Managed by
ProVen Growth and Income VCT plc
Annual Financial Report
Year ended 28 February 2025
Matt Barker
FOUNDER & CEO
MPB
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Annual Financial Report 2025
2
3 Fund Overview
4 Chair’s Statement
8 Investment Manager’s Review
12 Investment Activity
14 Investment Portfolio and Review of Investments
21 ESG Report
23 Board of Directors
24 Strategic Report
36 Directors’ Report
40 Statement of Corporate Governance
46 Directors’ Remuneration Report
50 Independent Auditor’s Report
58 Income Statement
59 Statement of Changes in Equity
62 Statement of Financial Position
63 Statement of Cash Flows
64 Notes to the Accounts
80 Shareholder Information
81 Company Information
82 Notice of Annual General Meeting
Contents
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3
Fund Overview
* Key Performance Indicator (see page 28)
† Alternative Performance Measure (see page 28)
Ordinary Shares as at: 28 February 2025 29 February 2024
Net asset value per Ordinary Share 50.2p 54.7p
Dividends paid since class launch in 2009
(originally as ‘C’ Shares)*†
81.15p 78.4p
Total return (net asset value plus dividends
paid since ‘C’ Share class launch in 2009)*†
131.35p 133.1p
Year on year change in:
Net asset value per Ordinary Share (adjusted
for dividends paid in the year)*†
(3.2)% 6.5%
Dividends:
Dividends paid/payable in respect of year 2.75p 2.75p
Dividend yield*† 5.2% 5.2%
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Annual Financial Report 2025
4
Chair’s Statement
I present the Annual Report for ProVen Growth and Income VCT plc (the “Company”) for the year
ended 28 February 2025. The past twelve months have continued to be challenging in both
macroeconomic and geopolitical terms. The UK economy showed signs of increasing economic
stability in the first half of the year with falling inflation and interest rates. However, the Budget in
October 2024, which was inflationary for companies in terms of National Insurance increases,
combined with continued political disruption in other parts of the world mean that economic
conditions in the UK remain difficult, particularly for young businesses.
Results for the Year
Disappointingly, the Company’s total return per share for the
year was (3.2)%, which is attributable mainly to a fall in the
value of the unrealised portfolio offsetting the gains realised
on profitable exits during the year.
The loss on ordinary activities for the year was £(5.8) million,
or (1.9)p per share (2024: profit of £10.7 million, or 3.6p per
share), comprising a revenue profit of £0.5 million, or 0.2p
per share (2024: £0.9 million, or 0.3p per share) and a capital
loss of £(6.3) million, or (2.1)p per share (2024: profit of
£9.8 million, or 3.3p per share). The revenue profit resulted
primarily from interest income on cash held awaiting
investment over the year. The capital loss was driven by
unrealised losses in the portfolio of £(5.8) million that were
partly offset by realised gains of £2.0 million. A breakdown
of portfolio additions, disposals and valuation movements
can be found in the Investment Manager’s Review on
pages 8 to 11 of this Report.
Dividends
During the year ended 28 February 2025, the Company paid
a final dividend of 1.5p per share on 16 August 2024 to
Shareholders on the register at 19 July 2024, in respect of the
year ended 29 February 2024. The Company also paid an
interim dividend in respect of the year ended 28 February
2025 of 1.25p per share on 17 January 2025, to Shareholders
on the register at 20 December 2024.
Your Board is proposing a final dividend for the year ended
28 February 2025 of 1.5p per share to be paid on 15 August
2025 to Shareholders on the register on 18 July 2025. The
payment of this dividend will result in an equivalent reduction
in the Company’s NAV per share.
The total tax-free dividends of 2.75p per share for the year
ended 28 February 2025 represents a cash return to
Shareholders of 5.2% on the opening NAV per share at
1 March 2024, after deducting the prior year’s final dividend
of 1.5p per share.
I would like to take the opportunity to remind Shareholders
that your Company operates a Dividend Reinvestment
Scheme (“DRIS”). The DRIS provides Shareholders with the
opportunity to reinvest their cash dividends into new shares
in the Company at the latest published NAV per share. New
shares allotted via the DRIS attract the same tax reliefs as
shares purchased through an offer for subscription.
Shareholders who would like to join the scheme for any future
dividends can do so by following the instructions set out on
page 80 or by contacting Beringea (“the Investment
Manager”) at info@beringea.co.uk
.
Portfolio Activity and Valuation
The Company invested a total of £6.0 million in the year
(2024: £3.7 million), with two new companies added to the
portfolio at a cost of £2.3 million, and follow-on investments
totalling £3.7 million in six existing portfolio companies.
