions meet management’s expectations and any

forecasts used in the valuation models are suitable, consistent and the data is

relevant and reliable, including considering any contradictory data identified.

• Reperformed the calculation of the valuation models to ensure mathematical

accuracy.

• Assessed whether the valuation methodologies were in line with the

accounting policies, FRS 102 and IPEV guidelines.

• Where appropriate based on the valuation methodology applied, we developed

an auditor’s point estimate or range.

We performed back-testing over investment disposals (proceeds vs most recent

valuation) to assess for potential management bias in the valuation process.

From our completion of these procedures, we identified no material

misstatements in relation to the valuation of the level 3 investments.

Independent Auditor’s report to the members of Albion Technology & General VCT PLC

67Albion Technology & General VCT PLC

Our application of materiality

We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable that

the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality

in determining the nature and extent of our work and in evaluating the results of that work.

Materiality measure Value

Materiality for the Financial Statements as a whole – we have set materiality as 2% of net assets as

we believe that net assets is the primary performance measure used by investors and is the key driver of

shareholder value. We determined the measurement percentage to be commensurate with the risk and

complexity of the audit and the Company’s listed status.

£2.55m

Performance materiality – performance materiality represents amounts set by the auditor at less than

materiality for the Financial Statements as a whole, to reduce to an appropriately low level the probability that

the aggregate of uncorrected and undetected misstatements exceeds materiality for the Financial Statements

as a whole.

In setting this we consider the Company’s overall control environment and any experience of the audit that

indicates a lower risk of material misstatements. Based on our judgements of these factors we have set

performance materiality at 50% of our overall Financial Statement materiality as this is our first year as

auditor.

£1.27m

Specific Materiality – recognising that there are transactions and balances of a lesser amount which could

influence the understanding of users of the Financial Statements we calculate a lower level of materiality for

testing such areas.

Specifically, given the importance of the distinction between revenue and capital for the Company, we applied

a separate testing threshold for the revenue column of the Income statement set at the higher of 5% of the

revenue profit on ordinary activities before taxation and our Audit an Risk Committee reporting threshold.

We have also set a separate specific materiality in respect of related party transactions and Directors’

remuneration.

We used our judgement in setting these thresholds and considered our experience and industry benchmarks for

specific materiality.

£0.13m

Audit and Risk Committee reporting threshold – we agreed with the Audit and Risk Committee that we

would report to them all differences in excess of 5% of overall materiality in addition to other identified

misstatements that warranted reporting on qualitative grounds, in our view. For example, an immaterial

misstatement as a result of fraud.

£0.13m

During the course of the audit, we reassessed initial

materiality and found no reason to alter the basis of

calculation used at year-end.

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:

• Evaluating management’s method of assessing

going concern, including consideration of market

conditions and uncertainties;

• Assessing and challenging the forecast cashflows

and associated sensitivity modelling used by

the Directors in support of their going concern

assessment;

• Obtaining and recalculating management’s

assessment of the Company’s ongoing

maintenance of venture capital trust status; and

• Assessing the adequacy of the Company’s going

concern disclosures included in the Annual Report.

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.

Independent Auditor’s report to the members of Albion Technology & General VCT PLC

Albion Technology & General VCT PLC 68

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.

Other information

The other information comprises the information

included in the Annual Report other than the Financial

Statements and our auditor’s report thereon. The

Directors are responsible for the other information

contained within the Annual Report. 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.

Opinions on other matters prescribed by the

Companies Act 2006

In our opinion, the part of the Directors’ Remuneration

Report to be audited has been properly prepared in

accordance with the Companies Act 2006.

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.

Matters on which we are required to report

by exception

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.

We have nothing to report in respect of the following

matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

• Adequate accounting records have not been kept

by the Company, 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; or

• A corporate governance statement has not been

prepared by the Company.

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:

• 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 47;

Independent Auditor’s report to the members of Albion Technology & General VCT PLC

69Albion Technology & General VCT PLC

• The Directors’ explanation as to its assessment

of the Company’s prospects, the period this

assessment covers and why the period is

appropriate set out on page 27;

• The Directors’ statement on whether it has a

reasonable expectation that the Company will

be able to continue in operation and meet its

liabilities set out on page 27;

• The Directors’ statement on whether the Accounts

and Financial Statements are fair, balanced and

understandable set out on page 53;

• The Board’s confirmation that it has carried out a

robust assessment of the emerging and principal

risks set out on page 23;

• The section of the annual report that describes

the review of the effectiveness of risk

management and internal control systems set

out on pages 59 and 60; and

• The section describing the work of the Audit and

Risk Committee set out on pages 56 to 58.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities

statement set out on page 53, 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.

A further description of our responsibilities for the

audit of the Financial Statements is located on the

Financial Reporting Council’s website at: www.frc.org.

uk/auditorsresponsibilities. This description forms part

of our auditor’s report.

Extent the audit was considered capable of

detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-

compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined

above, to detect material misstatements in respect

of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities,

including fraud is detailed below.

We assessed whether the engagement team

collectively had the appropriate competence and

capabilities to identify or recognise non-compliance

with laws and regulations by considering their

experience, past performance and support available.

All engagement team members were briefed on

relevant identified laws and regulations and potential

fraud risks at the planning stage of the audit.

Engagement team members were reminded to remain

alert to any indications of fraud or non-compliance with

laws and regulations throughout the audit.

We obtained an understanding of the legal and

regulatory frameworks that are applicable to the

Company and the sector in which it operates, focusing

on those provisions that had a direct effect on the

determination of material amounts and disclosures

in the Financial Statements. The most relevant

frameworks we identified include:

• Companies Act 2006;

• FCA listing and DTR rules;

• The principles of the UK Corporate Governance

Code applied by the AIC Code of Corporate

Governance (the “AIC Code”);

• Industry practice represented by the Statement

of Recommended Practice: Financial Statements

of Investment Trust Companies and Venture

Independent Auditor’s report to the members of Albion Technology & General VCT PLC

Albion Technology & General VCT PLC 70

Capital Trusts (“the SORP”);

• Financial Reporting Standard 102; and

• The Company’s qualification as a Venture Capital

Trust under section 274 of the Income Tax Act

2007.

We gained an understanding of how the Company is

complying with these laws and regulations by making

enquiries of management and those charged with

governance. We corroborated these enquiries through

our review of relevant correspondence with regulatory

bodies and board meeting minutes.

We assessed the susceptibility of the Company’s

Financial Statements to material misstatement,

including how fraud might occur, by meeting with

management and those charged with governance

to understand where it was considered there was

susceptibility to fraud. This evaluation also considered

how management and those charged with governance

were remunerated and whether this provided an

incentive for fraudulent activity. We considered the

overall control environment and how management

and those charged with governance oversee the

implementation and operation of controls. We

identified a heightened fraud risk in relation to the

valuation of level 3 investments (audit procedures

performed in response to this risk are set out in the

section on key audit matter above) and management

override of controls (procedures performed in response

to this risk are set out below).

In addition to the above, the following procedures were

performed to provide reasonable assurance that the

Financial Statements were free of material fraud or

error:

• Reviewing minutes of meetings of those charged

with governance for reference to: breaches of

laws and regulation or for any indication of

any potential litigation and claims; and events

or conditions that could indicate an incentive

to commit fraud or provide an opportunity to

commit fraud;

• Performing audit work procedures over the risk

of management override of controls, including

testing of journal entries and other adjustments

for appropriateness, recalculating the investment

management and performance incentive fees,

evaluating the business rationale of significant

transactions outside the course of normal

business and reviewing judgements made by

management in their calculation of accounting

estimates for potential management bias;

• Completion of appropriate checklists and use

of our experience to assess the Company’s

compliance with the Companies Act 2006 and

the Listing Rules; and

• Agreement of the Financial Statement

disclosures to supporting documentation.

