Albion Technology & General VCT PLC
Annual Report and Financial Statements
for the year ended 31 December 2024
2O24
Albion Technology & General VCT PLC
Annual Report and Financial Statements
for the year ended 31 December 2024
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
D Benda
S Pathakji (appointed 19 December 2024)
S Thorpe (appointed 19 December 2024)
F Wollocombe (appointed 19 December 2024)
04114310 Johnston Carmichael LLP
First Floor
227 West George Street
Glasgow, G2 2ND
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 Liberum Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London, EC2Y 9LY
Taxation adviser Legal adviser Depositary
Philip Hare & Associates LLP
Bridge House
181 Queen Victoria Street
London, EC4V 4EG
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).
4
6
37
76
Contents
Strategic
Investment objective and policy and Financial calendar 7
Financial highlights 8
Chairman’s Statement 10
Strategic Report 14
Portfolio of investments 29
Portfolio companies 32
Governance
The Board of Directors 38
The Manager 40
Environmental, Social and Governance (“ESG”) report 43
Directors’ report 47
Statement of Directors’ responsibilities 55
Statement of corporate governance 56
Directors’ remuneration report 64
Independent auditor’s report 69
Company information and financials
Income statement 77
Balance sheet 78
Statement of changes in equity 79
Statement of cash flows 80
Notes to the Financial Statements 81
Glossary of terms 97
Notice of Annual General Meeting 99
Strategic
INVESTMENT OBJECTIVE AND POLICY
Investment in such open-ended equity funds will not
exceed 7.5% of the Company’s assets at the time of
investment.
The Company shall be able to (i) continue to hold VCT
assets that were previously acquired in accordance
with the Company’s investment policy that applied
at the time of investment and (ii) acquire such VCT
assets through a merger with another VCT where such
assets were previously acquired by that target VCT (in
accordance with its investment policy that applied 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.
Changes to the Investment Policy
The Company will not make a material change to its
published investment policy without obtaining the prior
approval of its shareholders.
FINANCIAL CALENDAR
6 June 2025
Record date for first dividend
Noon on 17 June 2025
Annual General Meeting
30 June 2025
Payment date of first dividend
September 2025
Announcement of Half-yearly results for the six months ending 30 June 2025
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”).
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 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).
7
Albion Technology & General VCT PLC
STRATEGIC
Albion Technology & General VCT PLC 8
FINANCIAL HIGHLIGHTS
4.73p 6.57% 3.68p 73.04p 204.06p
Increase in total
shareholder value
per share for the
year ended
31 December 2024
(2023: increase of
2.79p)
††
Total gain on
opening net asset
value per share
(2023: gain of
3.83%)
††
Total tax-free
dividends per
ordinary share paid
in the year ended
31 December 2024
(a dividend yield of
5.1% on opening
net asset value)
(2023: 3.72p with
a dividend yield of
5.1%)
Net asset value
per ordinary
share as at
31 December 2024
(2023: 71.99p)
Total shareholder
value as at
31 December 2024
(2023: 199.33p)
† ††
Methodology: The total shareholder return including original amount invested (rebased to 100) from 1 January 2015 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 and tax reliefs are
not taken into account.
†Total shareholder value per share is defined in the Glossary of terms on pages 97 and 98.
††These are considered Alternative Performance Measures (“APM”). An APM is defined within the Glossary of terms on pages 97 and 98.
Total shareholder return relative to FTSE All-Share Index total return
(with dividends reinvested)
††
Jan 2015 Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024
Return (pence per share)
190
180
170
160
150
140
130
120
110
100
90
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. The methodology is defined in the Glossary of terms on pages 97 and 98.
Financial highlights
Albion Technology & General VCT PLC - Performance data
1 year return 3 year return
(average 1.6% p.a.)
5 year return
(average 4.5% p.a.)
10 year return
(average 4.9% p.a.)
4.7%
22.4%
48.5%
6.6%
Movements in net asset value
31 December 2024
(pence per share)
31 December 2023
(pence per share)
Opening net asset value 71.99 72.92
Capital return 5.42 2.05
Revenue return 0.51 0.44
Total return 5.93 2.49
Ordinary dividends paid (3.68) (3.72)
Impact of share capital movements* (1.20) 0.30
Net asset value 73.04 71.99
* Shareholders should note that the calculation of the net asset value per share uses the total shares in issue (less treasury shares) at the
reporting date, whereas the calculation of the total return uses the weighted average shares in issue during the period. Due to the number of
shares issued as a result of the merger with Albion KAY VCT PLC, the difference between the total shares in issue (less treasury shares) and the
weighted average share in issue has resulted in the larger than usual impact from share capital movements in the period. In accordance with
the circular, the number of shares issued by the Company to KAY shareholders was calculated based on their respective NAV’s so as to avoid any
dilution to either group of shareholders.
Total shareholder value per share
Ordinary shares
(pence per share)
Total dividends paid since launch to 31 December 2024 131.02
Net asset value as at 31 December 2024 73.04
Total shareholder value per share to 31 December 2024 204.06
In addition to the dividends noted above, the Board has declared a first dividend for the year ending
31 December 2025 of 1.83 pence per share to be paid on 30 June 2025 to shareholders on the register
on 6 June 2025.
Further information relating to the Company can be found at www.albion.capital/vct-funds/AATG.
9
Results and dividends
As at 31 December 2024, the net asset value was 73.04
pence per share compared to 71.99 pence per share at
31 December 2023. The total gain after tax was £11.4
million (5.93 pence per share) compared to £4.3 million
(2.49 pence per share) total gain in the year ended 31
December 2023.
For the benefit of former KAY shareholders, the KAY
total shareholder return for the period from 1 January
2024 to the merger date of 19 December 2024 was
1.51 pence per share (7.4% of the opening KAY NAV).
The unaudited NAV of KAY at the merger date was
19.83 pence per share.
The unaudited NAV per AATG share as at the merger
date was 71.34 pence. The year end NAV therefore
represents an increase of 1.70 pence per share (2.4%
increase) since the date of the merger.
In line with our dividend policy targeting around 5% of
NAV per annum, the Company paid dividends totalling
3.68 pence per share for the year to 31 December 2024
(2023: 3.72 pence per share). The Board has declared
a first dividend for the year ending 31 December
2025 of 1.83 pence per share to be paid on 30 June
2025 (2023: first dividend of 1.80 pence per share) to
shareholders on the register on 6 June 2025.
Albion Technology & General VCT PLC 10
I am pleased to present the Chairman’s statement following the successful merger
with Albion KAY VCT PLC (“KAY”) in December 2024 and am delighted to welcome
all the KAY shareholders as new shareholders of Albion Technology & General. The
merger will bring a number of key benefits, including cost savings to shareholders
and where shareholders also hold other Albion VCTs, a simplified fee structure and
reduced administration through holding investments in fewer VCTs.
The results detailed throughout the report are for the full year in respect of the
Company and only include KAY results for the period since the date of merger on
19 December 2024, unless otherwise stated. There has been an increase in total
shareholder value of 4.73 pence per share for the year ended 31 December 2024
which represents a 6.57% uplift on the opening net asset value.
The Board continues to be encouraged by the progress that is being made by
many of the portfolio companies, some of which are highlighted below. The Board
notes the importance of evaluating the Company’s returns over the longer-term,
as a venture capital portfolio can, by its nature, experience periods of short-
term volatility. Whilst past performance does not guarantee future results, the
annualised total return over the past 5 years has been 4.5%.
CHAIRMAN’S
STATEMENT
Clive Richardson
10
STRATEGIC
Investment portfolio
Our portfolio has performed well during the year
despite the continuing difficult environment for early
stage technology and healthcare companies. This
performance has delivered a net uplift in value of £13.2
million to the Company’s investments for the year (31
December 2023: net gain of £6.0 million).
Quantexa, the largest company in our portfolio (20.8%
of net asset value), was the main contributor to the net
gain, increasing in value by £8.3 million. Post year end,
Quantexa completed a series F funding round of $175m
led by Teachers’ Venture Growth, part of the Ontario
Teachers’ Pension Plan. As part of this funding round, the
Company took the opportunity to make a small partial
disposal of its holding and reduce its concentration risk.
Other key valuation increases contributing to the net gain
in the year included: Gravitee (T/A Gravitee.io) by £3.1
million; Egress Software Technologies by £2.4 million;
Oviva by £1.7 million; and TransFICC by £1.5 million.
These gains have been partially offset by unrealised
losses, including a £1.0 million loss for NuvoAir Holdings
and £1.0 million for Radnor House School.
The Company realised disposal proceeds totalling £6.9
million (2023: £5.9 million), leading to realised gains
during the year of £2.5 million (2023: £1.9 million). The
largest realised gain of £2.4 million was generated from
the sale of Egress Software Technologies to KnowBe4
which completed on 1 July 2024. The Company first
invested in Egress in 2014, with follow on investments
in 2017 and 2018, and it has delivered a strong return
for shareholders of over 7x cost. Further details on the
above disposal, and other realisations, can be found in
the realisations table on page 31.
During the year the Company has invested a total
of £10.5 million into portfolio companies, of which
£6.0 million was invested across seven new portfolio
companies, all of which are likely to require further
investment as they develop and grow. The new
investments during the year were:
£1.5 million into Treefera, a data platform for forestry and nature-based assets;
£1.4 million into Ionate, a developer of new hybrid transformers for grid and
industrial power networks;
£0.8 million into Papaya Technologies, a multi-sided marketplace for the electric
vehicle ecosystem;
£0.7 million into Instinct Digital, an investment communication platform for the
asset manager industry;
£0.6 million into Trumpet Software, which has developed software to provide
adigital sales room and a collaboration platform for B2B interactions;
£0.6 million into Get Least (T/A Kato), a platform that digitises workflows of
commercial real estate participants; and
£0.4 million into Open Trade Technology, which enables safe, compliant, and
scalable stablecoin yield products for the next generation of financial services.
11Albion Technology & General VCT PLC
Chairman’s statement
A further £4.5 million was invested into existing portfolio
companies, the largest being: £0.8 million into Imandra,
£0.5 million into Tem-Energy, £0.5 million into Convertr
and £0.4 million into Infact Systems (T/A Infact).
The three largest investments in the Company’s
portfolio, being Quantexa, Proveca and Oviva, are
valued at £80.0 million and represent 31.8% of the
Company’s net asset value.
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
29 and 30.
Merger with Albion KAY VCT PLC
The merger of the Company with KAY was detailed in
the 12 November 2024 Circular. It was approved by
shareholders on 11 December 2024 and completed on
19 December 2024. I am delighted to welcome all the
KAY shareholders as new shareholders of this Company.
The assets and liabilities of KAY were transferred to
the Company in consideration for shares being issued
to KAY shareholders on a relative net asset basis. KAY
shareholders received 0.27798209 AATG Consideration
Shares for each ordinary share in KAY. New share
certificates were issued to the KAY shareholders on
KAY entering voluntary solvent liquidation following
shareholder approval at the KAY second General
Meeting on 19 December 2024.
The respective net asset values of each company on
merger comprised of:
The merger payback period of 24 months, as outlined in
the Circular, is on track to being achieved. This is based
on the merger costs incurred to date and compared with
annual cost savings incurred and forecasted.
Further information and documents relating to the
mergers can be found at www.albion.capital/mergers.
Board composition
On completion of the merger, Fiona Wollocombe, the
former Chair of KAY, Simon Thorpe, the former Audit
Chair and Swarupa Pathakji were appointed and
welcomed to the Board. Simon will be the Audit Chair
for the Company. Margaret Payn, Peter Moorhouse and
Patrick Reeve retired from the Company’s Board at the
completion of the merger. On behalf of the Board and the
Manager, I would like to thank and note my appreciation
to Margaret, Peter and Patrick for their invaluable
contribution throughout their time as Directors.
Risks and uncertainties
The Company faces a number of significant risks,
including higher interest rates, high levels of inflation
over recent years, tariffs and the ongoing impact of
geopolitical tensions. This complex backdrop is factored
into how the Company is managed, including in its
utilisation 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.
Chairman’s statement
1212
Albion Technology
& General VCT PLC
£’000
Albion KAY VCT PLC
£’000
Combined at Merger date on
19 December 2024
£’000
Fixed asset investments 109,327 88,061 197,388
Cash in bank and at hand 26,604 22,743 49,347
Other net liabilities (970) (298) (1,268)
Net assets 134,961 110,506 245,467
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 other risks and uncertainties
facing the business is shown in the Strategic report on
pages 24 to 27.
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 17.
Albion VCTs’ Prospectus Top Up Offers
Your Board, in conjunction with the boards of the other
VCTs managed by Albion Capital Group LLP, launched
a prospectus top up offer of new ordinary shares for
subscription in the 2024/25 tax year. The offer opened
for applications on 6 January 2025 and was fully
subscribed and closed on 31 March 2025. The amount
raised by the Company was £30.0 million.
The proceeds will be used to provide support to our
existing portfolio companies and to enable us to take
advantage of new investment opportunities. 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 new investment opportunities, whilst also continuing
to support our current portfolio.
Annual General Meeting
The Annual General Meeting (“AGM”) will be held
virtually at noon on 17 June 2025 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-funds/AATG. 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 52 and 53 and in the Notice of the
Meeting on pages 99 to 102.
Outlook and prospects
The Board is pleased that the Company has delivered
a positive return for the year despite the many
uncertainties the Company faced. The portfolio remains
diversified in terms of stage of maturity and target
sectors, such as healthcare, software, DeepTech and
FinTech, which we believe are sectors that all have long
term growth characteristics. The Board continues to be
confident that the Company is well placed to provide
long term value to shareholders.
Clive Richardson
Chairman
23 April 2025
13
I am delighted to welcome all
the KAY shareholders as new
shareholders of this
Company.
13Albion 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 2024 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 29 and 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 predominantly 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)
FinTech 30% (29%)
Software & other technology 22% (18%)
Healthcare (including digital healthcare) 17% (16%)
Renewable energy 7% (7%)
DeepTech 1% (0%)
Other (including education) 4% (8%)
Cash 19% (22%)
Comparatives for 31 December 2023 are in brackets
FinTech 37% (36%)
Software & other technology 27% (24%)
Healthcare (including digital healthcare) 21% (20%)
Renewable energy 9% (9%)
DeepTech 1% (0%)
Other (including education) 5% (11%)
14
STRATEGIC
15
Strategic report
Portfolio analysis by stage of investment Portfolio analysis by number of employees
in this area, alongside the FinTech, Software and
Healthcare sectors.