The Company also saw exit activity within the portfolio, with
the sale of Lupa Foods generating a 5.5x return over the life
of the investment. The Company also received further
proceeds from the ongoing solvent liquidation of
Buckingham Gate Financial Services during the year. In
addition, contingent proceeds were received during the year
relating to the sale of Blis Media, a portfolio company exited
in a prior year.
The value of the unrealised portfolio decreased over the year
by £5.8 million, primarily due to a significant fall in the value of
Fnatic, a company which struggled to perform to
expectations through the year. Lumar and Yardlink also saw
their unrealised valuations decline in the year due to
challenging market conditions. However, several companies
performed strongly, including MPB, CreativeX and Litta, all
outperforming prior year performance.
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Further information about key developments at existing
portfolio companies is given in the Investment Manager’s
Review on pages 8 to 11 of this Report.
Fundraising Activities
As communicated in the Company’s Half Yearly Report, a
combined offer for subscription with ProVen VCT plc (“ProVen
VCT”) launched on 16 January 2024, which closed to new
applicants on 27 September 2024 with gross proceeds of
£12.3 million raised for the Company.
The Company launched a further combined offer for
subscription with ProVen VCT on 6 November 2024 to raise
up to £15 million per company, with an over-allotment facility
of a further £5 million per company. As at 4 June 2025 (the
latest date prior to publication of this document), £8.9 million
of gross proceeds have been raised for the Company to
date. On 22 April 2025, the Company announced that it
would extend the offer until 30 September 2025.
Share Buybacks
The Company has a policy of buying back shares that
become available in the market at a discount of
approximately 5% to the latest published net asset value,
subject to the Company having sufficient liquidity. The
Company retains Panmure Liberum to act as its corporate
broker. Shareholders who are considering selling their shares
should contact Panmure Liberum who will be able to provide
details of the price at which the Company is buying shares.
Contact details are on page 80 of this Report.
During the year, the Company bought back 16,399,232
Ordinary Shares at an average price of 49.90p per share and
for an aggregate consideration of £8,183,000. This
represented 5.4% of the Company’s issued share capital at
the start of the year. All shares were subsequently cancelled.
A special resolution to allow the Company to continue to
make market purchases of its own shares of up to 14.99% of
the share capital for cancellation will be proposed at the
forthcoming Annual General Meeting (“AGM”).
25 years of ProVen Growth and Income VCT
On 31 May 2026, ProVen Growth and Income VCT will mark
25 years since its launch. Since its admission to the market
in 2001, ProVen Growth and Income VCT – alongside
ProVen VCT – has played a critical role in many success
stories of UK entrepreneurship, supporting the growth and
ambition of innovative companies while delivering returns for
its Shareholders.
Over the coming year, we will mark the upcoming anniversary
of the Company with a series of updates and insights for
Shareholders, reflecting on our key milestones and
achievements over the past 25 years. Shareholders will be
able to access these insights through the ProVen VCTs
website (www.proveninvestments.co.uk/vct/proven-vcts
) and
through attending our Annual Shareholder Event, which you
can find further information on below.
Environmental, Social & Governance (ESG)
The Board encourages the Investment Manager’s
commitment to ensuring ESG principles are high on the
agenda for the early-stage companies in which your
Company invests. Further detail on the Investment
Manager’s approach to ESG, including its role in founding
and building ESG_VC, can be found in the Investment
Manager’s Review on pages 8 to 11 of this Report.
Board
Malcolm Moss, who has been a Director of the Company
since 2007, will be stepping down from the Board with effect
from 15 July 2025. I would like to thank Malcolm, on behalf of
the Board and the Shareholders, for the very substantial
contribution that he has made to the success of the
Company during his time as a Director. Malcolm will continue
in his role with the Manager.
Annual General Meeting
The next AGM of the Company will be held at the offices of
Beringea LLP, at Charter House, 55 Drury Lane, London,
WC2B 5SQ at 12:30pm on Tuesday, 15 July 2025. Those
intending to attend the AGM are asked to register their
intention by emailing info@beringea.co.uk
in advance of the
meeting.
We understand that attendance in person may not be
possible or desirable for all who wish to attend. Therefore, the
Company offers Shareholders the option to follow
proceedings of the meeting via video conference link.
Any Shareholders who wish to follow the meeting remotely,
should email info@beringea.co.uk
for joining instructions.
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Chair’s Statement (cont.)