Our audit procedures were designed to respond to

the risk of material misstatements 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 intentional concealment, forgery, collusion,

omission or misrepresentation. There are inherent

limitations in the audit procedures described above

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

would become aware of it.

Other matters which we are required to

address

Following the recommendation of the Audit and Risk

Committee, we were appointed by the Board on 30

October 2023 to audit the Financial Statements for

the year ended 31 December 2023 and subsequent

financial periods. The period of our total uninterrupted

engagement is one year, covering the year ended 31

December 2023.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the Company and we

remain independent of the Company in conducting our

audit.

Our audit opinion is consistent with the additional

report to the Audit and Risk Committee.

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.

Independent Auditor’s report to the members of Albion Technology & General VCT PLC

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.

Richard Sutherland (Senior Statutory Auditor)

For and on behalf of Johnston Carmichael LLP

Statutory Auditor

Edinburgh, United Kingdom

18 April 2024

Company

information

and Financials

Year ended 31 December 2023 Year ended 31 December 2022

Revenue Capital Total Revenue Capital Total

Note £’000 £’000 £’000 £’000 £’000 £’000

Gains/(losses) on investments 3 - 5,992 5,992 - (4,480) (4,480)

Investment income 4 1,687 - 1,687 1,631 - 1,631

Investment Manager’s fees 5 (268) (2,420) (2,688) (253) (2,541) (2,794)

Other expenses 6 (644) - (644) (658) - (658)

Profit/(loss) on ordinary activities

before tax 775 3,572 4,347 720 (7,021) (6,301)

Tax charge on ordinary activities 8 - - - - - -

Profit/(loss) and total

comprehensive income attributable

to shareholders 775 3,572 4,347 720 (7,021) (6,301)

Basic and diluted profit/(loss) per

share (pence)* 10 0.44 2.05 2.49 0.46 (4.51) (4.05)

*Adjusted for treasury shares

The accompanying notes on pages 77 to 92 form an integral part of these Financial Statements.

The total column of this Income statement represents the profit and loss account of the Company. The

supplementary revenue and capital columns have been prepared in accordance with The Association of Investment

Companies’ Statement of Recommended Practice.

All gains and losses are recognised in the income statement and all items in the above statement are derived from

continuing operations.

INCOME STATEMENT

INFORMATION

& FINANCIALS

BALANCE SHEET

31 December 2023 31 December 2022

Note £’000 £’000

Fixed asset investments 11 99,410 92,301

Current assets

Trade and other receivables 13 3,434 3,456

Cash in bank and in hand 25,571 26,594

29,005 30,050

Payables: amounts falling due within one year

Trade and other payables 14 (970) (832)

Net current assets 28,035 29,218

Total assets less current liabilities 127,445 121,519

Provisions falling due after one year 15 (123) (272)

Net assets 127,322 121,247

Equity attributable to equity holders

Called-up share capital 16 2,049 1,905

Share premium 16,468 5,534

Capital redemption reserve - -

Unrealised capital reserve 31,752 24,828

Realised capital reserve 16,527 19,879

Other distributable reserve 60,526 69,101

Total equity shareholders’ funds 127,322 121,247

Basic and diluted net asset value per share (pence)* 17 71.99 72.92

*Excluding treasury shares

The accompanying notes on pages 77 to 92 form an integral part of these Financial Statements.

These Financial Statements were approved by the Board of Directors, and were authorised for issue on 18 April 2024

and were signed on its behalf by

Clive Richardson

Chairman

Company number: 04114310

Albion Technology & General VCT PLC 74

INFORMATION

& FINANCIALS

STATEMENT OF CHANGES IN EQUITY

Called-

up share

capital

premium

Capital

redemption

reserve

Unrealised

capital

reserve

Realised

capital

reserve*

Other

distributable

reserve* Total

£’000 £’000 £’000 £’000 £’000 £’000 £’000

As at 1 January 2023 1,905 5,534 - 24,828 19,879 69,101 121,247

Profit/(loss) and total

comprehensive income for the

year - - - 3,632 (60) 775 4,347

Transfer of previously

unrealised losses on disposal of

investments - - - 3,292

(3,292) - -

Purchase of shares for treasury - - - - - (2,767) (2,767)

Issue of equity 144 11,231 - - - - 11,375

Cost of issue of equity - (297) - - - - (297)

Dividends paid - - - - - (6,583) (6,583)

As at 31 December 2023 2,049 16,468 - 31,752 16,527 60,526 127,322

As at 1 January 2022 1,536 52,687 48 33,469 18,259 995 106,994

(Loss)/profit and total

comprehensive income for the

year - - - (6,498) (523) 720 (6,301)

Transfer of previously

unrealised gains on disposal of

investments - - - (2,143)

2,143 - -

Purchase of shares for treasury - - - - - (2,512) (2,512)

Issue of equity 369 29,943 - - - - 30,312

Cost of issue of equity - (739) - - - - (739)

Cancellation of share premium

and capital redemption reserve - (76,357) (48) - - 76,405 -

Dividends paid - - - - - (6,507) (6,507)

As at 31 December 2022 1,905 5,534 - 24,828 19,879 69,101 121,247

*Included within these reserves are amounts of £25,034,000 (2022: £31,907,000) which are considered distributable. Over the next three years

an additional £41,409,000 will become distributable. This is due to the HMRC requirement that the Company cannot use capital raised in the

past three years to make a payment or distribution to shareholders. On 1 January 2024, £2,118,000 became distributable in line with this.

75Albion Technology & General VCT PLC

INFORMATION

& FINANCIALS

STATEMENT OF CASH FLOWS

Year ended

31 December 2023

Year ended

31 December 2022

£’000 £’000

Cash flow from operating activities

Loan stock income received 981 1,199

Dividend income received 73 132

Income from fixed term funds received 254 59

Deposit interest received 463 50

Investment management fee paid (2,651) (2,586)

Other cash payments (656) (591)

Corporation tax paid - -

Net cash flow generated from operating activities (1,536) (1,737)

Cash flow from investing activities

Purchase of fixed asset investments (7,268) (16,108)

Proceeds from disposals of fixed asset investments 6,057 9,530

Net cash flow generated from investing activities (1,211) (6,578)

Cash flow from financing activities

Issue of share capital 10,054 28,484

Cost of issue of equity (39) (36)

Dividends paid (net of Dividend Reinvestment Scheme) (5,524) (5,387)

Purchase of own shares (2,767) (2,513)

Net cash flow generated from financing activities 1,724 20,548

Increase in cash in bank and in hand (1,023) 12,233

Cash in bank and in hand at start of period 26,594 14,361

Cash in bank and in hand at end of period 25,571 26,594

Albion Technology & General VCT PLC 76

INFORMATION

& FINANCIALS

NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation

The Financial Statements have been prepared in

accordance with applicable United Kingdom law and

accounting standards, including Financial Reporting

Standard 102 (“FRS 102”), and with the Statement

of Recommended Practice “Financial Statements

of Investment Trust Companies and Venture

Capital Trusts” (“SORP”) issued by The Association

of Investment Companies (“AIC”). The Financial

Statements have been prepared on a going concern

basis and further details can be found in the Directors’

report on page 47.

The preparation of the Financial Statements requires

management to make judgements and estimates that

affect the application of policies and reported amounts

of assets, liabilities, income and expenses.

The most critical estimates and judgements relate to the

determination of carrying value of investments at fair

value through profit and loss (“FVTPL”) in accordance

with FRS 102 sections 11 and 12. The Company values

investments by following the International Private Equity

and Venture Capital Valuation (“IPEV”) Guidelines as

updated in 2022 and further detail on the valuation

techniques used are outlined in note 2 below.

Company information can be found on page 4.

2. Accounting policies

Fixed asset investments

The Company’s business is investing in financial assets

with a view to profiting from their total return in the

form of income and capital growth. This portfolio

of financial assets is managed, and its performance

evaluated on a fair value basis, in accordance with a

documented investment policy, and information about

the portfolio is provided internally on that basis to the

Board.