The cash component at the year end sits at 19%
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, DeepTech, 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 2024 10,453
Net revenue return for the year ended 31 December 2024 975
Total gain for the year ended 31 December 2024 11,428
Dividend of 1.80 pence per share paid on 28 June 2024 (3,434)
Dividend of 1.88 pence per share paid on 6 December 2024 (3,562)
Unclaimed dividends returned to the Company 10
Transferred to reserves 4,442
Net assets as at 31 December 2024 251,320
Net asset value as at 31 December 2024 73.04 pence per share
Early stage (revenue less than £1 million) 9% (7%)
Growth (revenue between £1 million and £5 million) 17% (17%)
Scale up (revenue over £5 million) 74% (76%)
Under 20 8% (5%)
21 - 50 18% (13%)
51 - 100 16% (16%)
101+ 49% (57%)
Renewable energy* 9% (9%)
*Renewable energy investments have no employees
Comparatives for 31 December 2023 are in brackets
Direction of portfolio
The current portfolio remains well-balanced both
in terms of stage of investment and sectors, with
FinTech accounting for 30%, software and other
technology accounting for 22% and healthcare
(including digital healthcare) accounting for 17%.
A new subcategory the Company is beginning to
invest in is DeepTech, which now accounts for 1%
of the portfolio. DeepTech companies are delivering
products and solutions that have a strong technical
moat, often developed through world-class research.
It is the intention for this area to form a small part
of the portfolio, utilising the Managers expertise
15Albion Technology & General VCT PLC
From the merger with Albion KAY VCT PLC, the
Company acquired the net assets of that company
which were valued at £110.5 million. As a result of the
merger, the Board expects to make significant annual
cost savings and reduce the ongoing charges ratio of
the Company following the payback period. Further
details of the merger can be found in note 10.
There is a continuing focus on growing investments
in the FinTech, healthcare and other software and
technology sectors, as well as our first investment in the
year into the DeepTech sector 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 of the merger, the loan stock income is expected
to increase in line with the increase in our renewable
energy investments but remain relatively flat on a
pence per share basis. Dividend income is also expected
to stay flat. It is expected that most of the Company’s
investment returns will be delivered via capital gains on
the unquoted portfolio of investments.
Future prospects
The Company’s financial results for the year ended
31 December 2024 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. See the Glossary of terms
on pages 97 and 98 for more details. 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:
The Company paid ordinary dividends of 3.68 pence
per share during the year ended 31 December 2024
(2023: 3.72 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 2025 of 1.83 pence per share to be paid
on 30 June 2025 to shareholders on the register on 6
June 2025.
As shown in the Income statement on page 77,
investment income has increased to £2,345,000 (2023:
£1,687,000). This is due to increased bank interest from
higher interest rates as well as increased loan interest
and dividends received from the portfolio companies in
the year. This largely accounts for the increase in revenue
gain to shareholders of £975,000 (2023: £775,000).
The net capital gain for the year was £10,453,000
(2023: gain of £3,572,000). The net gain was largely
due to net unrealised gains from the valuation of
investments, as well as the realised gain from the
sale of Egress Software Technologies during the
year. 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 5.93 pence
per share (2023: gain of 2.49 pence per share).
The Balance sheet on page 78 shows that the net
asset value per share increased over the year ended 31
December 2024 to 73.04 pence per share (2023: 71.99
pence per share).
The cash inflow for the year was £22.2 million (2023:
outflow of £1.0 million). This resulted mainly from the
cash received from the merger with Albion KAY VCT
PLC and issue of the new ordinary shares under the
2023/24 Top Up Offer, disposal proceeds and loan stock
income, offset by new investments, dividends paid,
share buy-backs, merger costs and ongoing expenses.
Review of business and outlook
The results for the year ended 31 December 2024 are
the first statutory accounts since the merger of the
Company with Albion KAY VCT PLC on 19 December
2024. 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.
Albion Technology & General VCT PLC 16
Strategic report
Net asset value per share and total shareholder value
Net Asset Value
Cumulative dividend
1. Net asset value per share (APM) and cumulative dividends
The chart below illustrates the movement in net asset value per share plus cumulative dividends paid since launch
to 31 December 2024.
2. Shareholder value (APM) and shareholder return (APM)
The shareholder return for the year ended 31 December 2024 was 4.73 pence per share (6.6% on opening NAV).
This return increased total shareholder value since inception (being the 31 December 2024 NAV plus cumulative
dividends paid) to 204.06 pence per share.
Percentage movement in shareholder value in the year
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(4.7%) 3.6% 6.0% 13.2% 11.9% (0.3%) 21.6% (4.6%) 3.8% 6.6%
The figures in the table above show that, despite some annual volatility, the Company has delivered an average
increase in shareholder value on opening NAV of 5.7% per annum over the past ten years and 5.4% per annum over
the past five years.
3. Dividend distributions
Dividends paid in respect of the year ended 31 December 2024 were 3.68 pence per share (5.1% dividend yield
on opening NAV) (2023: 3.72 pence per share). Cumulative dividends paid since inception were 131.02 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 2024 was capped
at 2.75% (2023: 2.75%) with any excess over the cap being a reduction in the management fee. The ongoing
charges ratio has decreased to 2.46% (2023: 2.52%). After the merger with KAY, it is expected that the Ongoing
charges ratio will decrease further in 2025.
Pence per share
200
150
100
50
0
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
17Albion Technology & General VCT PLC
Strategic report
5. VCT compliance*
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 page 49.
The relevant tests to measure compliance have been
carried out and independently reviewed for the year
ended 31 December 2024 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.
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
*VCT compliance is not a numerical measure of performance and thus cannot be defined as an APM.
Dividends paid
Dividends paid in the period
Cumulative dividend
Pence per share
140
120
100
80
60
40
20
0
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Albion Technology & General VCT PLC 18
Strategic report
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 separate 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 receives 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 only becomes 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 was paid to the Manager
after the adoption of the accounts at the 2024 AGM.
There is no fee payable based on the audited results for
the five year period ended 31 December 2024.
There is a provision of £333,000 based on assumed
returns of 5.85% per annum in the forecast period to
31 December 2028 which, if crystallised, will become
payable over the four years to 31 December 2028 based
on the audited results for each rolling five year period
to 31 December 2028. Details of the calculation of the
performance incentive provision can be found in note 16.
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 primarily 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.
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.
19Albion Technology & General VCT PLC
Strategic report
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 November 2024. 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
pay close attention to 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.
20
Strategic report
Engagement with Stakeholder Decision outcomes based on engagement
Shareholders
The key methods of engaging with
shareholders are as follows:
• Annual General Meeting (“AGM”).
• General Meetings (“GM”).
• Annual shareholder seminar.
• Annual report and Financial
Statements, Half-yearly financial
report, and interim management
statements.
• Circular relating to the merger with
Albion KAY VCT PLC (“KAY”).
• RNS announcements in
accordance with the UK Listing
Rules and Disclosure Guidance
and Transparency Rules (“DTRs”)
covering such things as the
publication of a Prospectus.
• Albion Capital website and social
media pages.
• Albion News shareholder magazine.
• Shareholders’ views are important, and 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 rather than just those able to attend
a Central London location, and gave shareholders the opportunity to ask questions and
vote during the virtual AGM. The virtual medium helps facilitate greater shareholder
participation, particularly for those shareholders who would be unable to attend an
AGM in person, as well as provide a recording of the event for shareholders to watch on
demand.
• During the year, shareholders voted overwhelmingly in favour of the merger of
the Company with KAY. This was approved independently by shareholders of both
companies at the GM’s on 11 December 2024 and the voluntary solvent liquidation
of KAY was approved by its shareholders at KAY’s second GM on 19 December 2024.
The merger should achieve, amongst other things, cost savings, administration
efficiency and simplicity for shareholders.
• Shareholders are also encouraged to attend the in person annual Shareholder
Seminar. The 2024 event took place on 20 November 2024 at 11 Cavendish Square,
London, W1G 9EB. The seminar included Treefera and TransFICC sharing insights
into their businesses and 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 marketing event hosted by the Manager and expects to
continue to run this in 2025.
• 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 ensure this is in the region of 5%.
• 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 Offers, following the merger of the Company with KAY, to raise funds
for deployment into new and existing portfolio companies. The Prospectus was
published on 12 November 2024 and the Company’s Offer launched to applications
on 6 January 2025. 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 the 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
Strategic report
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”) concerns.
• 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
secretarial and administrative services is reviewed 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.
• There is no performance incentive fee payable based on the audited 31 December
2024 accounts. There is a provision of £333,000 based on assumed returns of
5.85% per annum in the forecast period to 31 December 2028 which may or may
not be achieved, and further details can be found in note 16.
• Details of the Manager’s responsibilities can be found in the Statement of
corporate governance on pages 56 to 58.
Suppliers
The key suppliers (other than the
Manager) are:
• Auditor;
• Corporate broker;
• Depositary;
• Legal adviser;
• Registrar; and
• VCT taxation adviser.
• The Manager (in its capacity as company secretary) on behalf of the Company,
is in regular contact with key 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 Board are satisfied with the performance of the key suppliers.
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
43 to 46, the portfolio companies’
impact on their stakeholders is also
important to the Company.
• The Board aims to have a diversified portfolio in terms of sector and stage of
investment. 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,
as well as 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
organises 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”). The Board has been conscious in making a commitment to invest
responsibly and embed community and environmental concerns in the Company’s
practices. Further details of this are set out in the ESG report.
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, such matters form part of its responsible
investment strategy as detailed above.
Diversity
The Board understand the importance of promoting
diversity within the Company’s Board and seeks to create
a diverse group of experienced individuals. At the year
end, there were three male Directors and two female
Directors on the Board. Further details on the diversity of
the Board can be found on pages 50 and 51.
Further policies
The Company has adopted a number of further policies
relating to:
• Environment;
• Global greenhouse gas emissions;
• Anti-bribery; and
• Anti-facilitation of tax evasion.
These are set out in the Directors’ report on page 50.
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 2024 the most noticeable risks have been
high interest rates and the cumulative effect of high
inflation over the last few years, caused in part by
current geopolitical tensions, and 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
uncertainties. It seeks to mitigate these throughregular
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 and
uncertainties are explained below:
23Albion Technology & General VCT PLC
Possible consequence Risk assessment
during the year
Risk management
Principal Risks
Investment, performance and technology 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, are more volatile in
terms of their performance and
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, DeepTech and
HealthTech), as well as to the
health sector generally.
Continues to
remain high due to
the economic and
geopolitical issues
as referred to in
the Chairman’s
statement.
To reduce this risk, the Board places reliance upon the skills and
expertise of the Manager and its track record over many years
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 2023/24 and 2024/25 Top-Up Offers followed
careful analysis of these factors.
The Board and the Manager review the diversification of the
Company’s portfolio on a quarterly basis. When new investments
are made, the Manager considers the impact that they will have
on the diversification of the portfolio, to ensure that concentration
risk is considered, and to ensure that investment risk is spread in
accordance with the Company’s investment policy.
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,
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.
Albion Technology & General VCT PLC 24
Strategic report
Possible consequence Risk assessment
during the year
Risk management
VCT approval 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.
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 extended the VCT sunset clause to 2035. This
will help enable the Company to continue supporting its portfolio of
high growth companies.
Regulatory and compliance risk
The Company is listed on The
London Stock Exchange and is
required to comply with the rules
of the Financial Conduct Authority,
as well as with the Companies Act,
Accounting Standards and other
legislation. Failure to comply with
these regulations could result in a
delisting of the Company’s shares,
or other penalties under the
Companies Act or from financial
reporting oversight bodies.
No change in the
year.
As a Venture Capital Trust whose shares are traded on the London
Stock Exchange, the Company is impacted by actual and prospective
changes to legislation and HMRC guidance governing VCTs.
Legislation to extend the VCT scheme until 2035 is now in force. This
will help enable the Company to continue supporting its portfolio of
high growth companies.
Furthermore, the Manager is actively involved with key industry
bodies who meet periodically with HMRC and relevant government
representatives to ensure that they have a good understanding of
relevant sector developments. The Board and the Manager also
receive regular updates on new regulation from its auditor, legal
advisers and other professional bodies. The Manager’s services
include ensuring that the Company complies with the relevant rules.
The Manager is regulated by the Financial Conduct Authority and
has a dedicated compliance function to ensure it complies with rules
applicable to its regulated fund management services. Any issues
arising from compliance or regulation are reported to the Manager’s
Executive Committee and, where they relate to the Company, are
reported to the Board in quarterly Board meetings.
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 Manager also has a formal risk committee in place which meets
every six months, with cyber risk being discussed at Board meetings.
The 2023 internal audit of the Manager focused specifically on IT
systems.
The Manager carries out a review of all suppliers annually. This includes
a review of the supplier’s IT controls, cyber security systems, and
requires them to report breaches (if any). Following the review, the
Manager will decide whether it is appropriate to continue using each
supplier and a full report is provided to the Board.
25Albion Technology & General VCT PLC
Strategic report
Possible consequence Risk assessment
during the year
Risk management
Reliance on key agents and personnel risk
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.
Economic, political and social risk
Changes in economic conditions,
including; high interest rates,
rates of inflation, tariffs, 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.
Continues to
remain high due to
the economic and
geopolitical issues
as referred to in
the Chairman’s
statement.
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.
Liquidity risk
The Company may not have
sufficient cash available to meet
its financial obligations. The
Company’s portfolio is primarily
in smaller unquoted companies,
which are inherently illiquid
as there is no readily available
market, and thus it may be difficult
to realise their fair value at short
notice.
No change in the
year.
To reduce this risk, the Board reviews the Company’s three year
cash flow forecasts on a quarterly basis. These include potential
investment realisations (which are closely monitored by the
Manager), Top Up Offers, dividend payments and operational
expenditure. This ensures that there are sufficient cash resources
available for the Company’s liabilities as they fall due.
Albion Technology & General VCT PLC 26
Strategic report
Possible consequence Risk assessment
during the year
Risk management
Emerging Risks
Environmental, social and governance (“ESG”) risk
An insufficient ESG policy could
lead to an increased negative
impact on the environment,
including the Company’s carbon
footprint. Non-compliance with
reporting requirements could lead
to a fall in demand from investors,
reputational damage and
penalties. Climate risks could also
negatively impact on the value of
portfolio investments.