Please note that Shareholders will not be able to vote or ask
questions at the AGM when joining remotely. Shareholders
are encouraged, even if they are planning to attend the AGM
in person, to exercise their votes by submitting their proxy
electronically via their Signal Shares account at
www.signalshares.com
and to appoint the Chair of the AGM
as their proxy with their voting instructions.
Shareholders who wish to submit questions in advance of
the AGM may do so via e-mail to info@beringea.co.uk
and
the Board will endeavour to respond to questions raised at
the meeting.
Full details of the business to be conducted at the AGM
are given in the Notice of Annual General Meeting on
pages 82 to 83 of this Report.
Shareholder Event
The Company’s Annual Shareholder Event continues to be
well received and provides an important opportunity for
Shareholders to hear from the Investment Manager on topics
such as performance and investment activity, to ask
questions of your Board, and to receive insights and updates
from the portfolio companies.
With a shareholder base of more than 12,000, we feel it is
important to provide access to this event for Shareholders
throughout the country and we therefore host the Annual
Shareholder Event online. This year’s event has been
scheduled for 10:30am to 11:45am on Tuesday, 15 July 2025
and I would encourage you to join us for the session.
Shareholders who register in advance their intention to
attend in person the AGM, which takes place immediately
after the Shareholder Event, will be able to watch the
Shareholder Event on a screen at Beringea’s offices.
You can sign up for the Annual Shareholder Event at
proven.connec
tid.cloud. If you have any questions about the
event or if you would like any support with registering, then
please contact Beringea via events@beringea.co.uk
.
VCT Regulatory Developments
During the course of the year in review, we were pleased to
see the Government implementing their promise to
introduce legislation as part of the Finance Act 2023 to
enable the extension of the “Sunset Clause” to 6 April 2035.
On 3 September 2024, the relevant Treasury Order was laid
before Parliament, making the extension of the “Sunset
Clause” official.
The Investment Manager continues to be well represented at
the VCTA, BVCA, AIC and other key bodies and will work with
these to further develop the industry.
Unsolicited Communication with
Shareholders
While we are not aware of any instances in the last year, we
have in prior years been informed that some Shareholders in
ProVen Growth and Income VCT plc have received
unsolicited phone calls, in which the caller has sought to
discuss their shareholdings. We have previously advised all
Shareholders that these calls may be associated with an
attempted fraud, and Shareholders should not engage with
the caller. If you do receive a suspect call, we strongly
suggest that you hang up as soon as possible, and contact
the Investment Manager. The FCA has published useful
guidance for shareholders on how to protect themselves from
scams, which you may wish to read. You can find it online at:
https://www.fca.org.uk/consumers/protect-yourself-scams.
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Annual Financial Report 2025
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Outlook
While most portfolio companies have demonstrated resilience
during the year under review, your board remains cautious as
we look ahead to continuing economic and geopolitical
turbulence. The cost pressures faced by UK businesses over
the last few years show no sign of easing in the short term
and, should US tariffs become a permanent reality, those
pressures will only increase.
The Investment Manager is experienced in supporting young,
growing companies to navigate through challenging market
conditions, and is liaising with those portfolio companies most
likely to be affected by tariffs to ensure that they are taking
appropriate mitigating action where possible confident in the
portfolio’s ability to yield steady growth over the coming years,
and therefore anticipates that the Company will deliver the
target returns to Shareholders over the medium to longer term.
Marc Vlessing OBE
Chair
5 June 2025
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Investment Manager’s Review
During the year, the Company deployed £6.0 million into new
and follow on investments. The investment portfolio
generated the profitable exit of Lupa Foods which was
realised in January 2025 at a 5.5x return on cost over the life
of the investment.
At 28 February 2025, the Company’s venture capital portfolio
comprised 53 investments at a cost of £114.2 million and a
valuation of £120.8 million, an overall increase of 5.8% on
cost.
The Company has issued 16,884,918 Ordinary Shares for an
aggregate gross consideration of £8.9 million under the
combined offer for subscription with ProVen VCT which
launched on 6 November 2024. Net proceeds for the
Company after share issue costs were £8.5 million. This,
along with the proceeds of the previous share offer, means
the Company remains well placed to take advantage of new
investment opportunities, and to provide further support to
current portfolio companies where appropriate.
Investment Activity
New investments
In March 2024, £1.1 million was invested into Iceberg Data
Lab, a provider of climate and biodiversity data solutions for
financial institutions.
In February 2025, £1.2 million was invested into VRAI. VRAI’s
technologies enable greater data-driven insight to be
obtained from simulator-based training.