In accordance with the requirements of FRS 102, those

undertakings in which the Company holds more than

20% of the equity as part of an investment portfolio

are not accounted for using the equity method. In

these circumstances the investment is measured at Fair

Value Through Profit and Loss (“FVTPL”).

Upon initial recognition (using trade date accounting)

investments, including loan stock, are classified by the

Company as FVTPL and are included at their initial

fair value, which is cost (excluding expenses incidental

to the acquisition which are written off to the Income

statement).

Subsequently, the investments are valued at ‘fair value’,

which is measured as follows:

• Investments listed on recognised exchanges

are valued at their bid prices at the end of the

accounting period or otherwise at fair value

based on published price quotations.

• Unquoted investments, where there is no

active market, are valued using an appropriate

valuation technique in accordance with the

IPEV Guidelines. Indicators of fair value are

derived using established methodologies

including earnings multiples, revenue multiples,

the level of third party offers received, cost or

prices of recent investment rounds, net assets

and industry valuation benchmarks. Where the

price of recent investment is used as a starting

point for estimating fair value at subsequent

measurement dates, this has been benchmarked

using an appropriate valuation technique

permitted by the IPEV guidelines.

• In situations where the cost or price of recent

investment is used, consideration is given to

the circumstances of the portfolio company

since that date in determining fair value. This

includes consideration of whether there is any

evidence of deterioration or strong definable

evidence of an increase in value. In the absence

of these indicators, other valuation techniques

are employed to conclude on the fair value as of

the measurement date. Examples of events or

changes that could indicate a diminution include:

– the performance and/or prospects of the

underlying business are significantly below

the expectations on which the investment was

based; or

– a significant adverse change either in the

portfolio company’s business or in the

technological, market, economic, legal or

77Albion Technology & General VCT PLC

INFORMATION

& FINANCIALS

regulatory environment in which the business

operates; or

– market conditions have deteriorated, which

may be indicated by a fall in the share prices

of quoted businesses operating in the same or

related sectors.

Investments are recognised as financial assets on

legal completion of the investment contract and are

de-recognised on legal completion of the sale of an

investment.

Dividend income is not recognised as part of the fair

value movement of an investment but is recognised

separately as investment income through the other

distributable reserve when a share becomes ex-

dividend.

Current assets and payables

Receivables (including debtors due after more than

one year), payables and cash are carried at amortised

cost, in accordance with FRS 102. Debtors due after

more than one year meet the definition of a financing

transaction and are held at amortised cost, and interest

will be recognised through capital over the credit

period using the effective interest method. There are no

financial liabilities other than payables.

Provisions falling due after one year

Provisions falling due after one year relate to the

performance incentive fee payable to the Manager.

The provision requires management to make

judgements and estimates under the Basis of

Preparation. The performance incentive fee provision

is the best estimate of the probable amounts payable

in respect of the five year performance measurement

period for the performance incentive fee. The most

significant assumption when calculating this amount,

is that of future performance. This has been calculated

by reference to the Company’s five year rolling historic

returns and has been corroborated by a portfolio return

analysis using appropriate benchmarks.

Investment income

Dividend income

Dividend income is included in revenue when the

investment is quoted ex-dividend.

Unquoted loan stock and other preferred income

Fixed returns on non-equity shares and debt securities

are recognised when the Company’s right to receive

payment and expected settlement is established.

Where interest is rolled up and/or payable at

redemption then it is recognised as income unless there

is reasonable doubt as to its receipt.

Bank deposit income

Interest income is recognised on an accruals basis

using the rate of interest agreed with the bank.

Fixed term funds income

Funds income is recognised on an accruals basis using

the agreed rate of interest.

Investment management fee, performance

incentive fee and expenses

All expenses have been accounted for on an accruals

basis. Expenses are charged through the other

distributable reserve except the following which are

charged through the realised capital reserve:

• 90% of management fees and 100% of

performance incentive fees, if any, are allocated

to the realised capital reserve.

• expenses which are incidental to the purchase or

disposal of an investment are charged through

the realised capital reserve.

Taxation

Taxation is applied on a current basis in accordance

with FRS 102. Current tax is tax payable (refundable)

in respect of the taxable profit (tax loss) for the current

period or past reporting periods using the tax rates and

laws that have been enacted or substantively enacted

at the financial reporting date. Taxation associated with

capital expenses is applied in accordance with the SORP.

Deferred tax is provided in full on all timing differences

at the reporting date. Timing differences are differences

between taxable profits and total comprehensive

income as stated in the Financial Statements that

arise from the inclusion of income and expenses in

tax assessments in periods different from those in

which they are recognised in the Financial Statements.

As a VCT, the Company has an exemption from tax

on capital gains. The Company intends to continue

meeting the conditions required to obtain approval as a

VCT for the foreseeable future. The Company, therefore,

should have no material deferred tax timing differences

arising in respect of the revaluation or disposal of

investments and the Company has not provided for any

deferred tax.

Share capital and reserves

Called-up share capital

This accounts for the nominal value of the shares.

Albion Technology & General VCT PLC 78

Notes to the Financial Statements

Share premium

This accounts for the difference between the price paid

for the Company’s shares and the nominal value of

those shares, less issue costs.

Capital redemption reserve

This reserve accounts for amounts by which the issued

share capital is diminished through the repurchase and

cancellation of the Company’s own shares.

Unrealised capital reserve

Increases and decreases in the valuation of

investments held at the year end against cost are

included in this reserve.

Realised capital reserve

The following are disclosed in this reserve:

• gains and losses compared to cost on the

realisation of investments, or permanent

diminutions in value (including gains

recognised on the realisation of investments

where consideration is deferred that are not

distributable as a matter of law);

• finance income in respect of the unwinding of the

discount on deferred consideration that is not

distributable as a matter of law;

• expenses, together with the related taxation

effect, charged in accordance with the above

policies; and

• dividends paid to equity holders where paid out

by capital.

Other distributable reserve

The special reserve, treasury share reserve and the

revenue reserve were combined in 2012 to form a

single reserve named “other distributable reserve”.

This reserve accounts for movements from the revenue

column of the Income statement, the payment of

dividends, the buy-back of shares and other non-capital

realised movements.

Dividends

Dividends by the Company are accounted for in the

period in which the liability to make the payment has

been established or approved at the Annual General

Meeting.

Segmental reporting

The Directors are of the opinion that the Company is

engaged in a single operating segment of business,

being investment in smaller early stage companies

principally based in the UK.

3. Gains/(losses) on investments

Year ended

31 December 2023

£’000

Year ended

31 December 2022

£’000

Unrealised gains/(losses) on fixed asset investments 3,632 (6,498)

Realised gains on fixed asset investments 1,927 1,647

Unwinding of discount on deferred consideration 433 371

5,992 (4,480)

4. Investment income

Year ended

31 December 2023

£’000

Year ended

31 December 2022

£’000

Loan stock interest 897 978

Dividend income 73 544

Income from fixed term funds 254 59

Bank interest 463 50

1,687 1,631

79Albion Technology & General VCT PLC

Notes to the Financial Statements

5. Investment Manager’s fees

Year ended

31 December 2023

£’000

Year ended

31 December 2022

£’000

Investment management fee charged to revenue 268 253

Investment management fee charged to capital 2,414 2,269

Total investment management fee in the year 2,682 2,522

Movement in provision for performance incentive fee charged to capital 6 272

2,688 2,794

Further details of the Management Agreement under which the investment management fee and performance

incentive fee are paid are given in the Strategic report on page 19.

During the year, services of a total value of £2,682,000 (2022: £2,522,000) were purchased by the Company from

Albion Capital Group LLP in respect of management fees. At the financial year end, the amount due to Albion

Capital Group LLP in respect of these services disclosed as accruals was £628,000 (2022: £597,000). The total

annual running costs of the Company are capped at an amount equal to 2.75% of the Company’s net assets, with

any excess being met by Albion Capital Group LLP by way of a reduction in management fees.