No change in the
year.
The Manager is a signatory of the UN PRI and the Board is kept
appraised of the evolving ESG policies at quarterly Board meetings.
Full details of the specific procedures and risk mitigation can be
found in the ESG report on pages 43 to 46. These procedures ensure
that this risk continues to be mitigated where possible.
Whilst the Company itself has limited impact on climate change,
due to no employees nor greenhouse gas emissions, the Board
works closely with the Manager to ensure the Manager itself is
working towards reducing its impact on the environment, and that
the Manager takes account of ESG factors, including the impact
on the environment, when making new investment decisions. With
specific respect to the Company, a key action is increasing the use of
electronic communications with shareholders.
27Albion Technology & General VCT PLC
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 2027. 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 high
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 considered that the merger with Albion KAY VCT
PLC would bring increased longer term resilience as well
as a reduction in operating costs through economies of
scale. 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
Albion Technology & General VCT PLC 28
Strategic report
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 2027. 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 2024 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
23 April 2025
PORTFOLIO OF INVESTMENTS
KAY holding value on
19 December 2024
£’000
As at
31 December 2024
As at
31 December 2023
Change in value for the
year *
£’000
Fixed asset investments
% voting rights
% voting rights
held by all Albion
managed funds
Cost
£’000
Cumulative
movement in value
£’000
Value
£’000
Cost
£’000
Value
£’000
Quantexa 3.8 12.0 19,092 21,770 30,587 52,357 2,678 24,918 8,346
Proveca 26.7 49.9 13,211 15,218 3,377 18,595 2,007 5,969 (585)
Oviva 5.1 13.8 3,039 5,733 3,352 9,085 2,694 4,385 1,660
Gravitee Topco (T/A Gravitee.io) 8.0 25.8 3,697 5,253 3,351 8,604 1,556 1,792 3,115
Chonais River Hydro 22.2 50.0 2,862 5,031 753 5,784 2,169 3,135 (212)
The Evewell Group 10.8 33.0 2,130 3,677 1,859 5,536 1,547 3,044 362
Runa Network 6.4 17.9 1,854 4,602 728 5,330 2,748 3,476 -
Radnor House School (TopCo) 14.8 48.3 - 2,710 2,246 4,956 2,710 5,915 (959)
Panaseer 6.0 14.9 1,481 4,005 734 4,739 2,524 3,258 -
TransFICC 6.2 15.8 1,417 2,692 1,522 4,214 1,275 1,275 1,522
Healios 10.5 35.4 2,152 3,977 204 4,181 1,788 1,789 203
Cantab Research (T/A Speechmatics) 4.4 14.1 967 3,868 29 3,897 2,901 3,188 (258)
Convertr Media 13.6 36.5 1,110 3,052 619 3,671 1,105 2,138 (25)
Elliptic Enterprises 2.7 7.5 854 3,283 179 3,462 2,429 2,433 175
The Street by Street Solar Programme 18.1 50.0 1,716 2,611 603 3,214 895 1,487 12
Gharagain River Hydro 23.5 50.0 758 2,284 594 2,878 1,526 2,125 (5)
GX Molecular (T/A CS Genetics) 10.0 24.6 1,446 2,830 18 2,848 846 846 18
Peppy Health 3.1 8.7 1,359 2,840 - 2,840 1,481 1,481 -
Regenerco Renewable Energy 17.7 50.0 1,439 2,261 363 2,624 822 1,217 (33)
Academia 2.3 2.3 1,623 1,623 983 2,606 - - 983
Treefera 4.7 13.3 1,097 2,573 - 2,573 - - -
Tem-Energy 4.7 12.9 1,019 1,734 474 2,208 241 241 474
OpenDialog AI 8.4 23.1 1,011 2,172 - 2,172 968 968 -
Accelex Technology 5.2 15.4 1,010 1,544 436 1,980 534 788 182
Threadneedle Software Holdings (T/A
Solidatus) 3.4 12.5 916 1,930 - 1,930 1,014 927 86
Celoxica Holdings 4.1 21.6 1,661 1,661 185 1,846 - - 185
Imandra 2.6 8.1 705 1,718 115 1,833 215 316 13
PerchPeek 5.6 13.5 1,142 1,777 - 1,777 635 381 254
InCrowd Sports 6.6 16.6 527 1,444 314 1,758 749 1,062 -
Locum’s Nest 10.7 25.6 574 1,387 221 1,608 813 796 238
DiffBlue 6.7 17.3 791 1,566 - 1,566 585 585 -
Toqio FinTech Holdings (T/A Toqio) 4.1 10.4 799 2,199 (654) 1,545 1,400 1,400 (654)
Beddlestead 14.9 49.0 491 1,691 (178) 1,513 1,200 1,140 (119)
Aridhia Informatics 7.7 23.6 456 1,406 105 1,511 950 1,043 13
Amounts in the below table shown as cost as at 31 December 2024 include the original investment cost to the
Company (Albion Technology & General VCT PLC) and the fair value attributed to the investments acquired from
Albion KAY VCT PLC on the merger on 19 December 2024. Change in value for the year is for the full year in respect
of the Company (Albion Technology & General VCT PLC) and only includes KAY results for the period since the date
of merger on 19 December 2024 to 31 December 2024.
29Albion Technology & General VCT PLC
STRATEGIC
KAY holding value on
19 December 2024
£’000
As at
31 December 2024
As at
31 December 2023
Change in value for the
year *
£’000
Fixed asset investments
% voting rights
% voting rights
held by all Albion
managed funds
Cost
£’000
Cumulative
movement in value
£’000
Value
£’000
Cost
£’000
Value
£’000
Alto Prodotto Wind 18.0 50.0 897 1,333 133 1,466 488 681 (32)
Papaya Technologies 5.5 15.1 683 1,444 - 1,444 - - -
Ionate 3.6 10.1 - 1,398 - 1,398 - - -
Instinct Digital 11.8 34.3 650 1,378 - 1,378 - - -
OutThink 5.3 13.9 644 1,331 - 1,331 687 687 -
MHS1 22.5 48.8 - 1,565 (311) 1,254 1,565 1,506 (251)
Trumpet Software 4.4 12.2 546 1,155 - 1,155 - - -
Phasecraft 1.5 4.2 377 891 236 1,127 514 514 236
NuvoAir Holdings 4.1 12.5 1,155 2,023 (913) 1,110 564 611 (960)
Get Least (T/A Kato) 5.9 16.5 461 1,080 - 1,080 - - -
Symetrica 3.9 4.8 955 1,046 (5) 1,041 91 85 -
GridCog International 5.5 15.9 466 1,036 - 1,036 570 570 -
Infact Systems (T/A Infact) 6.0 16.8 484 931 102 1,033 96 96 102
PetsApp 5.3 13.6 497 984 - 984 487 487 -
Sift 38.1 38.1 937 937 - 937 - - -
Mondra Global 0.7 2.1 418 911 17 928 189 189 17
Kennek Solutions 3.2 9.2 416 891 - 891 210 210 -
Open Trade Technology 4.6 12.9 431 861 - 861 - - -
The Q Garden Company 33.4 50.0 - 934 (96) 838 934 956 (118)
Dragon Hydro 17.2 30.0 816 816 12 828 - - 13
AVESI 22.8 50.0 536 795 30 825 259 318 (28)
Seldon Technologies 5.7 22.7 489 1,285 (467) 818 796 796 (466)
5Mins Al 4.4 11.1 397 787 - 787 390 390 -
Premier Leisure (Suffolk) 25.8 47.4 - 454 138 592 454 592 -
Kohort Software 4.2 12.0 255 532 - 532 277 277 -
Erin Solar 21.4 50.0 134 574 (57) 517 440 432 (48)
Greenenerco 11.7 50.0 288 352 34 386 74 125 (16)
Harvest AD n/a n/a 64 274 (12) 262 210 229 (31)
PeakData 7.2 18.3 106 1,179 (963) 216 943 570 (589)
uMedeor (T/A uMed) 6.2 21.4 69 609 (483) 126 540 590 (533)
Arecor Therapeutics PLC** 0.4 1.2 41 112 (30) 82 98 143 (63)
Neurofenix 5.6 14.8 99 689 (607) 82 590 176 (193)
Anthropics Technology 13.8 13.8 89 89 (20) 69 - - (20)
Koru Kids 1.6 4.6 207 649 (587) 62 442 238 (383)
Black Swan Data 9.6 20.2 8 4,722 (4,699) 23 4,714 64 (48)
Xention 10.6 10.6 10 10 8 18 - - 8
Other holdings (5 companies) 30 2,164 (2,160) 4 2,134 849 (873)
Total fixed asset investments 88,061
162,343 42,419 204,762 63,761 95,899 10,715
*As adjusted for additions (including merger acquisitions) and disposals during the year
**Quoted equity
The comparative cost and valuations for 31 December 2023 do not agree to the Annual Report and Financial Statements for the year ended
31 December 2023 as the above list excludes brought forward investments that were fully disposed of in the year.
Albion Technology & General VCT PLC 30
Portfolio of investments
The following is a summary of fixed asset realisations or write-offs for the year ended 31 December 2024:
Fixed asset investment realisations
Cost
£’000
Opening
carrying
value
£’000
Disposal
proceeds
£’000
Total
realised
gain/(loss)
on cost
£’000
Gain/(loss)
on opening
value
£’000
Disposals:
Egress Software Technologies 765 3,454 5,831 5,066 2,377
Arecor Therapeutics PLC 27 40 36 9 (4)
Brytlyt 405 50 15 (390) (35)
DySIS Medical 2,589 7 - (2,589) (7)
Loan stock repayments and other:
Convertr Media 455 843 837 382 (6)
Alto Prodotto Wind 52 80 80 28 -
Greenenerco 10 14 14 4 -
Escrow adjustments and other* 19 - 133 114 133
Total fixed asset realisations 4,322 4,488 6,946 2,624 2,458
*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 10,715
Movement in loan stock accrued interest 75
Unrealised gains on fixed asset investments 10,790
Realised gains on fixed asset investments 2,458
Total gains on investments as per Income statement 13,248
31Albion Technology & General VCT PLC
Portfolio of investments
Healthcare (including digital healthcare)
Renewable energy
Software & other technology
FinTech
Other (including education)
Deeptech
PORTFOLIO COMPANIES
32
STRATEGIC
2
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.
Filleted audited results for the year ended:
31 July
2024
31 July
2023
£’000 £’000
Net assets/(liabilities) 4,140 (3,019)
Investment information £’000
Income recognised in the year -
Total cost 15,218
Valuation 18,595
Voting rights 26.7%
Voting rights held by all Albion managed funds 49.9%
Basis of valuation Revenue multiple
1
Audited results for the year ended:
31 March
2024
31 March
2023
£’000 £’000
Turnover 76,052 57,858
LBITDA (54,411) (54,418)
Loss before tax (55,915) (54,211)
Net assets 63,943 35,725
Investment information £’000
Income recognised in the year -
Total cost 21,770
Valuation 52,357
Voting rights 3.8%
Voting rights held by all Albion managed funds 12.0%
Basis of valuation Cost and price of recent
investment (calibrated and
reviewed for impairment)
Quantexa uses the latest advancements in AI in its Decision Intelligence platform,
which unifies siloed data to solve challenges across data management, customer
intelligence, KYC, financial crime, risk, fraud, and security. Its customers include
enterprises and government agencies across multiple markets.
www.proveca.com
www.quantexa.com
33Albion Technology & General VCT PLC
5
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 the year ended:
30 September
2023
30 September
2022
£’000 £’000
Net liabilities (216) (182)
Investment information £’000
Income recognised in the year 137
Total cost 5,031
Valuation 5,784
Voting rights 22.2%
Voting rights held by all Albion managed funds 50.0%
Basis of valuation Discounted cash flow (supported
by third party valuation)
www.greenhighland.co.uk
4
Gravitee.io operates an Application Programming Interface (“API”) management
platform that enables enterprises to manage their APIs through their lifecycle from
design, to publishing, to controlling access and security.
Audited results for the year ended:
31 December
2023
31 December
2022
£’000 £’000
Turnover 6,653 3,290
LBITDA (11,957) (12,740)
Loss before tax (12,029 (12,807)
Net assets 8,469 6,522
Investment information £’000
Income recognised in the year -
Total cost 5,253
Valuation 8,604
Voting rights 8.0%
Voting rights held by all Albion managed funds 25.8%
Basis of valuation Revenue multiple
3
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 the year ended:
31 December
2023
31 December
2022
£’000 £’000
Turnover 26,018 14,123
LBITDA (17,921) (14,124)
Loss before tax (20,965) (25,409)
Net assets 23,648 43,084
Investment information £’000
Income recognised in the year -
Total cost 5,733
Valuation 9,085
Voting rights 5.1%
Voting rights held by all Albion managed funds 13.8%
Basis of valuation Cost and price of recent
investment (calibrated and
reviewed for impairment)
www.gravitee.io
www.oviva.com
Portfolio companies
Albion Technology & General VCT PLC 34
7
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.
Audited results for the year ended:
31 December
2023
31 December
2022
£’000 £’000
Turnover 28,829 33,762
LBITDA (11,105) (8,841)
Loss before tax (11,225) (9,054)
Net assets 9,486 9,967
Investment information £’000
Income recognised in the year -
Total cost 4,602
Valuation 5,330
Voting rights 6.4%
Voting rights held by all Albion managed funds 17.9%
Basis of valuation Cost and price of recent
investment (calibrated and
reviewed for impairment)
6
276
8
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.
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.
Audited results for the year ended:
31 December
2023
31 December
2022
£’000 £’000
Turnover 14,519 12,163
EBITDA 2,017 1,919
Profit before tax 929 647
Net liabilities (1,679) (1,478)
Investment information £’000
Income recognised in the year 243
Total cost 3,677
Valuation 5,536
Voting rights 10.8%
Voting rights held by all Albion managed funds 33.0%
Basis of valuation Earnings multiple
Audited results for the year ended:
31 August
2023
31 August
2022
£’000 £’000
Turnover 10,639 9,338
EBITDA 1,835 1,368
Profit/(loss) before tax 276 (123)
Net assets 18,204 12,238
Investment information £’000
Income recognised in the year 432
Total cost 2,710
Valuation 4,956
Voting rights 14.8%
Voting rights held by all Albion managed funds 48.3%
Basis of valuation Earnings multiple (supported by
third party valuation)
www.runa.io
www.radnorhouse.org
www.evewell.com
Portfolio companies
35Albion Technology & General VCT PLC
10
TransFICC provides a connectivity solution, connecting financial institutions with
trading venues via a single API.