Follow-on investments
The Company continued to support the development and
growth of its existing portfolio companies, providing
£3.7 million of further funding to six companies during
the year.
In March 2024, the Company invested £0.4 million and
£0.1 million into Moonshot and Dealroom respectively.
Moonshot is a data analytics company which provides
technology and methodologies to identify and mitigate online
harms. Dealroom is a global provider of data and intelligence
on startups and technology ecosystems.
In May 2024, the Company invested £0.6 million into Gorilla,
a company offering a set of cloud-based data processing
solutions, enabling complex pricing, forecasting and portfolio
analysis for energy and utilities companies. This was part of a
larger £20m Series B funding round, led by a large
U.S.-based growth investor. This will enable the company to
accelerate the rate at which it is able to expand, taking
advantage of the large international demand for its products.
In August 2024, the Company invested £0.6 million into
MOTH, a premium ready-to-drink cocktail brand.
8
We are pleased to present our annual review for the year ended 28 February 2025. Against a
challenging economic backdrop, the valuation of the portfolio fell over the period, though
profitable exit activity partially offset the unrealised losses.
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The Company also invested £0.1 million into Social Value
Portal in December 2024.
Also, historic accrued loan interest in Disposable Cubicle
Curtains Limited (t/a Hygenica) was converted into equity at a
cost of £1.9 million.
Investment disposals
The portfolio generated a significantly profitable exit in the
year. In January 2025, the Company disposed of its holding
in Lupa Foods for proceeds of £5.0 million, including a small
portion of contingent proceeds, representing a 5.5x return
over the life of the investment.
The Company also received proceeds of £0.2 million from
Buckingham Gate Financial Services, part of its solvent
liquidation process.
Finally, the Company disposed of its remaining holding in
Zoovu, which had been fully written down in prior years.
Key developments at existing portfolio companies
The unrealised portfolio saw an underlying decrease of
£5.8 million over the year. This decline was mainly due to the
fall in valuation of Fnatic (£8.7 million) which failed to perform in
line with expectations. Lumar and Yardlink also saw a softening
in trading, resulting in valuation decreases of £2.4 million and
£1.0 million respectively.
While these decreases were disappointing, it is worth noting
that most of the companies in the investment portfolio
performed well in the year. MPB’s strong performance
generated a valuation increase of £1.7 million. Litta has also
performed well, resulting in an increase in valuation of
£1.7 million. CreativeX’s annual subscription revenues
increased by almost 50 per cent year-on-year, causing an
increase of £1.5 million in its valuation.
Further detail on the Investment Portfolio is provided on
pages 14 and 15 and in the Review of Investments on
pages 16 to 20.
Other News & Developments
Notable Developments at Portfolio Companies
During the year, many members of the portfolio achieved
significant milestones that highlighted their ongoing growth,
innovation, and business leadership.
Social Value Portal, the platform for measuring and
maximising social impact, received the TECH4GOOD award
at the Investor Allstars 2024, one of Europe’s leading awards
for the venture capital ecosystem. The award recognises
companies that deliver social, environmental, or economic
impact alongside financial profit.
Farmer J maintained its busy programme of expansion
throughout London, adding five new sites over the past 12
months. Its latest site – located in Marylebone – brought its
total number of sites to 15 and further supported its growth in
turnover throughout the year.
Three of the ProVen VCTs’ portfolio companies were included
in the inaugural ‘Sifted 250’ – a ranking of Europe’s
250 fastest-growing startups by revenue over the past three
years. Learnerbly, Plum Guide, and Gorilla featured among
the companies recognised for their rapid revenue growth by
Sifted, Europe’s leading media outlet covering the start-up
ecosystem.
LITTA – the on-demand, ethical, waste removal platform –
was named Tech Company of the Year at the UK Business
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Investment Manager’s Review (cont.)
Tech Awards 2024. The judges noted how LITTA’s
technology platform is transforming bulky waste disposal
with greater efficiency and sustainability.
Moonshot, which provides technologies and methodologies
for mitigating online harms, also launched its first office in
Canada. Based in Toronto, the Moonshot team there will
build on the company’s significant work in the country, which
has included its support of Public Safety Canada since 2016
and its role in developing the country’s first online violence
prevention model.
Portfolio Value-Add Initiative
The Investment Manager’s Portfolio Value-Add Initiative,
aimed at assisting companies in managing growth
challenges and harnessing commercial opportunities,
continues to be an important aid to the leadership teams of
portfolio companies. The initiative is led by Harry Thomas, the
Manager’s Portfolio Director, with support from Vanessa
Evanson-Goddard (General Counsel), and Henry Philipson
(Director of Marketing and Communications). Together, the
team provides both ad-hoc and structured support on a
range of topics from recruitment to marketing and
fundraising.