An accrual for a performance incentive fee of £155,000 has been recognised which will be payable after the

adoption of the accounts at the 2024 AGM based on the five year rolling period ended 31 December 2023 audited

results. Additionally, a provision of £123,000 has been recognised based on the Directors’ best estimate and

included in relation to potential performance incentive fees which arise from performance to 31 December 2023,

which would become payable over the periods to 31 December 2027. Further details can be found in note 15.

During the year, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve’s services as

a Director (2022: nil).

Albion Capital Group LLP, its partners and staff (including Patrick Reeve) held 1,653,167 Ordinary shares in the

Company as at 31 December 2023.

Albion Capital Group LLP is, from time-to-time, eligible to receive arrangement fees and monitoring fees from

portfolio companies. During the year ended 31 December 2023, fees of £162,000 attributable to the investments

of the Company were received by Albion Capital Group LLP pursuant to these arrangements (2022: £345,000).

The Company has entered into an offer agreement relating to the Offers with the Company’s Manager, Albion

Capital Group LLP (“Albion”), pursuant to which Albion will receive a fee of 2.5% of the gross proceeds of the

2022/23 Offer, and 3.0% of the 2023/24 Offer, and out of which Albion will pay the costs of the Offers, as detailed

in the Prospectus.

6. Other expenses

Year ended

31 December 2023

£’000

Year ended

31 December 2022

£’000

Directors’ fees (including NIC) 122 104

Auditor’s remuneration for statutory audit services (excluding VAT) 53 48

Tax services 18 18

Other administrative expenses 451 488

644 658

Albion Technology & General VCT PLC 80

Notes to the Financial Statements

7. Directors’ fees

The amounts paid to and on behalf of the Directors during the year are as follows:

Year ended

31 December 2023

£’000

Year ended

31 December 2022

£’000

Directors’ fees 111 95

National Insurance 11 9

122 104

The Company’s key management personnel are the non-executive Directors. Further information regarding

Directors’ remuneration can be found in the Directors’ remuneration report on pages 61 to 64.

8. Tax on ordinary activities

Year ended

31 December 2023

£’000

Year ended

31 December 2022

£’000

UK corporation tax charge - -

Factors affecting the tax charge:

Year ended

31 December 2023

£’000

Year ended

31 December 2022

£’000

Profit/(loss) on ordinary activities before taxation 4,347 (6,301)

Tax charge/(credit) on profit/(loss) at the average companies rate of 23.5%

(2022: 19%) 1,022 (1,197)

Factors affecting the charge:

Non-taxable (gains)/losses (1,408) 851

Income not taxable (17) (103)

Excess management expenses carried forward 403 449

- -

The tax charge for the year shown in the Income statement is lower than the average companies rate of

corporation tax in the UK of 23.5% (2022: 19%). The differences are explained above. From April 2023 the

Company’s rate of corporation tax increased in the UK from 19% to 25%, therefore the average rate is 23.5% for

the year ended 31 December 2023.

Notes

(i) Venture Capital Trusts are not subject to corporation tax on capital gains.

(ii) Tax relief on expenses charged to capital has been determined by allocating tax relief to expenses by reference to the applicable

corporation tax rate and allocating the relief between revenue and capital in accordance with the SORP.

(iii) The Company has excess management expenses of £11,095,000 (2022: £9,378,000) that are available for offset against future profits.

A deferred tax asset of £2,774,000 (2022: £2,345,000) has not been recognised in respect of these losses as they will be recoverable only

to the extent that the Company has sufficient future taxable profits.

(iv) There is no expiry date on timing differences, unused tax losses or tax credits.

81Albion Technology & General VCT PLC

Notes to the Financial Statements

9. Dividends

Year ended

31 December 2023

£’000

Year ended

31 December 2022

£’000

First dividend of 1.82p per share paid on 30 June 2023 (30 June 2022: 2.02p

per share) 3,238 3,240

Second dividend of 1.90p per share paid on 29 December 2023 (30 December

2022: 1.97p per share) 3,345 3,267

6,583 6,507

In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31

December 2024 of 1.80 pence per share. The dividend will be paid on 28 June 2024 to shareholders on the register

on 7 June 2024. The total dividend will be approximately £3,466,000.

10. Basic and diluted return/(loss) per share

Year ended 31 December 2023 Year ended 31 December 2022

Revenue Capital Total Revenue Capital Total

Profit/(loss) attributable to equity shares (£’000) 775 3,572 4,347 721 (7,022) (6,301)

Weighted average shares in issue (adjusted for

treasury shares)

174,822,608 155,471,219

Return/(loss) attributable per equity share

(pence)

0.44 2.05 2.49 0.46 (4.51) (4.05)

The weighted average number of shares is calculated after adjusting for treasury shares of 28,037,873 (2022:

24,236,401).

There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution

affecting the return/(loss) per share. The basic return/(loss) per share is therefore the same as the diluted return/

(loss) per share.

11. Fixed asset investments

Investments held at fair value through profit or loss

31 December 2023

£’000

31 December 2022

£’000

Unquoted equity and preference shares 83,141 74,217

Quoted equity 143 437

Unquoted loan stock 16,126 17,647

99,410 92,301

Albion Technology & General VCT PLC 82

Notes to the Financial Statements

31 December 2023

£’000

31 December 2022

£’000

Opening valuation 92,301 90,535

Purchases at cost 7,554 18,289

Disposal proceeds (5,918) (11,451)

Realised gains 1,927 1,647

Movement in loan stock accrued income (86) (221)

Unrealised gains/(losses) 3,632 (6,498)

Closing valuation 99,410 92,301

Movement in loan stock accrued income

Opening accumulated loan stock accrued income 252 473

Movement in loan stock accrued income (86) (221)

Closing accumulated loan stock accrued income 166 252

Movement in unrealised gains

Opening accumulated unrealised gains 24,780 33,421

Transfer of previously unrealised losses/(gains) to realised reserve on disposal

of investments 3,292 (2,143)

Movement in unrealised gains 3,632 (6,498)

Closing accumulated unrealised gains 31,704 24,780

Historic cost basis

Opening book cost 67,269 56,641

Purchases at cost 7,554 18,289

Sales at cost (7,283) (7,661)

Closing book cost 67,540 67,269

Purchases and disposals detailed above do not agree to the Statement of cash flows due to restructuring of

investments, conversion of convertible loan stock and settlement of receivables and payables.

Loan stock accrued income above, represents only the loan stock interest which has been recognised as revenue

on the basis that it is expected to be received in accordance with the accounting policy in note 1. Where loan

stock interest does not meet the note 1 recognition criteria for investment income, it forms part of the investment

valuation where this is supported by the overall valuation of the portfolio company, and is included within the

unrealised gains and losses on investments.

Fixed asset investments are valued at fair value in accordance with the IPEV guidelines as follows:

Valuation methodology

31 December 2023

£’000

31 December 2022

£’000

Cost and price of recent investment (calibrated and reviewed for impairment) 54,544 51,900

Revenue multiple 21,772 19,194

Discounted cash flow (supported by third party valuation) 9,086 10,428

Earnings multiple (supported by third party valuation) 8,562 8,019

Earnings multiple 3,044 -

Net assets 2,209 2,228

Bid Price 143 437

Discounted offer price 50 95

99,410 92,301

When using the cost or price of a recent investment in the valuations, the Company looks to re-calibrate this price

at each valuation point by reviewing progress within the investment, comparing against the initial investment

thesis, assessing if there are any significant events, or milestones that would indicate the value of the investment

has changed and considering whether a market-based methodology (i.e. using multiples from comparable public

83Albion Technology & General VCT PLC

Notes to the Financial Statements

companies) or a discounted cashflow forecast would be more appropriate. The background to the transaction

is also considered when the price of investment may not be an appropriate measure of fair value, for example,

disproportionate dilution of existing investors from a new investor coming on board or the market conditions at the

time of investment no longer being a true reflection of fair value.