Filleted audited results for the year ended:
31 December
2023
31 December
2022
£’000 £’000
Net assets 16,349 18,006
Investment information £’000
Income recognised in the year -
Total cost 2,692
Valuation 4,214
Voting rights 6.2%
Voting rights held by all Albion managed funds 15.8%
Basis of valuation Revenue multiple
www.transficc.com
9
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 the year ended:
30 June
2024
30 June
2023
£’000 £’000
Turnover 9,999 10,094
LBITDA (7,206) (7,607)
Loss before tax (8,883) (8,542)
Net assets/(liabilities) 4,600 (4,744)
Investment information £’000
Income recognised in the year -
Total cost 4,005
Valuation 4,739
Voting rights 6.0%
Voting rights held by all Albion managed funds 14.9%
Basis of valuation Cost and price of recent
investment (calibrated and
reviewed for impairment)
www.panaseer.com
Portfolio companies
Albion Technology & General VCT PLC 36
Governance
The Board provides a wide range of relevant experience
and skills. 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), Chairman, 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.
Simon Thorpe, (appointed 19 December 2024), is a qualified Chartered Accountant
and former chairman and director of Cambridge Angels with substantial experience of
analysing and investing in early-stage public and private companies in the technology
and technology enabled healthcare sectors. His previous roles include Chief Operating
Officer for European Equity Research and UBS Global Equity Research.
Albion Technology & General VCT PLC 38
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 was until recently a
Managing Director at Deutsche Numis where he headed up the corporate side of the
listed fund team and co-headed the team overall.
Swarupa Pathakji, (appointed 19 December 2024), has considerable experience in
private equity investment, strategic development, exits and valuations. She qualified as
a chartered accountant at Deloitte before spending time in mergers and acquisitions at
Merrill Lynch. She moved to Duke Street, a mid-market Private Equity firm, in 2007 and
has served as a non-executive director on the boards of a number of companies across
multiple sectors. She is currently a non-executive director of Motorpoint Group plc.
Fiona Wollocombe, (appointed 19 December 2024), formerly Chair of Albion KAY
VCT PLC, has been a non-executive director for a number of companies in the VCT
sector including being chairman of Artemis VCT PLC and a director of Maven Income
and Growth VCT PLC. She is chairman of Amati AIM VCT PLC. Her previous career
was in equity capital markets at NatWest Markets/Deutsche Bank. As detailed in the
Prospectus Fiona Wollocombe will not be seeking election at the 2025 AGM.
All Directors are members of the Audit and Risk Committee and Simon Thorpe is Chairman.
All Directors are members of the Nomination Committee and Clive Richardson is Chairman.
All Directors are members of the Management Engagement Committee and Clive Richardson is Chairman.
All Directors are members of the Remuneration Committee and David Benda is Chairman.
Simon Thorpe is the Senior Independent Director.
39Albion Technology & General VCT PLC
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, was formerly the
managing partner of
Albion Capital and
became chairman in
2019. He was formerly
a director of Albion
Technology & General
VCT, Albion Enterprise
VCT and Albion
Development VCT. He
joined Close Brothers
Group PLC in 1989 before
establishing Albion
Capital in 1996. Patrick
qualified as a chartered
accountant and has an
MA in Modern Languages
from Oxford University. He
is on Albion’s Valuation
Committee and its Risk
Management Committee.
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 is
on Albion’s Valuation
Committee and its
Risk Management
Committee. 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 Technology & General VCT PLC 40
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
GOVERNANCE
Valerie Aelbrecht, MSc,
MSc, is an investment
manager and joined
Albion 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), focuses on
B2B and ClimateTech
investments and became
partner in 2024. 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.
Dr. Molly Gilmartin, BA,
is an investment director
and joined in 2022 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,
joined Albion in 2019 and
became partner in 2024.
Prior to Albion, he 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.
Catriona McDonald,
BA (Hons), specialises in
technology investing. She
joined Albion in 2018 and
became partner in 2024.
Prior to Albion, she came
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.
The Manager
41Albion Technology & General VCT PLC
Kibriya Rahman, MMath,
is an investment manager
and joined Albion 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, became a partner
in 2024 and joined Albion
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.
Albion Technology & General VCT PLC 42
The Manager
43Albion Technology & General VCT PLC
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.
GOVERNANCE
Albion Technology & General VCT PLC 44
Environmental, Social, and Governance (“ESG”) report
The Board and Albion have been conscious in making
a commitment to responsible investment in Albion’s
internal and external processes to ensure alignment
with our fundamental commitment to pursuing long
term financial returns for our clients. Today we provide
finance for promising companies across 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.
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 support portfolio companies
in developing 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.
Albion integrates ESG across all aspects of the
investment process:
* The ESG BSC is an internal tool used to determine a company’s sustainability risks and opportunities, and track progress over time.
STAGE 1
Screening
STAGE 2
Due diligence
STAGE 1
Screening
STAGE 2
Due diligence
STAGE 3
Stewardship
STAGE 4
Follow ons
STAGE 5
Exit
• Check company
activity against
internal exclusion list
• Gender tags for all
new investment
opportunities
• ESG Due Diligence
Questionnaire
completed pre-
investment
• ESG summary added
to Investment
committee paper
and reviewed
at Investment
committee
• ESG terms included
in Shareholders
Agreement template
• Leverage portfolio
company board
and platform team
to implement ESG
initiatives
• Annual mapping
of company ESG
developments via
ESG Balance Score
Card (“BSC”) and
identify priorities for
year ahead
• Provide and track
ESG support via
Platform team
• 5 ESG hygiene
metrics per company
• 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 that
good ESG practices
remain in place
following exit
PRE-INVESTMENT STAGE
INVESTMENT STAGE
EXIT STAGE
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. Where
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 an individual portfolio company’s commitment to driving
principles of ESG as it scales.
An ESG clause is integrated into the template of 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 sustainability factors (such as whether
or not the portfolio company has policies or strategies relating to the
environment, carbon emissions or achieving net zero) against which
a portfolio company is assessed and scored in order to determine the
potential sustainability risks and opportunities arising from the investment.
The ESG BSC results form part of Albion’s internal risk review meetings
and any outstanding issues are addressed in collaboration with portfolio
companies with key priority improvement areas identified for the year
ahead.
Albion aims to ensure that good ESG practices remain in place following
exit by, for example, ensuring that the portfolio company creates a self-
sustaining ESG management system during our period of ownership,
wherever feasible.
Environmental, Social, and Governance (“ESG”) report
45Albion Technology & General VCT PLC
Below is an overview of Albion’s ESG activity during the reporting period:
ENVIRONMENTAL
• A new platform, Greenly, has
been deployed to calculate
our emissions
• Albion’s supplier data is now
captured for more accurate
reporting
• Ongoing work on a roadmap
to transition to net zero
SOCIAL
• Fair HQ results recognise we
have diversity in our team
• Two ongoing, high impact
social initiatives:
1. Albion’s Social Outreach
team has a mandate on
local educational outreach
2. Radia Accelerator
programme returns for
second year to support
women entrepreneurs
GOVERNANCE
• Improvement in female
presence on portfolio
companies’ boards
• Increased numbers of
companies with higher
overall ESG scores
• Scored 4 out of 5 stars for
UN PRI core modules in 2024
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
Albion is guided by the following ESG principles:
Build sustainably: Recognising that the most
successful businesses are those that prioritise
sustainability, we are committed to driving change and
constantly evolving our practices.
Invest responsibly: ESG considerations are entrenched
in our investment process and internal operations to
create lasting value for all stakeholders.
Contribute positively: We’re always motivated to do
better through involvement with external initiatives
devoted to driving new industry standards and societal
outcomes.
Environmental, Social, and Governance (“ESG”) report
Albion Technology & General VCT PLC 46
GOVERNANCE
The Directors submit their Annual Report and the
audited Financial Statements on the affairs of the
Company for the year ended 31 December 2024. The
Statement of corporate governance on pages 56 to 63
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 page 49 of this
Directors’ report.
The Company is not a close company for taxation
purposes and its shares are 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 17.
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.
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
172,147,548 ordinary shares (2023: 14,375,267),
of which 154,908,314 shares (2023: nil) were issued
as part of the merger with Albion KAY VCT PLC,
15,699,537 shares (2023: 12,953,790) were issued
under the terms of the Albion VCTs Prospectus
Top Up Offers, and 1,539,697 ordinary shares
(2023: 1,421,477) under the Company’s Dividend
Reinvestment Scheme (details of which can be found
on www.albion.capital/vct-funds/AATG under the
Dividend Reinvestment Scheme section).
Your Board, in conjunction with the boards of the
other two VCTs managed by Albion Capital Group LLP,
published a Prospectus Top Up Offer of new ordinary
shares on 12 November 2024. The Offer launched
to applications on 6 January 2025 and closed on 31
March 2025 having been fully subscribed. The amount
raised by the Company was £30 million. Further details
can be found in note 21.
The Company operates a policy of buying back shares
either for cancellation or for holding in treasury. The
reason the Company makes market purchases of its
own shares is to enhance the liquidity of the Company’s
shares and to seek to manage the level and volatility of
the discount of Net Asset Value at which the Company’s
shares may trade. During the year, the Company
purchased 4,925,675 ordinary shares for a total of
£3,417,000 for cancellation. The Company did not
purchase any shares to be held in treasury during the
year. As at 31 December 2024 and at the date of this
report the Company holds 28,037,873 ordinary shares
in treasury.
At the AGM held in June 2024 shareholders authorised
the Company to purchase in the market up to
33,065,745 shares or, if lower, such number of ordinary
shares representing 14.99% of the issued ordinary
DIRECTORS’ REPORT
47Albion Technology & General VCT PLC
share capital of the Company as at the date of the
AGM which equated to 32,801,878. As at 31 December
2024, this remained effective in respect of 29,636,493
shares; the authority will lapse at the conclusion of the
Annual General Meeting of the Company on 17 June
2025. Details regarding the current buy-back policy can
be found in the Chairman’s statement on page 13 and
details on share buy-backs during the year can be found
in note 17.
Substantial interests and shareholder profile
As at 31 December 2024 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 2024, and to the date of this report.
Results and dividends
Detailed information on the results and dividends for
the year ended 31 December 2024 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
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 2027. Accordingly, the Directors
have a reasonable expectation that the Company
has adequate resources to continue in operational
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 19 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
2024 are shown in note 21.
Principal risks and uncertainties
A summary of the principal risks faced by the Company
is set out on pages 24 to 27 of the Strategic report.
Albion Technology & General VCT PLC 48
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 2024, the HMRC value of the
Company’s qualifying investments (which includes a
12 month disregard for disposals) was 100.00% (2023:
94.79%). 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.
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 2024. 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 UK. 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.
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:
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.
49Albion Technology & General VCT PLC
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 43 to 46.
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.
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. This policy also extends to the recruitment of new
Directors for the Audit & Risk Committee, Nomination
Committee, Management Engagement Committee
and Remuneration Committee. The key objective of this
diversity policy is to ensure that the Board and other
committees, have representation from women and
minority ethnic backgrounds whilst ensuring the best
composition of skills.
The Board is required to disclose their compliance
in relation to the targets on board diversity set out
under paragraph 6.6.6R(9) of the UK 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 there are no executive
management positions, this information has not been
included in the below table.
As at 31 December 2024, the breakdown of the gender
identity and ethnic background of the five members of
the Board is as follows:
Number of
Board members
Percentage
of the Board
Senior Board
Position
Gender Identity
Men 3 60% 2
Women 2 40% -
Not specified/prefer not to say - - -
Ethnic Background
White British or other White (including minority-white groups)
4 80%
2
Mixed/Multiple Ethnic Groups
- -
-
Asian/Asian British
1 20%
-
Black/African/Caribbean/Black British
- -
-
Other ethnic group
- -
-
Not specified/prefer not to say
- -
-
Albion Technology & General VCT PLC 50
Directors’ report
The Board notes that they met two of the three targets
(2023: one of the three targets). The Company has not
met the second target that at least one of the senior
positions on the Board of Directors is held by a woman.
This is because the Company does not have the senior
positions of a chief executive or chief financial officer
and therefore due to the small size of the Board,
changes in board membership have a much greater
impact on representation. Appointments made during
the year were as a result of the merger with Albion
KAY VCT PLC and resulted in an additional woman
joining the Board, however this was not in a senior
board position. On future succession and recruitment of
members of the Board, the diversity in gender identity
in senior positions will be considered.
More details on the Directors can be found in the Board
of Directors section on pages 38 and 39.
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 performance
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 67.
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 67.
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 and
David Benda will offer themselves for re-election.
As Simon Thorpe and Swarupa Pathakji have been
appointed since the last AGM, they will be subject
to election at the forthcoming AGM. As detailed in
the Prospectus Fiona Wollocombe will not be seeking
election at the 2025 AGM.
51Albion Technology & General VCT PLC
Directors’ report
Annual General Meeting
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.
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. A resolution to re-appoint
Johnston Carmichael LLP will be put to the AGM.
The Company’s Annual General Meeting (“AGM”)
will be held virtually at noon on 17 June 2025.
Information on how to participate in the live webcast
can be found on the Manager’s website at www.
albion.capital/vct-funds/AATG.
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-funds/AATG 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/
vct-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 AGM on pages 99 to 102.
The ordinary business resolutions 1 to 8 include
receiving and adopting the Company’s accounts, to
approve the Directors’ annual remuneration report, to
elect or re-elect Directors, and to re-appoint Johnston
Carmichael LLP as auditor for the next year end and to
agree 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 Companies Act requirements or
the Company’s articles of association. The authorities
relating to the allotment of shares, the disapplication
of pre-emption rights and the purchase of own shares
will replace the authorities given to the Directors
at the 2024 AGM and/or at the general meeting
of the Company held on 11 December 2024. The
authorities sought at the forthcoming AGM in relation
to these will expire 15 months from the date that
the resolution is passed or at the conclusion of the
Albion Technology & General VCT PLC 52
Directors’ report
Annual General Meeting (continued)
next AGM of the Company, whichever is earlier. The
authority relating to the continued operation of the
Company’s Dividend Reinvestment Scheme relates
to all dividends that may be declared on the Shares
within the period from the passing of the relevant
ordinary resolution and ending at the conclusion of
the fifth AGM of the Company to be held following the
date of the forthcoming AGM.