The Beringea Scale-Up Academy is one of the primary pillars
of the Value-Add Initiative, offering a year-round programme
of events for portfolio leadership teams. In the year to 28
February 2025, the Academy hosted nine webinars for the
leadership teams of portfolio companies on topics including
cyber security, the use of artificial intelligence within
operations and customer service, and the economic outlook
for 2025.
The Portfolio Value-Add Initiative also offers a range of
services to support portfolio companies in their growth
journey. These include: identifying existing and potential
service providers and negotiating group discounts;
establishing a central database of information and contacts
related to key operational and strategic concerns for
companies; hosting in-person and online events for sharing
knowledge and ideas; building relationships with external
stakeholders, including investors, customers and suppliers;
helping to identify potential acquisition or exit opportunities;
and encouraging companies to consider and adopt ESG
initiatives.
Environmental, Social and Governance
The Investment Manager continues to expand its initiatives
focused on driving improved performance in ESG factors,
both internally and across portfolio companies.
To evaluate impact and improvement in its internal
operations, the Investment Manager has developed an ESG
committee responsible for assessing and strengthening the
firm’s approach to sustainability, diversity and inclusion, and
governance. The Investment Manager is also a signatory of
the Investing in Women Code, submitting annual data on the
diversity of companies in the portfolio and investment
pipeline.
Since 2021, the Investment Manager has led the growth of
ESG_VC, an industry initiative focused on providing portfolio
companies and their investors with the tools to measure and
improve ESG performance. In January 2025, ESG_VC
merged with VentureESG, a complementary organisation
focused on embedding ESG best practice within venture
capital firms and limited partners. The Investment Manager
continues to play an active role in leading the combined
organisation, in turn providing valuable opportunities for the
firm and the portfolio.
Further details on these initiatives can be found in the ESG
Report at page 21 of this Report.
Post Year-End Developments
Between 28 February 2025 and the date of signing the
Annual Report & Accounts, the Company issued 15,087,371
Ordinary Shares for an aggregate consideration of
£8.0 million under the combined offer for subscription with
ProVen VCT plc which launched on 6 November 2024. Share
issue costs thereon amounted to £0.4 million.
Since the year end, the Company has made one new
investment and two follow on investments. In March 2025,
£1.0 million was invested into Limitless Travel, an innovative
travel company specialising in accessible holidays for people
with disabilities and restricted mobility. Also in March, a
further follow-on investment of £0.2 million was made into
MOTH. In April, a small follow-on investment of £0.1 million
was made into Mojo.
Outlook
We continue to be satisfied with the overall performance of
the investment portfolio. While it is the nature of venture
capital investment that some portfolio companies will
perform better than others, many businesses in the
Company’s portfolio are going from strength to strength,
despite the challenging economic conditions seen over the
last twelve months. For the small number of portfolio
companies that have been negatively affected by market
headwinds, we are working closely with them to support
them in returning to growth.
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The import tariffs proposed by the U.S. government, and
other countries’ reaction to these, are likely to have a
significant negative effect on the global economy during the
remainder of this year and into next year. We are working
closely with our portfolio companies to identify and mitigate
the effects of this economic turbulence, and we believe that
the majority have strong foundations which will allow them to
withstand any challenges which may arise. There may also
be opportunities arising from the re-alignment of global trade,
and we will support the portfolio on taking advantage of these
where relevant.
With a robust portfolio of investments, and a healthy current
asset position which will allow us to take advantage of new
investment opportunities as they arise and to provide
follow-on investment where appropriate, we remain
cautiously optimistic about the future.
Beringea LLP
5 June 2025
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Annual Financial Report 2025
Investment Activity
Investment activity during the year is summarised as follows:
Cost
Additions £’000
Disposable Cubicle Curtains Limited (t/a Hygenica)* 1,921
True Communication Technologies Ltd (t/a VRAI) 1,169
Iceberg Data Lab SAS 1,061
Gorillini NV (t/a Gorilla) 606
Mothership Drinks Ltd (t/a MOTH) 600
Moonshot CVE Ltd 390
Dealroom.co B.V. 128
Social Value Portal Ltd 118
Total 5,993
*The investment of £1.9 million into Disposable Cubicle Curtains Limited (t/a Hygenica) shown above represents the conversion
of historic accrued loan interest into equity.