The main inputs into the calibration exercise, and for the valuation models using multiples, are revenue, EBITDA

and P/E multiples (based on the most recent revenue, EBITDA or earnings achieved and equivalent corresponding

revenue, EBITDA or earnings multiples of comparable companies), quality of earnings assessments and

comparability difference adjustments. Revenue multiples are often used, rather than EBITDA or earnings, due to the

nature of the Company’s investments, being in growth and technology companies which are not normally expected

to achieve profitability or scale for a number of years. Where an investment has achieved scale and profitability the

Company would normally then expect to switch to using an EBITDA or earnings multiple methodology.

In the calibration exercise and in determining the valuation for the Company’s equity instruments, comparable

trading multiples are used. In accordance with the Company’s policy, appropriate comparable companies based

on industry, size, developmental stage, revenue generation and strategy are determined and a trading multiple

for each comparable company identified is then calculated. The multiple is calculated by dividing the enterprise

value of the comparable group by its revenue, EBITDA or earnings. The trading multiple is then adjusted for

considerations such as illiquidity, marketability and other differences, advantages and disadvantages between the

portfolio company and the comparable public companies based on company specific facts and circumstances.

As part of the valuation process, the majority of the asset backed businesses also have an annual external third

party valuation performed to support the investment managers valuations. The third party valuers are experts in

their fields, and have access to many similar business transactions in those specialty areas, and form part of the

Manager’s fair value assessment.

Fair value investments had the following re-classifications between valuation methodologies:

Change in valuation methodology (2022 to 2023)

Valuation at

31 December 2023

£’000 Explanatory note

Cost and price of recent investment (calibrated and

reviewed for impairment) to revenue multiple 6,697 More appropriate valuation methodology

Revenue multiple to earnings multiple 3,044 More appropriate valuation methodology

Revenue multiple to cost and price of recent investment

(calibrated and reviewed for impairment) 2,040 Valuation based on recent funding round

Cost and price of recent investment (calibrated and

reviewed for impairment) to discounted offer price 50 Based on recent offer price

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 IPEV Guidelines. The Directors believe that, within these parameters,

there are no other more relevant methods of valuation which would be reasonable as at 31 December 2023.

FRS 102 and the SORP requires the Company to disclose the inputs to the valuation methods applied to its

investments measured at FVTPL in a fair value hierarchy. The table below sets out fair value hierarchy definitions

using FRS 102 s.11.27.

Fair value hierarchy Definition

Level 1 Unadjusted quoted prices in an active market

Level 2 Inputs to valuations are from observable sources and are directly or indirectly

derived from prices

Level 3 Inputs to valuations not based on observable market data

The quoted investment is valued in accordance with Level 1 valuation methods (Arecor Therapeutics PLC shown on

page 29). Unquoted equity, preference shares and loan stock are all valued according to Level 3 valuation methods.

Albion Technology & General VCT PLC 84

Notes to the Financial Statements

Investments held at fair value through profit or loss (Level 3) had the following movements:

31 December 2023 31 December 2022

£’000 £’000

Opening balance 91,865 89,599

Purchases at cost 7,554 18,289

Disposals proceeds (5,678) (11,288)

Movement in loan stock accrued income (86) (221)

Realised gains 1,939 1,708

Unrealised gains/(losses) 3,673 (6,222)

Closing balance 99,267 91,865

The Directors are required to consider the impact of changing one or more of the inputs used as part of the

valuation process to reasonable possible alternative assumptions. 71% of the portfolio of investments, consisting

of equity and loan stock, is based on recent investment price, discounted offer price, net assets and cost and

therefore is not sensitised. For the remainder of the portfolio, the Board has considered the reasonable possible

alternative input assumptions on the valuation of the portfolio and believes that changes to inputs (by adjusting

the earnings and revenue multiples) could lead to a change in the fair value of the portfolio. The Board has

reviewed the Manager’s adjusted inputs for a number of the largest portfolio companies (by value) which covers

10% of the portfolio, as shown in the table below. This has resulted in a total coverage of 81% of all the portfolio of

investments. The main inputs considered for each type of valuation are as follows:

Valuation technique

Portfolio company

sector Input

Base

Case*

Change

in input

Change in

fair value of

investments

(£’000)

Change in

NAV (pence

per share)

Revenue multiple Healthcare (including

digital care)

Revenue

multiple

5.2x +0.5x 471 0.27

-0.5x (471) (0.27)

Discounted cash flow (supported

by third party valuation)

Renewable energy Discount

rate

6.5% +0.5% 200 0.11

-0.5% (186) (0.10)

Earnings multiple (supported by

third party valuation)

Other (including

education)

Earnings

multiple

18.0x +1.8x 459 0.26

-1.8x (459) (0.26)

*As detailed in the accounting policies on page 77, the base case is based on market comparables, discounted where appropriate for

marketability, in accordance with the IPEV guidelines.

The impact of these changes could result in an overall increase in the valuation of the equity investments by

£1,130,000 (1.4%) or a decrease in the valuation of equity investments by £1,115,000 (1.3%).

12. Significant interests

The principal activity of the Company is to select and hold a portfolio of investments. Although the Company,

through the Manager, will, in some cases, be represented on the Board of the portfolio company, it will not take a

controlling interest or become involved in the management. The size and structure of the companies with unquoted

securities may result in certain holdings in the portfolio representing a participating interest without there being

any partnership, joint venture or management consortium agreement. The investments listed below are held as

part of an investment portfolio and therefore, as permitted by FRS 102 section 14.4B, they are measured at FVTPL

and not accounted for using the equity method.

85Albion Technology & General VCT PLC

Notes to the Financial Statements

The Company has interests of greater than 20% of the nominal value of any class of the allotted shares in the

following portfolio companies as at 31 December 2023 as described below:

Company

Registered

postcode

Loss

before

tax

£’000

Net

liabilities

£’000

Result for year

ended

% class and share

type

% total

voting

rights

MHS 1 EC1M 5QL, UK (843) (12,032) 31 August 2022 22.5% Ordinary 22.5%

Premier Leisure (Suffolk) EC1M 5QL, UK n/a* (1,501) 31 August 2022 25.8% Ordinary 25.8%

The Q Garden Company EC1M 5QL, UK n/a* (4,596) 31 August 2022 33.4% A Ordinary 33.4%

*Filleted accounts which do not disclose this information.

13. Current assets

Trade and other receivables

31 December 2023

£’000

31 December 2022

£’000

Prepayments and accrued income 35 30

Other receivables 303 420

Deferred consideration under one year 3,096 416

Deferred consideration over one year - 2,590

3,434 3,456

The deferred consideration under one year relates to the sale of G.Network Communications in December 2020.

These proceeds were received in January 2024.

The Directors consider that the carrying amount of receivables is not materially different to their fair value.

14. Payables: amounts falling due within one year

31 December 2023

£’000

31 December 2022

£’000

Trade payables 34 13

Accruals and deferred income 936 819

970 832

The Directors consider that the carrying amount of payables is not materially different to their fair value.

15. Provisions and significant estimates

31 December 2023

£’000

31 December 2022

£’000

Opening provision 272 -

Charged to profit and loss 6 272

Amounts charged against provision (155) -

Closing provision 123 272

In accordance with the AIC SORP and FRS 102, a provision for a performance incentive fee (“PIF”) is required to

be estimated and accounted for in the financial statements. The PIF is calculated on a five year rolling average

Albion Technology & General VCT PLC 86

Notes to the Financial Statements

performance basis, with a 5% hurdle applied to the opening net asset value each year, which is in line with our

current dividend target. The first five year performance period has taken into account the audited results of the five

years ending 31 December 2023. Therefore, £155,000 has been included in the accruals and will become payable

to the Manager after the adoption of the accounts in the 2024 AGM and is based on the audited results for the five

year period ending 31 December 2023.

Any PIF is only paid on actual year end audited results, and therefore the provision of £123,000 is the Board’s best

estimate of the potential obligation relating to the inclusion of realised performance from 1 January 2019 to 31

December 2023 and would be payable, if earned, over the four years to 31 December 2027.