Authority to allot new shares
Ordinary resolution number 9 will request the
authority to allot up to an aggregate nominal amount
of £823,966 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 17.
Authority to continue the Dividend
Reinvestment Scheme and to allot shares
under that scheme
Ordinary resolution number 10 will request
shareholder authority to continue to apply the
Company’s dividend re-investment scheme on the
current terms and conditions of that scheme (as
set out on the Company’s webpage on www.albion.
capital/vct-funds/AATG and apply such scheme to all
dividends that may be declared on the Shares within
the period from the passing of ordinary resolution
number 10 and ending at the conclusion of the fifth
AGM of the Company to be held following the date of
the forthcoming AGM, and pursuant to that scheme
to allot ordinary shares up to an aggregate nominal
amount of £411,983, representing approximately
10% of the issued ordinary share capital of the
Company as at the date of the Notice of AGM. This
authority to allot is in addition to the authority set out
in ordinary resolution number 9.
The Board continues to believe that it is beneficial for
the Company to be able to satisfy the payment of
dividends by the issue to shareholders of new ordinary
shares and this resolution seeks authority from
shareholders to do so.
During the year, ordinary shares were allotted under
the Dividend Reinvestment Scheme as described in
detail in note 17.
In relation to the authorities referred to above, the
Directors’ current intention is to allot shares under
any Albion VCTs Top Up Offers and the Dividend
Reinvestment Scheme. The Company currently
holds 28,037,873 ordinary shares in treasury which
represents 6.8% 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 £823,966 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 the Notice of AGM.
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. Ordinary 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
ordinary shares and this resolution seeks authority
from shareholders to do so. Details of share buy-backs
during the year can be found in note 17.
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.
53Albion 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.
For and on behalf of the Board
Clive Richardson
Chairman
23 April 2025
54
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/vct-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
23 April 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
GOVERNANCE
55Albion Technology & General VCT PLC
Albion Technology & General VCT PLC 56
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 applied
the Principles and complied with the Provisions of the
AIC Code, other than the AIC Corporate Governance
Code Provision 24. Non-compliance of this provision
is explained in the ‘Board of Directors’ section below.
A table providing further explanations of how the
Company has applied the Principles of the AIC
code during the year is available in the Corporate
Governance section of the Company’s website, www.
albion.capital/vct-funds/AATG.
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, Simon Thorpe
is chairman of the Audit and Risk Committee and
the Senior Independent Director, David Benda is the
chairman of the Remuneration Committee. All Directors
are non-executive and day-to-day management
responsibilities are sub-contracted to the Manager.
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, including the Chairman, should have no more
than a nine year tenure. The AIC Corporate Governance
Code Provision 24 supplementary guidance states
that a more flexible approach to Chair tenure will
help companies manage succession planning, whilst
at the same time still address the need for regular
refreshment and diversity. A policy to limit the tenure of
any Director will be considered and reviewed within the
next year. There are no Director’s on the Board with a
tenure of over 9 years.
The AIC Code requires that all Directors submit
themselves for re-election annually, therefore in
accordance with the AIC Code, Clive Richardson and
David Benda offer themselves for re-election. As Simon
Thorpe and Swarupa Pathakji have been appointed
since the last AGM, they will be subject to election at
the forthcoming AGM. As detailed in the Prospectus
Fiona Wollocombe will not be seeking election at the
2025 AGM.
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 38 and 39. 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, by
the Manager. The Manager additionally provides them
with an Internal Controls Report, which enables the
57Albion Technology & General VCT PLC
Statement of corporate governance
Board to consider the effectiveness of the Manager’s
risk management system. The Board have reviewed this
report for the year ended 31 December 2024 and are
satisfied with the assessment. 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 consider membership of the Board is
diverse in relation to experience and balance of skills.
Further details on diversity can be found on pages
50 and 51. Further details on the recruitment of new
Directors can be found in the Nomination Committee
section on page 60.
The Board met four times during the year as part of
its regular programme of quarterly Board meetings.
The following table sets out the Directors’ attendance
at Board and Committee meetings during the year
ended 31 December 2024, with the number of
meetings each Director was eligible to attend in
brackets. As Simon Thorpe, Swarupa Pathakji and
Fiona Wollocombe joined the Board on 19 December
2024, they were not eligible to attend any of the
Company’s meetings in the year, however they each
attended all four of the regular quarterly Board
meetings for Albion KAY VCT PLC in 2024.
Board
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Management
Engagement
Committee
Clive Richardson 4 (4) 2 (2) 2 (2) 1 (1) 1 (1)
Simon Thorpe
(appointed 19 December 2024) 0 (0) 0 (0) 0 (0) 0 (0) 0 (0)
David Benda 4 (4) 2 (2) 2 (2) 1 (1) 1 (1)
Swarupa Pathakji
(appointed 19 December 2024) 0 (0) 0 (0) 0 (0) 0 (0) 0 (0)
Fiona Wollocombe
(appointed 19 December 2024) 0 (0) 0 (0) 0 (0) 0 (0) 0 (0)
Margaret Payn
(retired 19 December 2024) 4 (4) 2 (2) 2 (2) 1 (1) 1 (1)
Peter Moorhouse
(retired 19 December 2024) 4 (4) 2 (2) 2 (2) 1 (1) 1 (1)
Patrick Reeve
(retired 19 December 2024) 4 (4) n/a n/a n/a n/a
Number of meetings attended during the year (number of meetings 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.
The Board met a number of times to discuss and
approve the Circular relating to the merger and 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 discretion
and limits beyond which Board approval must be sought.
Attendence at meetings
Albion Technology & General VCT PLC 58
The Manager has discretion with the support of
the Board 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 risk management and
internal control framework;
• 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 Reinvestment Schemes
and Top Up Offers; and
• monitoring shareholder profile and considering
shareholder communications.
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.
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,
with David Benda 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/vct-funds/AATG under the “Corporate
Governance” section.
Audit and Risk Committee
The Audit and Risk Committee consists of all Directors
with Simon Thorpe 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. In accordance
with the AIC Code Provision 29, his background, skills
and experience are also relevant for the Committee’s
responsibilities. The Committee met twice during the year
ended 31 December 2024.
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 2024 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/vct-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;
• reviewing the effectiveness of the risk
management and internal controls framework
and examination of the Internal Controls Report
produced by the Manager;
• meeting with the external Auditor and reviewing
their findings, and evaluating their performance;
Statement of corporate governance
59Albion Technology & General VCT PLC
• 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 Board, and particularly the Audit and Risk
Committee, monitors closely developments in the
provision of audit services and is aware that the costs
of rendering audit services from most audit firms are
increasing significantly, with more pressure on those firms
who provide services to listed companies and for those
companies operating in a regulated environment. Due
to these increasing pressures on audit firms and their
reporting, the Company expects an increase in costs
across the market. The Board is satisfied from discussions
with the current audit firm and from scrutiny of what
is happening elsewhere, that Johnston Carmichael LLP
continues to provide the Company with an independent
and expert review of its financial reporting from an audit
firm with significant experience in the sector and on a
competitive fee base for the work required in reporting on
an extensive portfolio of unquoted investments.
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.
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 at 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.
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.
Information to be included in the Annual Financial
Report and Financial Statements under 6.6.1(R) of the
UK Listing Rules:
On 15 November 2013, it was agreed that Patrick Reeve
would waive his fees for his services as a Director of the
Company for current and future years. Patrick retired from
the Board of Directors on 19 December 2024 following
the merger.
All other items to be included under 6.6.1(R) of the UK
Listing Rules are not applicable to the Company and
therefore have not been included in this Annual Report
and Financial Statements.
Albion Technology & General VCT PLC 60
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 2024.
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 2024, 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.
Based on the assurance obtained, the Audit and Risk
Committee recommended to the Board a resolution to
re-appoint Johnston Carmichael LLP as Auditor at the
forthcoming Annual General Meeting.
Nomination Committee
The Nomination Committee consists of all Directors
with Clive Richardson as Chairman. Given the small
size of the Board, it is considered beneficial to have all
Directors as members of the Nomination Committee,
as the Board believe all members provide the necessary
balance and diversity of opinion required to make
appropriate decisions. The Chairman would not be
on the Nomination committee if dealing with the
appointment of his successor. 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 whilst adhering to the Company’s
diversity policy. More details on the Company’s diversity
policy and its objectives can be found in the Directors
report on page 50. 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 composition of the Board was reviewed at the time
of the merger discussions with Albion KAY VCT PLC
and it was determined that the Board should consist of
members from both companies to provide continuity
for shareholders of the two companies and knowledge
of the respective portfolios and company histories. It
was decided to invite Simon Thorpe, Swarupa Pathakji
and Fiona Wollocombe to be Directors of the Company,
taking into consideration their experience as non-
executive directors of Albion KAY VCT PLC prior to the
merger. Accordingly, the Board considered that the use
of an external search consultancy was not necessary.
The Nomination Committee held two formal meetings
during the year.
Statement of corporate governance
61Albion Technology & General VCT PLC
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.
Each year a formal performance evaluation is
undertaken of the Board as a whole, its Committees
and each of the Directors. A summary of the findings
are submitted to the Board, which are discussed and
an action plan is agreed if appropriate. There were no
issues requiring action in the year.
The 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.
The Directors offering themselves for election/re-
election have a diverse range of backgrounds, skills and
experience, all of which are of benefit to the Company.
A summary of their qualities and contributions to
the Company’s long term success include: extensive
experience in non-executive director roles; experience
working in technology focused start-ups, private equity
and corporate banking; angel investing in early stage
companies; and qualified chartered accountants. For
more details on the specific background, skills and
experience of each Director, please see the Board of
Directors section on pages 38 and 39.
In light of the performance of the individual Directors
and the structured performance evaluation, Clive
Richardson, Simon Thorpe, David Benda, Swarupa
Pathakji and Fiona Wollocombe 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. This excludes Fiona Wollocombe
who, as detailed in the Prospectus, will not be seeking
election at the 2025 AGM.
Terms of reference for the Nomination Committee can
be found on the Company’s webpage on the Manager’s
website at www.albion.capital/vct-funds/AATG under
the “Corporate Governance” section.
Management Engagement Committee
The Management Engagement Committee consists
of all Directors 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/vct-funds/AATG.
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 risk management and internal control
framework 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 material 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
Statement of corporate governance
Albion Technology & General VCT PLC 62
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 main features of the internal control system
with respect to financial reporting, operations and
compliance 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;
• a separate Audit and Risk Committee of
the Company reviews financial information
(including the valuations) to be published;
• the Company is subject to normal compliance
checks via the Manager’s compliance team;
• the Board reviews quarterly VCT monitoring
reports produced by Philip Hare & Associates LLP;
• the Board reviews quarterly reports produced by
the Company’s depositary, Ocorian Depositary
(UK) Limited;
• email encryption software is used for all sensitive
information on the Manager’s IT systems; and
• the Manager’s internal audit report is reviewed
on an annual basis.
The Board, assisted by the Audit and Risk Committee,
conducted its annual review of the effectiveness of
the risk management and internal control framework,
which included all material controls. Items included the
nature of the risk, possible consequences, the impact
and pre mitigation risk assessment, risk mitigation
and management controls and a post mitigation risk
assessment. It was noted that not all risks could be
eliminated or reduced, but best efforts were used to
mitigate them as far as possible in the nature that
some risks are exogenous in nature and which the
Board have limited capacity to control. The principle
risks and uncertainties are explained in detail on pages
24 to 27. The Audit and Risk Committee were satisfied
that the framework was operating effectively and no
material weaknesses had been identified.
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.
Albion Capital Group LLP had an external regulatory
health check in the year by specialist consultancy
firm Bovill Newgate. This was to confirm adequate
policies, procedures and compliance training are in
place to comply with the FCA rules for an investment
manager and full scope AIFM and that there is
effective governance and compliance oversight. The
Board has had access to the report. Additionally,
Albion Capital Group LLP are currently undergoing
a corporate governance health check by Lavery
Governance Consulting. The Board will have access to
the report once the health check has been completed.
The Board will continue to monitor its system of
internal control in order to provide assurance that it
operates as intended.
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
63Albion Technology & General VCT PLC
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 issue
and buy-back shares are detailed in full on page 47 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 17 June
2025. 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
20 November 2024, at 11 Cavendish Square, London.
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
marketing event hosted by the Manager and expects to
continue to run this in 2025.
Statement of corporate governance
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. As the Company’s
shares are quoted on the London Stock Exchange,
investors should approach their own broker to sell their
shares. 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 13.
Statement of compliance
The Directors consider that the Company has complied
throughout the year ended 31 December 2024 with
all the relevant provisions set out in the AIC Code
issued in 2019, aside from provision 24 as explained
on page 56. 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 6.6.6R of the
UK 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
23 April 2025
Albion Technology & General VCT PLC 64
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 17
June 2025 for the approval of the Directors’ Annual
Remuneration Report as set out below.
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.
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. It is not
considered appropriate that Directors’ remuneration
should be performance related, and none of the
Directors are eligible for bonuses, pension benefits,
share options, long-term incentive schemes or other
benefits in respect of their services as non-executive
Directors of the Company.
The current Remuneration Policy which was put in
place by the Directors in position of the Board at 31
December 2022 and was approved by shareholders
(96.39% of shareholders who voted, voted for the
resolution, 3.61% against the resolution and of the
total votes cast, 168,490, were withheld (being 0.09%
of total voting rights)) at the Annual General Meeting
held on 6 June 2023. It will remain in place for a three
year period and will next be put to shareholders at the
2026 AGM.
The Board alongside the Remuneration Committee
are responsible for reviewing the remuneration of the
Directors and the Director’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. The Company does not retain
external advisers in relation to remuneration matters
but will access information about directors’ fees paid
by other companies of a similar size and type when
considering changes to Directors’ remuneration or the
remuneration policy. The Directors have discretion
over their remuneration and the remuneration
policy, however any changes are subject to Board
and Remuneration Committee approval and, where
material, are subject to shareholder approval at the
annual AGM. No director is involved in deciding their
own remuneration. 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.