The total cost of additions in the year of £5,993,000 as shown above is lower than that shown in the Statement of Cash Flows of
£3,023,000 due to:
• £1,061,000 of investment funds being treated as a debtor in the previous year end Accounts due to funds having been
transferred to the lawyers’ account prior to the year end, but the investment not closing until after the year end;
• £12,000 of legal costs associated with the purchase of investments was recognised in creditors at the previous year end as
they were not paid until after the year end; and
• the conversion of £1,921,000 million of historic accrued loan interest into equity in Disposable Cubicle Curtains Limited (t/a
Hygenica) was not a cash transaction.
12
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Annual Financial Report 2025
Realised gain/ Realised gain
Market value Disposal (loss) against during
Cost 01/03/24 proceeds cost the year
Disposals £’000 £’000 £’000 £’000 £’000
Lupa Foods Limited 646 3,361 5,043 4,397 1,682
Blis Global Ltd – – 329 329 329
Buckingham Gate Financial
Services Limited – 150 155 155 5
Zoovu Limited (t/a SmartAssistant) 847 – – (847) –
Total 1,493 3,511 5,527 4,034 2,016
Total disposal proceeds of £5,527,000 as shown above is higher than that shown in the Statement of Cash Flows of
£4,568,000. The difference arises due to a contingent proceeds debtor of £959,000 held at the year end.
The figure for realised gain during the year as shown above of £2,016,000 is higher than that shown in the Income Statement of
£2,001,000 due to a contingent proceeds debtor of £15,000 held at the previous year end.
13
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Annual Financial Report 2025
Investment Portfolio
The following investments were held at 28 February 2025:
Valuation
movement in
Venture capital investments Cost Valuation year % of portfolio
(by value) £’000 £’000 £’000 by value
Picasso Labs, Inc. (t/a CreativeX) 4,546 11,942 1,529 7.7%
Luxury Promise Limited 6,020 9,250 (802) 5.9%
MPB Group Limited 1,194 7,051 1,655 4.5%
Gorillini NV (t/a Gorilla) 2,886 6,406 (405) 4.1%
Social Value Portal Ltd 2,660 6,256 600 4.0%
Dash Brands Ltd 3,282 5,179 531 3.3%
Utilis Israel Ltd (t/a Asterra) 2,144 5,072 3 3.3%
Infinity Reliance Limited (t/a My 1st Years) 2,769 5,042 223 3.2%
Second Nature Healthy Habits Ltd 3,842 4,865 1,023 3.1%
Papier Ltd 4,703 4,703 – 3.0%
Litta App Limited 2,053 4,587 1,653 2.9%
WS HoldCo, PBC (t/a WiredScore) 3,494 3,441 3 2.2%
Dealroom.co B.V. 2,140 3,060 46 2.0%
Moonshot CVE Ltd 1,502 3,038 515 1.9%
Arctic Shores Limited 2,909 2,928 – 1.9%
Access Systems, Inc. (t/a AccessPay) 1,783 2,895 607 1.9%
Farmer J Limited 1,829 2,754 925 1.8%
Litchfield Media Limited* 1,420 2,574 (59) 1.7%
Not Another Beer Co Ltd (t/a Lucky Saint) 2,202 2,554 234 1.6%
DeepCrawl Holding Company, Inc. (t/a Lumar) 4,033 2,366 (2,437) 1.5%
Chattermill Analytics Limited 2,199 2,199 – 1.4%
Been There Done That Global Limited 3,149 2,049 (166) 1.3%
Doctify Limited 1,778 2,032 255 1.3%
Enternships Limited (t/a Learnerbly) 1,575 1,575 – 1.0%
Stylescape Limited (t/a EDITED) 1,500 1,500 – 0.9%
True Communication Technologies Ltd (t/a VRAI) 1,168 1,411 243 0.9%
YardLink Ltd 2,319 1,332 (988) 0.9%
Simplestream Limited** 690 1,240 – 0.8%
EMS Operations Ltd (t/a Archdesk) 2,521 1,150 (906) 0.7%
Honeycomb.TV Limited* 1,100 1,100 452 0.7%
Plum Limited (t/a Plum Guide) 2,850 1,095 (27) 0.7%
As at 28 February 2025
14
Annual Financial Report 2025
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 14
15
Annual Financial Report 2025
Valuation
movement
Venture capital investments Cost Valuation in year % of portfolio
(by value) £’000 £’000 £’000 by value
Andcrafted Ltd (t/a Plank Hardware) 1,087 1,087 – 0.7%
Iceberg Data Lab SAS 1,061 1,021 (40) 0.7%
Rapid Charge Grid Limited* 933 986 72 0.6%
Mothership Drinks Ltd (t/a MOTH) 887 874 (89) 0.6%
DeepStream Technologies Limited 2,744 872 (640) 0.6%
Andersen EV plc (formerly EVIOS plc) 600 714 114 0.5%
Sannpa Limited (t/a Fnatic) 6,718 713 (8,742) 0.5%
ZenCity Technologies Ltd (formerly Commonplace
Digital Limited) 1,870 424 (233) 0.3%
Mojo Men Ltd 375 375 – 0.2%
94,535 119,712 (4,851) 76.8%
Other venture capital investments 19,625 1,094 (916) 0.7%
Total venture capital investments 114,160 120,806 (5,767) 77.5%
Cash at bank and current asset investments 35,061 22.5%
Total investments 155,867 100.0%
Valuation movement in the year excludes the cost of investments made in the year. Other venture capital investments at
28 February 2025 comprise:
CG Hero Ltd, Disposable Cubicle Curtains Limited (t/a Hygenica)**, Cogora Group Limited**, Vigilant Applications Limited*,
NowVertical Group, Inc, Festicket Ltd, Poq Studio Ltd, Dryden Holdings Limited*†, InContext Solutions Limited, Lantum Limited,
Senselogix Limited, and Whistle Sports, Inc*.