The most significant assumption when calculating this amount, is that of future performance. Audited financial

results for the period from 1 January 2019 to 31 December 2023 are included in the calculation; a forecast has

been used for future years assuming performance is achieved in line with the five year historic rolling average. The

provision included in the financial statements has been calculated on this basis and has been corroborated by a

portfolio return analysis using appropriate benchmarks.

The average return per annum over each rolling five year period since the Company’s inception in 2000 to the

date of approval of the new performance fee arrangements was 5.85% This smooths the performance through

the various economic events and cycles seen since inception. This has resulted in a provision of £123,000 at 31

December 2023. The amount due at 31 December 2023 is £155,000 (2022: nil) and is included as an accrual.

16. Called-up share capital

Allotted, called-up and fully paid £’000

190,510,554 Ordinary shares of 1 penny each at 31 December 2022 1,905

14,375,267 Ordinary shares of 1 penny each issued during the year 144

204,885,821 Ordinary shares of 1 penny each at 31 December 2023 2,049

24,236,401 Ordinary shares of 1 penny each held in treasury at 31 December 2022 (242)

3,801,472 Ordinary shares of 1 penny each purchased for treasury during the year (38)

28,037,873 Ordinary shares of 1 penny each held in treasury at 31 December 2023 (280)

Voting rights of 176,847,948 Ordinary shares of 1 penny each at 31 December 2023 1,768

The Company purchased 3,801,472 Ordinary shares to be held in treasury (2022: 3,332,197) at a cost of

£2,767,000 including stamp duty (2022: £2,512,000) during the year ended 31 December 2023. Total share buy

backs in 2023 represents 1.9% (2022: 1.7%) of called-up share capital.

The Company holds a total of 28,037,873 shares (2022: 24,236,401) in treasury representing 13.7% (2022: 12.7%)

of the issued Ordinary share capital at 31 December 2023.

Under the terms of the Dividend Reinvestment Scheme, the following new Ordinary shares of nominal value 1

penny each were allotted during the year:

Date of allotment

Number of

shares allotted

Aggregate

nominal

value of shares

(£’000)

Issue price (pence

per share)

Net invested

(£’000)

Opening

market price on

allotment date

(pence per share)

30 June 2023 685,420 7 76.77 506 73.00

29 December 2023 736,057 7 73.15 518 69.50

1,421,477 1,024

87Albion Technology & General VCT PLC

Notes to the Financial Statements

Under the terms of the Albion VCTs Prospectus Top Up Offers 2022/23, the following new Ordinary shares, of

nominal value 1 penny each, were allotted during the year:

Date of allotment

Number of shares

allotted

Aggregate

nominal value of

shares (£’000)

Issue price (pence

per share)

Net consideration

received (£’000)

Opening

market price on

allotment date

(pence per share)

31 March 2023 12,395,704 124 79.60 9,621 74.00

14 April 2023 95,387 1 78.80 74 74.00

14 April 2023 31,564 - 79.20 24 74.00

14 April 2023 431,135 4 79.60 335 74.00

12,953,790 10,054

In addition to the allotments in the table above, there was also an allotment in December 2022 which forms the

total of the 2022/23 Top Up Offer of £15.5 million.

17. Basic and diluted net asset value per share

31 December 2023 31 December 2022

(pence per share) (pence per share)

Basic and diluted net asset value per share 71.99 72.92

The basic and diluted net asset value per share at the year end is calculated in accordance with the Articles of

Association and is based upon total shares in issue (less treasury shares) of 176,847,948 at 31 December 2023

(2022: 166,274,153).

18. Capital and financial instruments risk management

The Company’s capital comprises Ordinary shares as described in note 16. The Company is permitted to buy back

its own shares for cancellation or treasury purposes.

The Company’s financial instruments comprise equity and loan stock investments in quoted and unquoted

companies, cash balances, receivables and payables which arise from its operations. The main purpose of these

financial instruments is to generate cash flow and revenue and capital appreciation for the Company’s operations.

The Company has no gearing or other financial liabilities apart from short term payables. The Company does not

use any derivatives for the management of its Balance sheet.

The principal financial risks arising from the Company’s operations are:

• investment or market risk (which comprises investment price and cash flow interest rate risk);

• credit risk; and

• liquidity risk.

The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in

the nature of the risks that the Company has faced during the past year, and apart from where noted below, there

have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks

are summarised below.

Investment risk

As a Venture Capital Trust, it is the Company’s specific nature to evaluate and control the investment risk of its

portfolio in quoted and unquoted investments, details of which are shown on pages 28 to 30. Investment risk is

Albion Technology & General VCT PLC 88

Notes to the Financial Statements

the exposure of the Company to the revaluation and devaluation of investments. The main driver of investment

risk is the operational and financial performance of the portfolio company and the dynamics of market quoted

comparators. The Manager receives management accounts from portfolio companies, and members of the

investment management team often sit on the boards of unquoted portfolio companies; this enables the close

identification, monitoring and management of investment risk.

The Manager and the Board formally review investment risk (which includes market price risk), both at the time of

initial investment and at quarterly Board meetings.

The Board monitors the prices at which sales of investments are made to ensure that profits to the Company

are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and

realistic compared to prices being achieved in the market for sales of quoted and unquoted investments.

The maximum investment risk as at the Balance sheet date is the value of the fixed asset investment portfolio

which is £99,410,000 (2022: £92,301,000). Fixed asset investments form 78% of the net asset value as at 31

December 2023 (2022: 76%).

More details regarding the classification of fixed asset investments are shown in note 11.

Investment price risk

Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors

specific to an investment instrument or to a market in similar instruments. As a Venture Capital Trust, the Company

invests in accordance with the investment policy set out on page 7. The management of risk within the venture

capital portfolio is addressed through careful investment selection, by diversification across different industry

segments, by maintaining a wide spread of holdings in terms of financing stage and by limitation of the size of

individual holdings. The Directors monitor the Manager’s compliance with the investment policy, review and agree

policies for managing this risk and monitor the overall level of risk on the investment portfolio on a regular basis.

Valuations are based on the most appropriate valuation methodology for an investment within its market,

with regard to the financial health of the investment and the IPEV Guidelines. Details of the industries in which

investments have been made are contained in the Portfolio of investments section on pages 28 to 30 and in the

Strategic report.

As required under FRS 102 the Board is required to illustrate by way of a sensitivity analysis the extent to which the

assets are exposed to market risk. In order to show the impact of sensitivity in market movements on the Company,

a 10% increase or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables

constant) would increase or decrease the net asset value and return for the year by £9,941,000. A 20% increase

or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables constant) would

increase or decrease the net asset value and return for the year by £19,882,000.

Further sensitivity analysis on fixed asset investments is included in note 11.

Interest rate risk

The Company is exposed to fixed and floating rate interest rate risk on its financial assets. On the basis of the

Company’s analysis, it was estimated that a rise of 1% in all interest rates would have increased the investment

income for the year by approximately £261,000 (2022: £205,000). Furthermore, it was considered that a fall of

interest rates below current levels during the year would have been very unlikely.

The weighted average effective interest rate applied to the Company’s unquoted loan stock during the year

was approximately 6.7% (2022: 6.7%). The weighted average period to maturity for the unquoted loan stock is

approximately 2.6 years (2022: 3.7 years).

89Albion Technology & General VCT PLC

Notes to the Financial Statements

The Company’s financial assets and liabilities, all denominated in pounds sterling, consist of the following:

31 December 2023 31 December 2022

Fixed rate

£’000

Floating

rate

£’000

Non-

interest

bearing

£’000

Total

£’000

Fixed rate

£’000

Floating

rate

£’000

Non-

interest

bearing

£’000

Total

£’000

Unquoted equity - - 83,141 83,141 - - 74,217 74,217

Quoted equity - - 143 143 - - 437 437

Unquoted loan

stock 14,571 - 1,555 16,126 15,884 - 1,764 17,648

Receivables* - - 3,399 3,399 - - 3,426 3,426

Current liabilities - - (970) (970) - - (832) (832)

Cash 9,313 16,258 - 25,571 - 26,594 - 26,594

Total 23,884 16,258 87,268 127,410 15,884 26,594 79,012 121,490

*The receivables do not reconcile to the Balance sheet as prepayments are not included in the above table.