None of the Directors have a service contract with the
Company. There is a three month notice period for all
Directors, however their contract with the Company
can be terminated with immediate effect if they
materially breached their obligations as a Director.
Upon termination, the Director will only be able to
receive fees as may have been accrued to the date of
termination, together with the reimbursement of any
expenses properly incurred before the termination
date. 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
Capital Group LLP and has no employees. The Board
consists solely of non-executive Directors, who are
considered key management personnel.
Annual statement from the Chairman of the
Remuneration Committee
The Remuneration Committee comprises all Directors
with David Benda as chairman.
In 2021 the Remuneration Committee conducted
a full remuneration review as part of its succession
planning and review of individual board responsibilities,
DIRECTORS’ REMUNERATION REPORT
GOVERNANCE
Total Directors’ remuneration
31 December 2024
£
31 December 2023
£
Clive Richardson 35,000 31,545
Simon Thorpe (appointed 19 December 2024) 1,083 -
David Benda 27,000 14,019
Swarupa Pathakji (appointed 19 December 2024) 944 -
Fiona Wollocombe (appointed 19 December 2024) 944 -
Margaret Payn (retired 19 December 2024) 29,967 31,000
Peter Moorhouse (retired 19 December 2024) 26,100 9,000
Patrick Reeve (retired 19 December 2024) - -
Robin Archibald (retired 6 June 2023) - 15,122
Mary Anne Cordeiro (retired 18 May 2023) - 10,454
Total remuneration excluding National Insurance 121,038 111,140
65
Directors’ remuneration report
committee structure and overall make-up of the Board.
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 be £35,000 for the Chairman,
£31,000 for the Audit chairman and £27,000 for non-
executive Directors.
The Remuneration Committee, consisting of Clive
Richardson, Margaret Payn, David Benda and Peter
Moorhouse, met during the year to review Directors’
responsibilities and fees against the market and
concluded that the Directors’ remuneration, as outlined
above, remained appropriate and so proposed no
changes. It is expected that it will be reviewed every
three years, at the same time as considering and
approving the Company’s remuneration policy.
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.
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, 97.2% of shareholders
who voted, voted for the resolution approving the
Directors’ remuneration report, 2.8% of shareholders
voted against the resolution and of the total votes
cast, 379,334 were withheld (being 0.2% of total voting
rights), which shows significant shareholder support
from those who voted.
Total Directors’ remuneration (audited)
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 two
years and the annual percentage change in Directors’
remuneration who served during the last five years.
Annual percentage change in Directors’ remuneration
Percentage
change
2023 to 2024
%
Percentage
change
2022 to 2023
%
Percentage
change
2021 to 2022
%
Percentage
change
2020 to 2021
%
Percentage
change
2019 to 2020
%
Clive Richardson 11.0 114.5 n/a n/a n/a
Simon Thorpe (appointed 19 December 2024) n/a n/a n/a n/a n/a
David Benda 92.6 n/a n/a n/a n/a
Swarupa Pathakji (appointed 19 December 2024) n/a n/a n/a n/a n/a
Fiona Wollocombe (appointed 19 December 2024) n/a n/a n/a n/a n/a
Margaret Payn (retired 19 December 2024) (3.3) 14.8 9.4 - n/a
Peter Moorhouse (retired 19 December 2024) 190.0 n/a n/a n/a n/a
Patrick Reeve (retired 19 December 2024) - - - - -
Robin Archibald (retired 6 June 2023) n/a n/a 9.6 4.7 (8.1)
Mary Anne Cordeiro (retired 18 May 2023) n/a n/a 4.3 - 3.3
Dr. Neil Cross (retired 27 May 2021) n/a n/a n/a - 4.8
Modwenna Rees-Mogg
(retired 20 September 2021)
n/a n/a n/a - 3.3
Overall change 8.9 16.4 (7.3) (6.2) 10.3
Expected Directors’ remuneration
31 December 2025
£
Clive Richardson 35,000
Simon Thorpe 31,000
David Benda 27,000
Swarupa Pathakji 27,000
Fiona Wollocombe (retiring at the AGM on 17 June 2025) 12,525
Total remuneration excluding National Insurance 132,525
66
Directors’ remuneration report
The changes from 2023 to 2024 are due to Clive
Richardson becoming the Chairman part way through
2023, David Benda joining the Board part way through
2023, Peter Moorhouse joining the Board part way
through 2023 (partly offset from his retirement in
December 2024) and Margaret Payn retiring from the
Board in December 2024.
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.
The table below sets out the expected Directors’
remuneration (excluding National Insurance
contributions) for the year ending 31 December 2025:
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
£933 (2023: £1,065) during the year. There were no
payments for loss of office made to any of the Directors
during the year (2023: £nil).
In addition to Directors’ remuneration, the Company
paid an annual premium in respect of Directors’ &
Officers’ Liability Insurance of £41,397 (2023: £36,876).
Directors’ interests (audited)
The Directors who held office throughout the year, and
their interests in the shares of the Company (together
with those of their persons closely associated) are
shown below.
Margaret Payn and Peter Moorhouse retired on 19
December 2024 and held 13,985 and 28,495 shares
respectively on this date.
After the year end, Swarupa Pathakji subscribed for
new shares under the Albion VCTs Prospectus Top Up
Directors’ interests
Shares held on
31 December 2024
Shares held on
31 December 2023
Clive Richardson 12,500 12,500
Simon Thorpe 25,943 n/a
David Benda 67,051 -
Swarupa Pathakji 14,169 n/a
Fiona Wollocombe 88,822 n/a
Offers 2024/25. Swarupa was issued with 8,049 shares
as part of the 21 March 2025 allotment.
There is no formal requirement for directors to invest in
the company.
There have been no other changes in the holdings of
the Directors between 31 December 2024 and the date
of this report.
Albion Capital Group LLP, its partners and staff held
2,859,296 shares in the Company as at 31 December
2024.
Performance graph
The graph on page 68 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 2015. 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.
Directors’ remuneration report
67
For and on behalf of the Board
Clive Richardson
Director
23 April 2025
Directors’ pay compared to distributions to shareholders
2024
£’000
2023
£’000
Percentage
change
Total dividend distribution to shareholders* 6,986 6,583 6%
Share buy-backs 3,417 2,767 23%
Total Directors fees 121 111 9%
*This includes unclaimed dividends returned by the registrar. Full details can be found in note 9.
Methodology: The share price return to the shareholder, including original amount invested (rebased to 100) from 1 January 2015, assuming
that dividends were reinvested at the share price of the Company at the time the shares were quoted ex-dividend. Transaction costs and tax
reliefs are not taken into account.
Share price total return relative to FTSE All-Share Index total return
(with dividends reinvested)
190
170
150
130
110
90
Jan 2015 Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022 Dec 2023 Dec 2024
Ordinary share price total return
FTSE All-Share Index total return
Return (pence per share)
Albion Technology & General VCT PLC 68
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 2024, 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 2024 and
of its profit for the year then ended;
• have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
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
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 which
had the greatest effect on: the overall audit strategy;
the allocation of resources in the audit; and directing
69Albion Technology & General VCT PLC
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
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 and ownership of level 3
investments
(as per pages 58 and 59 (Audit and
Risk Committee Report), pages 81 and
82 (Accounting Policies) and Note 12).
The valuation of the level 3 portfolio
at 31 December 2024 was £204.68m
(2023: £99.27m).
As this is the largest component of
the Company’s Balance sheet, and
there is a high degree of 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.
Additionally, there is a risk that the
investments recorded as held by the
Company may not represent the
property of the Company.
We 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 all valuations.
We obtained evidence of the Board’s challenge and approval of all valuations.
We stratified the portfolio of 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 investments in our sample, we:
• Obtained an understanding of the sector for each investee company for the period
being audited, making enquiries of management.
• 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.
• 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,
whilst considering 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.
• We agreed the ownership of 100% of the investments to share certificates and loan
notes/agreements.
• We tested 100% of new investments above our CTT and agreed them to share
certificates and loan notes/agreements.
• We tested a sample of follow-on additions and disposals in the year and agreed
them to Sale and purchase Agreements.
From our completion of these procedures, we identified no material misstatements in
relation to the valuation of the level 3 investments.
70
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
71Albion 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, the estimation involved in valuing the Company’s level 3 investments, and the
Company’s listed status.
£5.03m
(2023: £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 our assessment of a lower risk
of material misstatements. Based on our judgement of these factors, along with our findings from the
prior year audit – which indicated no significant issues – we have determined performance materiality to
be set at 65% (2023: 50%) of our overall Financial Statement materiality.
£3.27m
(2023: £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 and comprehensive income attributable to shareholders and our Audit and 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.
£0.25m
(2023: £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.
£0.25m
(2023: £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 macro-economic 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.
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
72
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may
cast significant doubt on the Company’s ability to
continue as a going concern for a period of at least
twelve months from when the Financial Statements are
authorised for issue.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the Directors’ statement in the Financial Statements
about whether the Directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described in
the relevant sections of this report.
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.
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
73Albion Technology & General VCT PLC
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 48;
• 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 28;
• 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 28;
• The Directors’ statement on fair, balanced and
understandable set out on page 55;
• 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 61 and 62; and
• The section describing the work of the Audit and
Risk Committee set out on pages 58 and 59.
Responsibilities of Directors
As explained more fully in the Directors’
responsibilities statement set out on page 55, 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 to which 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.
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
74
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 Rules and Disclosure Guidance and
Transparency Rules (DTR);
• 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
Capital Trusts (“the SORP”);
• The General Data Protection Regulation (GDPR)
2016;
• 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. In areas
of the financial statements where the risks were
considered to be higher, we performed procedures to
address each identified risk. We identified a heightened
fraud risk in relation to:
• Valuation of level 3 investments; and
• Management override of controls
Audit procedures performed in response to the risks
relating to the valuation of level 3 investments are
set out in the section on key audit matter above, and
audit procedures performed in response to the risk of
management override of controls are included 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
or pressure to commit fraud or provide an
opportunity to commit fraud;
• Performing audit procedures over the risk of
management override of controls, including
unpredictability testing, 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
assessing judgements made by management
in their calculation of accounting estimates for
potential management bias;
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
75Albion Technology & General VCT PLC
• 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 performed 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 two years, covering the years ended 31
December 2023 to 31 December 2024.
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.
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
23 April 2025
Company
information
and Financials
INCOME STATEMENT
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Gains on investments 3 - 13,248 13,248 - 5,992 5,992
Investment income 4 2,345 - 2,345 1,687 - 1,687
Investment Manager’s fees 5 (287) (2,795) (3,082) (268) (2,420) (2,688)
Other expenses 6 (1,083) - (1,083) (644) - (644)
Profit on ordinary activities before tax 975 10,453 11,428 775 3,572 4,347
Tax charge on ordinary activities 8 - - - - - -
Profit and total comprehensive income
attributable to shareholders 975 10,453 11,428 775 3,572 4,347
Basic and diluted return per share (pence)* 11 0.51 5.42 5.93 0.44 2.05 2.49
*Adjusted for treasury shares
The accompanying notes on pages 81 to 96 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.
77
INFORMATION
& FINANCIALS
BALANCE SHEET
Note
31 December 2024
£’000
31 December 2023
£’000
Fixed asset investments 12 204,762 99,410
Current assets
Trade and other receivables 14 1,568 3,434
Cash in bank and at hand 47,807 25,571
49,375 29,005
Payables: amounts falling due within one year
Trade and other payables 15 (2,484) (970)
Net current assets 46,891 28,035
Total assets less current liabilities 251,653 127,445
Provisions falling due after one year 16 (333) (123)
Net assets 251,320 127,322
Equity attributable to equity holders
Called-up share capital 17 3,721 2,049
Share premium 137,720 16,468
Capital redemption reserve 49 -
Unrealised capital reserve 42,375 31,752
Realised capital reserve 16,357 16,527
Other distributable reserve 51,098 60,526
Total equity shareholders’ funds 251,320 127,322
Basic and diluted net asset value per share (pence)* 18 73.04 71.99
*Excluding treasury shares
The accompanying notes on pages 81 to 96 form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors, and were authorised for issue on 23 April 2025
and were signed on its behalf by
Clive Richardson
Chairman
Company number: 04114310
Albion Technology & General VCT PLC 78
INFORMATION
& FINANCIALS
STATEMENT OF CHANGES IN EQUITY
Called-
up share
capital
Share
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 2024 2,049 16,468 - 31,752 16,527 60,526 127,322
Profit/(loss) and total
comprehensive income for the year - - - 10,790 (337) 975 11,428
Transfer of previously unrealised
gains on disposal of investments - - - (167)
167 - -
Purchase of shares for cancellation
(including costs) (49) - 49 - - (3,417) (3,417)
Shares issued to acquire net assets
of Albion KAY VCT PLC** 1,549 108,956 - - - - 110,505
Issue of equity 172 12,673 - - - - 12,845
Cost of issue of equity - (377) - - - - (377)
Dividends paid*** - - - - - (6,986) (6,986)
As at 31 December 2024 3,721 137,720 49 42,375 16,357 51,098 251,320
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
(including costs) - - - - - (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
*Included within these reserves are amounts of £18,636,000 (2023: £25,034,000) which are considered distributable. Over the next two years an
additional £39,322,000 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 2025, £15,651,000 became distributable in line with this.
**The assets and liabilities transferred through the acquisition of Albion KAY VCT PLC are shown in note 10.
***This includes unclaimed dividends returned by the registrar. Full details can be found in note 9.
79Albion Technology & General VCT PLC
INFORMATION
& FINANCIALS
STATEMENT OF CASH FLOWS
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Cash flow from operating activities
Loan stock income received 1,173 981
Dividend income received 187 73
Income from fixed term funds received 458 254
Deposit interest received 568 463
Investment Manager’s fees paid (2,917) (2,651)
Other cash payments (638) (656)
Corporation tax paid - -
Net cash flow generated from operating activities (1,169) (1,536)
Cash flow from investing activities
Purchase of fixed asset investments (10,509) (7,268)
Proceeds from disposals of fixed asset investments 9,119 6,057
Net cash flow generated from investing activities (1,390) (1,211)
Cash flow from financing activities
Issue of share capital 11,415 10,054
Cost of issue of equity (40) (39)
Dividends paid (net of Dividend Reinvestment Scheme) (5,888) (5,524)
Purchase of own shares (3,417) (2,767)
Cash acquired from Albion KAY VCT PLC 22,743 -
Merger costs paid (paid on behalf of the Company and Albion KAY VCT PLC) (18) -
Net cash flow generated from financing activities 24,795 1,724
Increase/(decrease) in cash in bank and at hand 22,236 (1,023)
Cash in bank and at hand at start of year 25,571 26,594
Cash in bank and at hand at end of year 47,807 25,571
Albion Technology & General VCT PLC 80
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 48.