* Non-qualifying investment
** Partially non-qualifying investment
† Investee company 100% owned by the Company but not consolidated as held exclusively for resale as part of an investment
portfolio.
All venture capital investments are unquoted.
All venture capital investments are registered in England and Wales except for Access Systems, Inc. (t/a AccessPay), DeepCrawl
Holding Company, Inc. (t/a Lumar), InContext Solutions, Inc. , NowVertical Group, Inc., Picasso Labs, Inc. (t/a CreativeX), Whistle
Sports, Inc., WS HoldCo, PBC (t/a WiredScore), which are Delaware registered corporations in the United States of America, Utilis
Israel Limited (t/a Asterra), which is registered in Israel, Dealroom.co B.V., which is registered in the Netherlands and Gorillini NV
(t/a Gorilla), which is registered in Belgium.
15
Annual Financial Report 2025
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 15
Annual Financial Report 2025
Review of Investments
Cost: £4,546,000
Investment comprises:
Preference shares: £4,546,000
Unaudited accounts: 31/12/24 31/12/23
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £11,942,000
Valuation at 29/02/2024: £10,412,000
Dividend income: £–
Loan note income: £–
Equity/Voting Rights held by Company: 13.4% /15.0%
Equity/Voting Rights held by Investment Manager: 20.0%/22.4%
Picasso Labs, Inc. (t/a CreativeX)
www.creativex.com
CreativeX is a provider of marketing technology software for brand excellence –
its platform is used by global brands including Google, Samsung, and Pepsi.
Luxury Promise Limited
www.luxurypromise.com
Luxury Promise is a platform to buy and sell pre-owned luxury handbags and
accessories, featuring brands including Chanel, Hermès, and Louis Vuitton.
MPB Group Limited
www.mpb.com
MPB is an online marketplace for high quality, pre-owned photography and
videography equipment.
Cost: £6,020,000
Investment comprises:
Preference shares: £5,238,000
Loan Notes: £782,000
Audited accounts: 31/12/23 31/12/22
Turnover: £21.8m £22.1m
Loss before tax: £0.1m £0.1m
Net assets: £0.8m £4.8m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £9,250,000
Valuation at 29/02/2024: £10,052,000
Dividend income: £–
Loan note income £62,595
Equity/Voting Rights held by Company: 17.4%/19.1%
Equity/Voting Rights held by Investment Manager: 34.4%/37.6%
Cost: £1,194,000
Investment comprises:
Preference shares: £1,194,000
Audited accounts: 31/03/24 31/03/23
Turnover: £172.6m £136.8m
Loss before tax: £8.2m £9.0m
Net assets: £23.9m £20.0m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £7,051,000
Valuation at 29/02/2024: £5,396,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 2.3%/2.5%
Equity/Voting rights held by Investment Manager: 6.0%/6.6%
16
As at 28 February 2025
Further details of the ten largest unquoted investments (by value) are set out below. Where financial performance detail is
marked as ‘Not available’, this means that it is not publicly available and cannot be published here for confidentiality reasons.
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 16
Gorillini NV (t/a Gorilla)
www.gorilla.co
Gorilla offers a cloud-based data processing platform enabling energy and
utilities to make better decisions with data.