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or

commitment that it has entered into with the Company. The Company is exposed to credit risk through its

receivables, investment in unquoted loan stock, and through the holding of cash on deposit with banks.

The Manager evaluates credit risk on loan stock prior to investment, and as part of its ongoing monitoring

of investments. In doing this, it takes into account the extent and quality of any security held. For loan stock

investments made prior to 6 April 2018, which account for 70.3% of loan stock value, typically loan stock

instruments will have a fixed or floating charge, which may or may not be subordinated, over the assets of the

portfolio company in order to mitigate the gross credit risk.

The Manager receives management accounts from portfolio companies, and members of the investment

management team sit on the boards of unquoted portfolio companies; this enables the close identification,

monitoring and management of investment specific credit risk.

The Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of

initial investment and at quarterly Board meetings.

The Company’s total gross credit risk as at 31 December 2023 was limited to £16,126,000 (2022: £17,647,000)

of unquoted loan stock instruments, £25,571,000 (2022: £26,594,000) cash deposits with banks and £3,434,000

(2022: £3,456,000) of other receivables.

At the Balance sheet date, cash in bank and in hand held by the Company were held with Lloyds Bank plc, Scottish

Widows Bank plc (part of Lloyds Banking Group), Barclays Bank plc, Bank of Montreal and National Westminster

Bank plc. Credit risk on cash transactions was mitigated by transacting with counterparties that are regulated

entities subject to prudential supervision, with high credit ratings assigned by international credit-rating agencies.

The Company has an informal policy of limiting counterparty banking and floating rate note exposure to a

maximum of 20% of net asset value for any one counterparty.

The credit profile of unquoted loan stock is described under liquidity risk below.

Liquidity risk

Liquid assets are held as cash on current account, on deposit, in bonds or short term money market account. Under

the terms of its Articles, the Company has the ability to borrow up to 10% of its adjusted capital and reserves

of the latest published audited Balance sheet, which amounts to £12,386,000 as at 31 December 2023 (2022:

£11,800,000).

Albion Technology & General VCT PLC 90

Notes to the Financial Statements

The Company has no committed borrowing facilities as at 31 December 2023 (2022: £nil). The Company had

cash balances of £25,571,000 (2022: £26,594,000). The main cash outflows are for new investments, share buy-

backs and dividend payments, which are within the control of the Company. The Manager formally reviews the

cash requirements of the Company on a monthly basis, and the Board on a quarterly basis as part of its review

of management accounts and forecasts. The Company’s financial liabilities which are short term in nature total

£970,000 as at 31 December 2023 (2022: £832,000).

The carrying value of loan stock investments analysed by expected maturity dates is as follows:

31 December 2023 31 December 2022

Redemption date

Fully

performing

£’000

Valued

below cost

£’000

Past due

£’000

Total

£’000

Fully

performing

£’000

Valued

below cost

£’000

Past due

£’000

Total

£’000

Less than one year

8,236 - 3,966 12,202 5,390 - 4,054 9,444

1-2 years 94 - - 94 3,369 - 6 3 3,432

2-3 years 157 - - 157 117 - - 117

3-5 years 726 - - 726 478 - - 478

5+ years 2,514 - 433 2,947 3,724 - 452 4,176

Total 11,727 - 4,399 16,126 13,078 - 4,569 17,647

Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms.

The cost of loan stock investments valued below cost is £nil (2022: £26,000).

The Company does not hold any assets as the result of the enforcement of security during the period and believes

that the carrying values for both those valued below cost and past due assets are covered by the value of security

held for these loan stock investments.

In view of the factors identified above, the Board considers that the Company is subject to low liquidity risk.

Fair values of financial assets and financial liabilities

All the Company’s financial assets and liabilities as at 31 December 2023 are stated at fair value as determined

by the Directors, with the exception of receivables (including debtors due after more than one year), payables and

cash which are carried at amortised cost, in accordance with FRS 102. There are no financial liabilities other than

payables. The Company’s financial liabilities are all non-interest bearing. It is the Directors’ opinion that the book

value of the financial liabilities is not materially different to the fair value and all are payable within one year.

19. Commitments and contingencies

The Company had no financial commitments in respect of investments as at 31 December 2023 (2022: nil).

There were no contingent liabilities or guarantees given by the Company as at 31 December 2023 (2022: nil).

20. Post balance sheet events

Since the year end, the Company has had the following material post balance sheet events:

• The Company received £3.0 million of deferred consideration from the historic disposal of G.Network

Communications that was included in trade and other receivables at 31 December 2023. This equals the

amount held on the balance sheet at 31 December 2023;

• On 12 March 2024, a NAV update was announced with a 0.71 pence per share uplift, representing a 1.0%

increase on the 31 December 2023 NAV. This uplift is a result of terms being agreed for the sale of a

company within the portfolio, however there is no certainty that this deal will complete. This was not known

at 31 December 2023 and therefore this is a non adjusting post balance sheet event;

91Albion Technology & General VCT PLC

Notes to the Financial Statements

• Investments totalling £3.3 million in one new and five existing portfolio companies; and

• The Company issued the following new Ordinary shares of nominal value 1 penny each under the Albion

VCTs’ Prospectus Top Up Offers 2023/24:

Date of allotment

Number of

shares allotted

Aggregate

nominal value of

shares (£’000)

Issue price

(pence per share)

Net consideration

received (£’000)

Opening market

price on allotment

date (pence per

share)

22 March 2024 1,863,819 19 74.19 1,355 69.50

22 March 2024 419,447 4 74.57 305 69.50

22 March 2024 12,888,478 129 74.95 9,370 69.50

16 April 2024 214,637 2 74.19 156 69.00

16 April 2024 14,751 - 74.57 11 69.00

16 April 2024 298,405 3 74.95 217 69.00

15,699,537 157 11,414

21. Related party transactions

Other than transactions with the Manager as disclosed in note 5 and the Directors’ remuneration disclosed in the

Directors’ remuneration report on pages 61 to 64, there are no other related party transactions requiring disclosure.

Albion Technology & General VCT PLC 92

Notes to the Financial Statements

NOTICE OF ANNUAL GENERAL MEETING

SHAREHOLDERS SHOULD TAKE NOTE THAT THIS WILL BE A VIRTUAL AGM AND FURTHER DETAILS WILL BE

MADE AVAILABLE AT WWW.ALBION.CAPITAL/VCT-HUB/AGMS-EVENTS.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Albion Technology & General VCT PLC (the

“Company”) will be held virtually at noon on 5 June 2024 for the following purposes of considering and, if thought

fit, to pass the following resolutions, of which numbers 1 to 10 will be proposed as ordinary resolutions and numbers

11 to 13 as special resolutions.

Ordinary Business

1. To receive and adopt the Company’s accounts for the year ended 31 December 2023 together with the

Strategic report and the reports of the Directors and Auditor.

2. To approve the Directors’ remuneration report for the year ended 31 December 2023.

3. To re-elect Clive Richardson as a Director of the Company.

4. To re-elect Margaret Payn as a Director of the Company.

5. To re-elect Patrick Reeve as a Director of the Company.

6. To elect David Benda as a Director of the Company.

7. To elect Peter Moorhouse as a Director of the Company.

8. To appoint Johnston Carmichael LLP as Auditor of the Company to hold office from conclusion of the meeting

to the conclusion of the next meeting at which audited accounts are to be laid.