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 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.
81Albion Technology & General VCT PLC
INFORMATION
& FINANCIALS
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.
Acquisition of assets and liabilities from Albion
KAY VCT PLC
On 19 December 2024 the Company acquired the
assets and liabilities of Albion KAY VCT PLC at their
fair value. The directors have considered the substance
of the assets and activities of Albion KAY VCT PLC in
determining whether this represents the acquisition of
a business. In this case the combination is not judged
to be an acquisition of a business, and therefore is
not considered to be a business combination. Rather,
the cost to acquire the assets of Albion KAY VCT PLC
has been allocated between the acquired identifiable
assets and liabilities based on their relative fair values
on the acquisition date without attributing any amount
to goodwill or to deferred taxes. Assets and liabilities
transferred comprised investments, cash, loan notes
and other receivables/payables. The shares issued
for the value of the net assets transferred have been
recognised in share capital and share premium, as
shown in the Statement of Changes in Equity.
The income and costs for the period up to 18 December
2024 and the comparable period for last year reflect
the activities of the Company before the acquisition
and after that date reflect those of the Company as
enlarged by the acquisition. Further information is
contained in note 10 on page 86.
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.
Albion Technology & General VCT PLC 82
Notes to the Financial Statements
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.
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 on investments
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Unrealised gains on fixed asset investments 10,790 3,632
Realised gains on fixed asset investments 2,458 1,927
Unwinding of discount on deferred consideration - 433
13,248 5,992
83Albion Technology & General VCT PLC
Notes to the Financial Statements
4. Investment income
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Loan stock interest 1,098 897
Dividend income 187 73
Income from fixed term funds 458 254
Bank interest 602 463
2,345 1,687
5. Investment Manager’s fees
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Investment management fee charged to revenue 287 268
Investment management fee charged to capital 2,585 2,414
Total investment management fee in the year 2,872 2,682
Movement in provision for performance incentive fee charged to capital 210 6
3,082 2,688
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 pages 18 and 19.
During the year, services of a total value of £2,872,000 (2023: £2,682,000) 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 £176,000 (2023: £628,000). 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.
A performance incentive fee of £155,000 was paid after the adoption of the 31 December 2023 accounts at the
2024 AGM. This was based on the five year rolling period ended 31 December 2023 audited results. A provision of
£333,000 (2023: £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 2024, which would become
payable over the periods to 31 December 2028. However, there will be no performance incentive fee payable based
on the five year rolling period ended 31 December 2024 audited results. Further details can be found in note 16.
During the year, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve’s services as
a Director (2023: nil). Patrick retired as a Director on 19 December 2024.
Albion Capital Group LLP, its partners and staff (including Patrick Reeve) held 2,859,296 ordinary shares in the
Company as at 31 December 2024.
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 2024, fees of £216,000 attributable to the investments
of the Company were received by Albion Capital Group LLP pursuant to these arrangements (2023: £162,000).
The Company entered into offer agreements relating to the Albion VCTs’ Prospectus Top Up Offers 2023/24 and
2024/25 with the Company’s Manager, Albion Capital Group LLP (“Albion”), pursuant to which Albion received and
will receive a fee of 3.0% of the gross proceeds of the Offers and out of which Albion will pay the costs of the Offers,
as detailed in the respective Prospectus.
Albion Technology & General VCT PLC 84
Notes to the Financial Statements
6. Other expenses
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Directors’ fees (including NIC) 132 122
Auditor’s remuneration for statutory audit services (excluding VAT) 69 53
Administrative expenses 200 200
Merger costs 400 -
Tax services 18 18
Other expenses 264 251
1,083 644
7. Directors’ fees
The amounts paid to and on behalf of the Directors during the year are as follows:
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Directors’ fees 121 111
National Insurance 11 11
132 122
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 64 to 68.
8. Tax on ordinary activities
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
UK corporation tax charge - -
Factors affecting the tax charge:
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
Profit on ordinary activities before taxation 11,428 4,347
Tax charge on profit at the average companies rate of 25% (2023: 23.5%) 2,857 1,022
Factors affecting the charge:
Non-taxable gains (3,212) (1,408)
Income not taxable (47) (17)
Excess management expenses carried forward 402 403
- -
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 25% (2023: 23.5%). The differences are explained above.
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 £12,733,000 (2023: £11,095,000) that are available for offset against future profits.
A deferred tax asset of £3,183,000 (2023: £2,774,000) 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.
85Albion Technology & General VCT PLC
Notes to the Financial Statements
9. Dividends
Year ended
31 December 2024
£’000
Year ended
31 December 2023
£’000
First dividend of 1.80p per share paid on 28 June 2024 (30 June 2023: 1.82p per
share) 3,434 3,238
Second dividend of 1.88p per share paid on 6 December 2024 (29 December
2023: 1.90p per share) 3,562 3,345
Unclaimed dividends (10) -
6,986 6,583
In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31
December 2025 of 1.83 pence per share. The dividend will be paid on 30 June 2025 to shareholders on the register
on 6 June 2025. The total dividend will be approximately £7,026,000.
10. Acquisition of the assets and liabilities of Albion KAY VCT PLC
On 19 December 2024, the following assets and liabilities of Albion KAY VCT PLC (“KAY”) were transferred to the
Company in exchange for the issue to KAY shareholders of 154,908,314 shares in the Company at an issue price of
71.33586 pence per share:
£’000
Fixed asset investments 88,061
Receivables 724
Cash in bank and at hand 22,743
Payables (615)
Merger costs (408)
110,505
On 19 December 2024, KAY was placed into members’ voluntary solvent liquidation pursuant to a scheme of
reconstruction under section 110 of the Insolvency Act 1986.
The net asset value (“NAV”) per share of each fund used for the purposes of conversion at the calculation date of 18
December 2024 were 71.34 pence per share and 19.83 pence per share for the Company and KAY respectively. The
conversion ratio for each KAY share was 0.27798209 Albion Technology & General VCT PLC share for each KAY share.
11. Basic and diluted return per share
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
Profit attributable to equity shares (£’000) 975 10,453 11,428 775 3,572 4,347
Weighted average shares in issue (adjusted
for treasury shares)
192,953,742 174,822,608
Return attributable per equity share (pence) 0.51 5.42 5.93 0.44 2.05 2.49
The weighted average number of shares is calculated after adjusting for treasury shares of 28,037,873 (2023:
28,037,873).
There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution
affecting the return per share. The basic return per share is therefore the same as the diluted return per share.
Albion Technology & General VCT PLC 86
Notes to the Financial Statements
12. Fixed asset investments
Investments held at fair value through profit or loss
31 December 2024
£’000
31 December 2023
£’000
Unquoted equity and preference shares 177,601 83,141
Quoted equity 82 143
Unquoted loan stock 27,079 16,126
204,762 99,410
31 December 2024
£’000
31 December 2023
£’000
Opening valuation 99,410 92,301
Purchases at cost 11,064 7,554
Transfer on merger 88,061 -
Disposal proceeds (6,946) (5,918)
Realised gains 2,458 1,927
Movement in loan stock accrued income (75) (86)
Unrealised gains 10,790 3,632
Closing valuation 204,762 99,410
Movement in loan stock accrued income
Opening accumulated loan stock accrued income 166 252
Movement in loan stock accrued income (75) (86)
Closing accumulated loan stock accrued income 91 166
Movement in unrealised gains
Opening accumulated unrealised gains 31,704 24,780
Transfer of previously unrealised (gains)/losses to realised reserve on disposal of
investments (167) 3,292
Movement in unrealised gains 10,790 3,632
Closing accumulated unrealised gains 42,327 31,704
Historic cost basis
Opening book cost 67,540 67,269
Purchases at cost 11,064 7,554
Transfer on merger 88,061 -
Sales at cost (4,322) (7,283)
Closing book cost 162,343 67,540
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 2. Where loan
stock interest does not meet the note 2 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.
87Albion Technology & General VCT PLC
Notes to the Financial Statements
Fixed asset investments are valued at fair value in accordance with the IPEV guidelines as follows:
Valuation methodology
31 December 2024
£’000
31 December 2023
£’000
Cost and price of recent investment (calibrated and reviewed for impairment) 114,347 54,544
Revenue multiple 56,788 21,772
Discounted cash flow (supported by third party valuation) 18,005 9,086
Earnings multiple (supported by third party valuation) 7,724 8,562
Earnings multiple 5,536 3,044
Net assets 2,280 2,209
Bid Price 82 143
Discounted offer price - 50
204,762 99,410
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
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.
The investment in Quantexa, valued at £52,357,000 at 31 December 2024 (which increased in value by £8,346,000
in the year) was valued using a discount to price of recent investment (calibrated and reviewed for impairment)
methodology. This was a result of a recent Series F funding round for Quantexa, which completed in March 2025,
and which the Company made a small partial disposal of its holding. The Board looked at market comparable
data including growth rates when conducting its calibration exercise and felt the methodology used was the most
appropriate.
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.
Albion Technology & General VCT PLC 88
Notes to the Financial Statements
Fair value investments had the following re-classifications between valuation methodologies:
Change in valuation methodology (2023 to 2024)
Valuation at
31 December 2024
£’000 Explanatory note
Cost and price of recent investment (calibrated and
reviewed for impairment) to revenue multiple
15,822 More appropriate valuation methodology
Revenue multiple to cost and price of recent investment
(calibrated and reviewed for impairment) 3,911 Valuation based on recent funding round
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
2024.
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.2A.
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 30). Unquoted equity, preference shares and loan stock are all valued according to Level 3 valuation methods.
Investments held at fair value through profit or loss (Level 3) had the following movements:
31 December 2024 31 December 2023
£’000 £’000
Opening balance 99,267 91,865
Purchases at cost 11,064 7,554
Transfer on merger 88,019 -
Disposals proceeds (6,910) (5,678)
Movement in loan stock accrued income (75) (86)
Realised gains 2,462 1,939
Unrealised gains 10,853 3,673
Closing balance 204,680 99,267
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. 54% of the portfolio of investments is equity
that is valued based on recent investment price, discounted offer price, net assets and cost and therefore is not
sensitised. An additional 13% of the portfolio is loan stock, which typically has a fixed or floating charge on the
assets of the portfolio company, and has therefore also not been 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 14% 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:
89Albion Technology & General VCT PLC
Notes to the Financial Statements
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
4.8x +0.5x 1,592 0.46
-0.5x (1,637) (0.48)
Revenue multiple Software & other
technology
Revenue
multiple
8.9x +0.9x 846 0.25
-0.9x (846) (0.25)
Earnings multiple (supported by third party
valuation)
Other (including
education)
Earnings
multiple
8.0x +0.8x 352 0.10
-0.8x (352) (0.10)
*As detailed in the accounting policies on page 81, 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 unquoted equity investments
by £2,790,000 (1.6%) or a decrease in the valuation of unquoted equity investments by £2,835,000 (1.6%). The
percentages are calculated on the unquoted equity investments of £177,601,000.
13. 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.
The Company has interests of greater than 20% of the nominal value of any class (some of which are non-voting)
of the allotted shares in the following portfolio companies as at 31 December 2024 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) (12,302) 31 August 2023 22.5% Ordinary 22.5%
Premier Leisure (Suffolk) EC1M 5QL, UK n/a* (1,501) 31 August 2023 25.8% Ordinary 25.8%
The Q Garden Company EC1M 5QL, UK n/a* (4,596) 31 August 2023 33.4% A Ordinary 33.4%
Academia CA 94108, USA n/a n/a n/a 23.2% Seed Preferred 2.3%
Sift BS1 4EX, UK n/a* (973) 31 December 2023 38.1% Ordinary 38.1%
*Filleted accounts which do not disclose this information.
14. Current assets
Trade and other receivables
31 December 2024
£’000
31 December 2023
£’000
Prepayments and accrued income 70 35
Other receivables 409 303
Deferred consideration under one year 1,089 3,096
1,568 3,434
Albion Technology & General VCT PLC 90
Notes to the Financial Statements
The deferred consideration under one year relates to various investments which have been disposed, where the
Company is owed proceeds that are expected to be received in the coming year.
The Directors consider that the carrying amount of receivables is not materially different to their fair value.
15. Payables: amounts falling due within one year
31 December 2024
£’000
31 December 2023
£’000
Trade payables 1,573 34
Accruals and deferred income 911 936
2,484 970
The Directors consider that the carrying amount of payables is not materially different to their fair value.
16. Provisions and significant estimates
31 December 2024
£’000
31 December 2023
£’000
Opening performance incentive fee provision 123 272
Charged to profit and loss 210 6
Amounts charged against provision - (155)
Closing performance incentive fee provision 333 123
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
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 took into account the audited results of the five years
ended 31 December 2023 and £155,000 was paid to the Manager upon the adoption of the accounts in the 2024
AGM.
Any PIF is only paid on actual year end audited results, and therefore the provision of £333,000 is the Board’s best
estimate of the potential obligation relating to the inclusion of realised performance from 1 January 2020 to 31
December 2024 and would be payable, if earned, over the four years to 31 December 2028.
The most significant assumption when calculating this amount, is that of future performance. Audited financial
results for the period from 1 January 2020 to 31 December 2024 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 £333,000 at 31
December 2024. The amount due at 31 December 2024 is £nil (2023: £155,000).
91Albion Technology & General VCT PLC
Notes to the Financial Statements
17. Called-up share capital
Allotted, called-up and fully paid £’000
204,885,821 ordinary shares of 1 penny each at 31 December 2023 2,049
172,147,548 ordinary shares of 1 penny each issued during the year* 1,721
4,925,675 ordinary shares of 1 penny each cancelled during the year (49)
372,107,694 ordinary shares of 1 penny each at 31 December 2024 3,721
28,037,873 ordinary shares of 1 penny each held in treasury at 31 December 2023 (280)
No ordinary shares of 1 penny each purchased for treasury during the year -
28,037,873 ordinary shares of 1 penny each held in treasury at 31 December 2024 (280)
Voting rights of 344,069,821 ordinary shares of 1 penny each at 31 December 2024 3,441
*This includes 154,908,314 shares issued to Albion KAY VCT PLC shareholders as part of the merger. More details on this can be found in note 10.