9. To authorise the Directors to agree the Auditor’s remuneration.

Special Business

10. Authority to allot shares

That the Directors be generally and unconditionally authorised in accordance with section 551 of the

Companies Act 2006 (the “Act”) to allot shares in the Company up to an aggregate nominal amount of

£441,171 (representing approximately 20% of the issued share capital as at the date of this Notice) provided

that this authority shall expire 15 months from the date that this resolution is passed, or if earlier, at the

conclusion of the next Annual General Meeting, but so that the Company may, before the expiry of such

period, make an offer or agreement which would or might require shares to be allotted or rights to subscribe

for or convert securities into shares to be granted after such expiry and the Directors may allot shares

pursuant to such an offer or agreement as if the authority had not expired.

11. Authority for the disapplication of pre-emptive rights

That, subject to the authority and conditional on the passing of resolution number 10, the Directors be

empowered, pursuant to section 570 and 573 of the Act, to allot equity securities (within the meaning of

section 560 of the Act) for cash pursuant to the authority conferred by resolution number 10 and/or to sell

ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply

to any such allotment or sale.

Under this power the Directors may impose any limits or restrictions and make any arrangements which they

deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal,

regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the

requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.

This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of the

next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or

agreement which would or might require equity securities to be allotted after such expiry and the Directors may

allot equity securities in pursuance of any such offer or agreement as if this power had not expired.

93Albion Technology & General VCT PLC

INFORMATION

& FINANCIALS

12. Authority to purchase own shares

That, subject to and in accordance with the Company’s Articles of Association, the Company be generally

and unconditionally authorised, pursuant to and in accordance with section 701 of the Act, to make market

purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares of 1 penny each in the capital

of the Company (“Ordinary shares”), on such terms as the Directors think fit, provided always that:

a) the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 33,065,745

shares or, if lower, such number of Ordinary shares representing 14.99% of the issued Ordinary share

capital of the Company as at the date of the passing of this resolution;

b) the minimum price, exclusive of any expenses, which may be paid for an Ordinary share is 1 penny;

c) the maximum price, exclusive of any expenses, which may be paid for an Ordinary share shall be an

amount equal to the higher of (a) 105% of the average of the middle market quotations for the share,

as derived from the London Stock Exchange Daily Official List, for the five business days immediately

preceding the date on which the share is purchased; and (b) the amount stipulated by Article 5(1) of the

Buy-back and Stabilisation Regulation 2003;

d) the authority hereby conferred shall, unless previously revoked, varied or renewed, expire 15 months from

the date that this resolution is passed or, if earlier, at the conclusion of the next Annual General Meeting;

and

e) the Company may enter into a contract or contracts to purchase Ordinary shares under this authority

before the expiry of the authority which will or may be executed wholly or partly after the expiry of the

authority, and may make a purchase of shares in pursuance of any such contract or contracts as if the

authority conferred hereby had not expired.

13. Notice period for General Meetings

That the notice required for General Meetings of the Company (other than an Annual General Meeting) shall

be not less than 14 clear days.

By Order of the Board

Albion Capital Group LLP

Company Secretary

Registered office

1 Benjamin Street

London, EC1M 5QL

18 April 2024

Albion Technology & General VCT PLC is registered in England and Wales with number 04114310

Albion Technology & General VCT PLC 94

Notice of Annual General Meeting

Notes

1. Members entitled to attend, speak and vote at the Annual General Meeting (“AGM”) may appoint a proxy or proxies (who

need not be a member of the Company) to exercise these rights in their place at the AGM. A member may appoint more

than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. Proxies may only

be appointed by:

• completing and returning the Form of Proxy enclosed with this Notice to Computershare Investor Services PLC, The

Pavilions, Bridgwater Road, Bristol BS99 6ZY; or

• going to www.eproxyappointment.com and following the instructions provided there; or

• by having an appropriate CREST message transmitted, if you are a user of the CREST system (including CREST personal

members).

Return of the Form of Proxy will not preclude a member from attending the meeting and voting in person. A member may

not use any electronic address provided in the Notice of this meeting to communicate with the Company for any purposes

other than those expressly stated.

To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of

the Company by noon on 3 June 2024.

In accordance with good governance practice, the Company is offering shareholders use of an online service, offered

by the Company’s registrar, Computershare Investor Services, at www.eproxyappointment.com. Shareholders can use

this service to vote or appoint a proxy online.The same voting deadline of noon on 3 June 2024 applies as if you were

using your Personalised Voting Form to vote, or appoint a proxy by post to vote for you.Shareholders who hold their

shares electronically may submit their votes through CREST, by submitting the appropriate and authenticated CREST

message so as to be received by the Company’s registrar not later than two business days before the start of the meeting.

Instructions on how to vote through CREST can be found by accessing the following website: www.euroclear.com.

Shareholders should not show this information to anyone unless they wish to give proxy instructions on their behalf.

2. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (“the

Act”) to enjoy information rights (a “Nominated Person”) may, under an agreement between him or her and the member

by whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the

AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under

any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

The statement of rights of members in relation to the appointment of proxies in note 1 above does not apply to

Nominated Persons. The rights described in that note can only be exercised by members of the Company.

3. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes

they may cast), members must be registered in the register of members of the Company at noon on 3 June 2024 (or,

in the event of any adjournment, on the date which is two business days before the time of the adjourned meeting).

Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any

person to attend and vote at the meeting.

4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so

for this AGM and any adjournment(s) by using the procedures described in the CREST Manual. CREST personal members or

other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to

their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST

message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland

Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual

(available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy

or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so

as to be received by the issuer’s agent by noon on 3 June 2024. For this purpose, the time of receipt will be taken to be the

time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s

agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change

of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK

and 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, to procure that his or her 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

95Albion Technology & General VCT PLC

Notice of Annual General Meeting

any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service

provider(s) 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.

5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all

of its powers as a member provided that they do not do so in relation to the same shares.

6. A copy of this Notice, and other information regarding the meeting, as required by section 311A of the Act, is available

from www.albion.capital/funds/AATG under the ‘Fund reports’ section.

7. Any member attending the meeting has the right to ask questions. 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.

8. Copies of contracts of service and letters of appointment between the Directors and the Company, together with the Register

of Directors’ Interests in the Ordinary shares of the Company, will be available for inspection at the Registered Office of the

Company during normal business hours from the date of this Notice until the conclusion of the meeting, and at the place of

the meeting for at least 15 minutes prior to the meeting until its conclusion. In addition, a copy of the Articles of Association

will be available for inspection at the Company’s registered office from the date of this Notice until the conclusion of the

meeting, and at the place of the meeting for at least 15 minutes prior to the meeting until its conclusion.

9. Under section 527 of the Act members 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 accounts (including the Auditor’s report and the conduct of the audit) that are to be laid before the AGM:

or (ii) any circumstances connected with an Auditor of the Company ceasing to hold office since the previous meeting

at which the annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not

require the members requesting any such website publication to pay its expenses in complying with section 527 and

528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, 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 AGM includes any statement that the Company has been required

under section 527 of the Act to publish on a website.

10. Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give, to

members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend

to move (and which may properly be moved) at the AGM. A resolution may properly be moved at the AGM unless

(i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment of the Company’s

constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which may be

dealt with at the AGM includes a resolution circulated pursuant to this right. A request made pursuant to this right may

be in hard copy or electronic form, must identify the resolution of which notice is to be given, must be authenticated by

the person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM.

11. Members satisfying the thresholds in Section 388A of the Companies Act 2006 may request the Company to include in the

business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the

business at the AGM.

A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person or (ii) it is frivolous

or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be

included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated

by the person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM.

12. As at 18 April 2024 being the latest practicable date prior to the publication of this Notice, the Company’s issued share capital

consists of 220,585,358 Ordinary shares with a nominal value of 1 penny each. The Company also holds 28,037,873 Ordinary

shares in treasury. Therefore, the total voting rights in the Company as at 18 April 2024 are 192,547,485.

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Albion Technology & General VCT PLC 96

Notice of Annual General Meeting