The Company holds a total of 28,037,873 shares (2023: 28,037,873) in treasury representing 7.5% (2023: 13.7%)
of the issued ordinary share capital at 31 December 2024.
The Company purchased 4,925,675 ordinary shares for cancellation (2023: nil) during the year at a total cost of
£3,417,000 which is included within the other distributable reserve.
The Company did not purchase any shares to be held in treasury during the year ended 31 December 2024 (2023:
3,801,472 at a cost of £2,767,000 including stamp duty).
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)
28 June 2024 768,434 8 70.64 522 67.50
6 December 2024 771,263 8 71.75 532 68.50
1,539,697 1,054
*Net invested is calculated as the amount received by the Company after the cost of London Stock Exchange listing fees and registrar fees for
administrating the Dividend Reinvestment Scheme.
Under the terms of the Albion VCTs Prospectus Top Up Offers 2023/24, 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)
22 March 2024 1,863,819 19 74.19 1,355 69.00
22 March 2024 419,447 4 74.57 305 69.00
22 March 2024 12,888,478 129 74.95 9,371 69.00
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 11,415
*Net consideration received is calculated as the amount received by the Company after Offer costs of up to 3.0% as detailed in the Prospectus.
Albion Technology & General VCT PLC 92
Notes to the Financial Statements
18. Basic and diluted net asset value per share
31 December 2024
(pence per share)
31 December 2023
(pence per share)
Basic and diluted net asset value per share 73.04 71.99
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 344,069,821 at 31 December 2024
(2023: 176,847,948).
19. Capital and financial instruments risk management
The Company’s capital comprises ordinary shares as described in note 17. 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 29 and 30. Investment risk is
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 £204,762,000 (2023: £99,410,000). Fixed asset investments form 81% of the net asset value as at 31
December 2024 (2023: 78%).
More details regarding the classification of fixed asset investments are shown in note 12.
93Albion Technology & General VCT PLC
Notes to the Financial Statements
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 29 and 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 £20,476,000. 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 £40,952,000.
Further sensitivity analysis on fixed asset investments is included in note 12.
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 or fall of 1% in all interest rates would have increased or decreased
the investment income for the year by approximately £367,000 (2023: £261,000).
The weighted average effective interest rate applied to the Company’s unquoted loan stock during the year
was approximately 4.4% (2023: 6.7%). The weighted average period to maturity for the unquoted loan stock is
approximately 3.5 years (2023: 2.6 years).
The Company’s financial assets and liabilities, all denominated in pounds sterling, consist of the following:
31 December 2024 31 December 2023
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 - - 177,601 177,601 - - 83,141 83,141
Quoted equity - - 82 82 - - 143 143
Unquoted loan stock 22,203 443 4,433 27,079 14,571 - 1,555 16,126
Receivables* - - 1,498 1,498 - - 3,399 3,399
Current liabilities - - (2,484) (2,484) - - (970) (970)
Cash 12,771 35,036 - 47,807 9,313 16,258 - 25,571
Total 34,974 35,479 181,130 251,583 23,884 16,258 87,268 127,410
*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
Albion Technology & General VCT PLC 94
Notes to the Financial Statements
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 71.0% 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 2024 was limited to £27,079,000 (2023: £16,126,000)
of unquoted loan stock instruments, £47,807,000 (2023: £25,571,000) cash deposits with banks and £1,498,000
(2023: £3,399,000) of other receivables.
At the Balance sheet date, cash in bank and at 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 £24,429,000 as at 31 December 2024 (2023:
£12,386,000).
The Company has no committed borrowing facilities as at 31 December 2024 (2023: £nil). The Company had
cash balances of £47,807,000 (2023: £25,571,000). 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
£2,484,000 as at 31 December 2024 (2023: £970,000).
The carrying value of loan stock investments analysed by expected maturity dates is as follows:
31 December 2024 31 December 2023
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 11,498 1,254 2,671 15,423 8,236 - 3,966 12,202
1-2 years 173 - - 173 94 - - 94
2-3 years 537 - - 537 157 - - 157
3-5 years 4,536 - - 4,536 726 - - 726
5+ years 5,893 - 517 6,410 2,514 - 433 2,947
Total 22,637 1,254 3,188 27,079 11,727 - 4,399 16,126
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 £1,577,000 (2023: £nil).
95Albion Technology & General VCT PLC
Notes to the Financial Statements
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 2024 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.
20. Commitments and contingencies
The Company had no financial commitments in respect of investments as at 31 December 2024 (2023: nil).
There were no contingent liabilities or guarantees given by the Company as at 31 December 2024 (2023: nil).
21. Post balance sheet events
Since the year end, the Company has had the following material post balance sheet events:
• As part of Quantexa’s recent Series F funding round, which completed in March 2025, the Company made a
partial disposal of its holding. The Company received proceeds of £1.8 million from the sale of c.3.5% of its
stake in Quantexa representing a 13x return on the weighted average original cost of those shares;
• Investments totalling £9.9 million in seven new and eight 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 2024/25:
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)
21 March 2025 3,018,051 30 74.54 2,205 69.50
21 March 2025 972,810 10 74.92 711 69.50
21 March 2025 25,783,541 258 75.30 18,832 69.50
4 April 2025 10,100,775 101 75.30 7,378 69.50
39,875,177 29,126
22. 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 64 to 68, there are no other related party transactions requiring disclosure.
Albion Technology & General VCT PLC 96
Notes to the Financial Statements
AIC
Association of Investment Companies.
Alternative performance measure (“APM”)
An APM is a financial measure of historical or future financial performance, financial position, or cash flows,
other than a financial measure defined or specified in the applicable financial reporting framework. APMs provide
shareholders with useful information on the performance of the business. A number of terms within this glossary
are considered an APM.
Cumulative dividends paid (APM)
The total amount of dividend distributions by the Company since launch in 2001 to the year end. Dividends paid in
the year are shown in note 9.
KAY
Albion KAY VCT PLC.
Merger with KAY
Details on the merger with KAY which completed on 19 December 2024 can be in the circular at: www.albion.
capital/mergers.
Movement in total shareholder value
Calculated using the total shareholder value per share for the year divided by the opening Net Asset Value.
Net asset value (“NAV”)
The value of the Company’s total assets less its total liabilities. This equals the total equity shareholders’ funds.
Net asset value per share (“NAV per share”)
NAV per share is calculated as net asset value divided by the number of ordinary shares in issue (excluding Treasury
shares).
Ongoing charges ratio (APM)
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.
Year ended 31
December 2024
Year ended 31
December 2023
Ongoing charges ratio calculation £’000 £’000
A Recurring annual running expenses 3,549 3,313
B Average net assets 143,652 131,518
Ongoing charges (A/B) 2.46% 2.52%
Pps
Pence per share.
Shareholder return (APM)
Calculated as the movement in total shareholder value per share for the year. The shareholder return for the year is
calculated as closing NAV at 31 December 2024 of 73.04pps, adding the dividends paid in the year of 3.68pps, less
the opening NAV at 1 January 2024 of 71.99pps. This gives a 4.73pps shareholder return in the year.
GLOSSARY OF TERMS
97Albion Technology & General VCT PLC
INFORMATION
& FINANCIALS
Shareholder return percentage (APM)
Calculated as the Shareholder return divided by opening NAV. The shareholder return percentage for the year
ended 31 December 2024 is 4.73pps divided by opening NAV of 71.99pps. This gives a 6.57% shareholder return
percentage.
Total shareholder value per share (APM)
Calculated using the NAV per share plus dividends paid per ordinary share since launch in 2001. This shows
shareholders the returns both in terms of the performance of the Company but also including dividends issued from
the Company which no longer form part of the Company’s assets. Total shareholder return per share over the past
10 years can be found in the graph on page 8.
Total shareholder return per share (with dividends reinvested) (APM)
The total shareholder return per share to the shareholder including original amount invested (rebased to 100) from
1 January 2015 assuming that dividends were invested 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 return to shareholders in a period (APM)
This return comprises dividends paid and the change in net asset value over the relevant periods. For example, the 5
year total return to shareholders is calculated as the closing period NAV at 31 December 2024 of 73.04pps and the
opening NAV on 1 January 2020 of 82.58pps.
Total return to shareholders percentage (APM)
This percentage is calculated as the total return to shareholders in a period divided by the opening NAV. For
example, the 5 year total return to shareholders percentage is the shareholder return for the period (closing period
NAV at 31 December 2024 of 73.04pps less the opening NAV on 1 January 2020 of 82.58pps), divided by the
opening NAV on 1 January 2020 of 82.58pps.
Voting rights
Each ordinary share in the Company is entitled to one vote. Total voting rights is therefore the total number of
ordinary shares (except for treasury shares, which have no right to dividends or voting rights) in the Company.
Albion Technology & General VCT PLC 98
Glossary of terms
SHAREHOLDERS SHOULD TAKE NOTE THAT THIS WILL BE A VIRTUAL AGM AND FURTHER DETAILS WILL BE
MADE AVAILABLE AT WWW.ALBION.CAPITAL/VCT-FUNDS/AATG.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Albion Technology & General VCT PLC (the
“Company”) will be held virtually at noon on 17 June 2025 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 and 12 as special resolutions.
Ordinary Business
1. To receive and adopt the Company’s accounts for the year ended 31 December 2024 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 2024.
3. To re-elect Clive Richardson as a director of the Company.
4. To re-elect David Benda as a director of the Company.
5. To elect Simon Thorpe as a director of the Company.
6. To elect Swarupa Pathakji as a director of the Company.
7. To re-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.
8. To authorise the Directors to agree the Auditor’s remuneration.
Special Business
9. Authority to allot new shares
That the Directors be and hereby are generally and unconditionally authorised in accordance with section
551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot ordinary shares
of 1 penny each in the Company (“Shares”) up to an aggregate nominal amount of £823,966 (representing
approximately 20% of the issued ordinary 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 Annual General Meeting of the Company to be held in 2026, 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.
10. Renewal of the Company’s Dividend Reinvestment Scheme and authority to allot shares under the scheme
That, in accordance with article 116 of the Company‘s articles of association (the “Articles”), the Directors
be and are hereby authorised to continue to apply the Company’s Dividend Reinvestment Scheme on the
terms and conditions of that scheme (as set out on the Company’s webpage at www.albion.capital/vct-funds/
AATG) and to apply such scheme to all dividends that may be declared on the Shares within the period
from the passing of this resolution 10 and ending at the conclusion of the fifth Annual General Meeting of
the Company to be held following the date of this meeting and, in addition to the authority contained in
resolution number 9, the Directors be and hereby are generally and unconditionally authorised in accordance
with section 551 of the Act to exercise all powers of the Company to allot Shares up to an aggregate nominal
amount of £411,983 (representing approximately 10% of the issued ordinary share capital as at the date of
this Notice) pursuant to the terms and conditions of the Dividend Reinvestment Scheme referred to above
and to apply that scheme to all dividends declared or paid in the period commencing on the date of this
resolution 10 and ending on the later of 15 months from the date that this resolution is passed, or if earlier,
at the conclusion of the Annual General Meeting of the Company to be held in 2026.
NOTICE OF ANNUAL GENERAL MEETING
99Albion Technology & General VCT PLC
INFORMATION
& FINANCIALS
11. Authority for the disapplication of pre-emptive rights
That, subject to the authority and conditional on the passing of resolution number 9, the Directors be and
hereby are empowered, in accordance with sections 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 9
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 Annual General Meeting of the Company to be held in 2026, 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.
12. Authority to purchase own shares
That, subject to and in accordance with the Articles, the Company be and hereby are 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 Shares on such terms as the Directors think
fit, provided always that:
a) the maximum aggregate number of Shares hereby authorised to be purchased is 61,756,232 Shares or, if
lower, such number of 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 a Share is 1 penny;
c) the maximum price which may be paid for a Share shall be an amount equal to the higher of (a) 5% above
the average of the middle market quotations for a Share taken 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(6) of the Market Abuse Regulation (596/2014/EU) (as such
regulation forms part of UK law as amended);
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 Annual General Meeting of the
Company to be held in 2026; and
e) the Company may enter into a contract or contracts to purchase 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.
By Order of the Board
Albion Capital Group LLP
Company Secretary
Registered office
1 Benjamin Street
London, EC1M 5QL
23 April 2025
Albion Technology & General VCT PLC is registered in England and Wales with number 04114310
Albion Technology & General VCT PLC 100
Notice of Annual General Meeting
Notes
1. Members entitled to participate virtually in, 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 participating virtually in the meeting and voting. 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 13 June 2025.
At the AGM, all resolutions will be voted on by way of a poll. On a vote by poll, every shareholder who participates virtually or
by proxy has one vote for every ordinary share of which they are the holder.
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 13 June 2025 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 participate virtually in 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 13 June 2025
(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
participate virtually 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). 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 13 June 2025. 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
101Albion Technology & General VCT PLC
Notice of Annual General Meeting
Cover photo © istock / StudioM1
All inside images © istock / AodLeo, StudioM1, NiseriN, Just_Super, shulz and © Unsplash / CHUTTERSNAP, Ricardo Gomez Angel, Teemu Paananen
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necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST sponsors or voting 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/vct-funds/AATG under the ‘Financials’ section.
7. Any member participating virtually in 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.
Given that the Company has some 16,000 shareholders, to enable the Board and the Manager to respond to questions, and
to ensure sufficient time is devoted to managing the assets on behalf of the shareholders, the Directors ask that members
submit no more than two questions per shareholder, which should be of a substantive nature and relating to the business
being dealt with at the meeting.
8. Copies of letters of appointment between the Directors and the Company will be available for inspection at the registered
office of the Company during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) from
the date of this Notice until the conclusion of the meeting.
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 22 April 2025 being the latest practicable date prior to the publication of this Notice, the Company’s issued share capital
consists of 411,982,871 Shares with a nominal value of 1 penny each. The Company also holds 28,037,873 Shares in treasury.
Therefore, the total voting rights in the Company as at 22 April 2025 are 383,944,998.
Albion Technology & General VCT PLC 102
Notice of Annual General Meeting