Annual Financial Report 2025
Cost: £2,886,000
Investment comprises:
Preference shares: £2,886,000
Unaudited accounts: 31/12/24 31/12/23
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £6,406,000
Valuation at 29/02/2024: £6,205,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 9.4%/10.8%
Equity/Voting rights held by Investment Manager: 25.8%/22.6%
Cost: £2,660,000
Investment comprises:
Preference shares: £2,660,000
Unaudited accounts: 31/12/22 31/12/21
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets/(liabilities): £0.3m £(3.4)m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £6,256,000
Valuation at 29/02/2024: £5,538,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 13.5%/14.5%
Equity/Voting rights held by Investment Manager: 26.0%/28.7%
Social Value Portal Ltd
www.socialvalueportal.com
Social Value Portal is a platform for measuring, monitoring and
analysing social impact that supports more than 16,000 users.
17
Dash Brands Ltd
www.dash-water.com
DASH is a zero-sugar, zero-calorie seltzer company known for
infusing wonky fruit in its drinks.
Cost: £3,282,000
Investment comprises:
Preference shares: £3,282,000
Unaudited accounts: 31/12/23 31/12/22
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: £10.1m £2.7m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £5,179,000
Valuation at 29/02/2024: £4,649,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 7.9%/8.8%
Equity/Voting rights held by Investment Manager: 14.4%/16.0%
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 17
Infinity Reliance Limited (t/a My 1st Years)
www.my1styears.com
My 1st Years is an e-commerce site for personalised items for babies and children,
with products from their Royal Range having been worn by Prince George.
DeepCrawl Holding Company, Inc. (t/a Lumar)
www.lumar.io
Lumar, formerly Deepcrawl, is a website intelligence platform used by the world’s
best-known enterprise brands, including eBay, Microsoft, and PayPal.
Annual Financial Report 2025
Review of Investments (cont.)
Cost: £2,769,000
Investment comprises:
Preference shares: £2,769,000
Audited accounts: 31/12/23 31/12/22
Turnover: £21.0m £18.8m
Profit before tax: £2.9m £1.1m
Net assets: £9.1m £6.2m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £5,042,000
Valuation at 29/02/2024: £4,819,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 10.9%
Equity/Voting rights held by Investment Manager: 29.0%
Cost: £3,842,000
Investment comprises:
Preference shares: £3,842,000
Audited accounts: 31/12/23 31/12/22
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: £1.1m £1.4m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £4,865,000
Valuation at 29/02/2024: £3,842,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 11.5%/12.6%
Equity/Voting rights held by Investment Manager: 17.9%/19.6%
18
Utilis Israel Ltd (t/a ASTERRA)
www.asterra.io
Asterra harnesses satellite data to spot water leaks and damage to
infrastructure around the world.
Cost: £2,144,000
Investment comprises:
Preference shares: £2,144,000
Unaudited accounts: 31/12/24 31/12/23
Turnover: Not available Not available
Profit/(Loss) before tax: Not available Not available
Net assets: Not available Not available
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £5,072,000
Valuation at 29/02/2024: £5,069,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 9.2%/10.8%
Equity/Voting rights held by Investment Manager: 16.9%/19.8%
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 18
Papier Ltd
www.papier.com
Papier is an online personalised stationary retailer, specialising in
unique curated collections.
Cost: £4,703,000
Investment comprises:
Preference shares: £4,703,000
Unaudited accounts: 29/04/23 30/04/22
Turnover: £22.4m £20.8m
Loss before tax: £11.1m £5.7m
Net assets: £9.0m £18.9m
Valuation method: Discounted revenue multiple
Valuation at 28/02/2025: £4,703,000
Valuation at 29/02/2024: £4,703,000
Dividend income: £–
Loan note income: £–
Equity/Voting rights held by Company: 7.0%/7.8%
Equity/Voting rights held by Investment Manager: 10.5%/11.7%
Annual Financial Report 2025
19
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 19
Annual Financial Report 2023
20
Annual Financial Rep
ort 2025Annual Financial Report 2023Annual Financial Report 2023Annual Financial Report 2023Annual Financial Report 2023Annual Financial Report 2023Annual Financial Report 2023Annual Financial Report 2023Annual Financial Report 2023Annual Financial Report 2023Annual Financial Report 2022
Review of Investments (cont.)
20
Analysis of Investments by Commercial Sector
An analysis of the portfolio by sector and valuation methodology (based on valuation) is set out below:
Portfolio by
Sector
Media 5%
(2024: 12%)
Healthcare 6%
(2024: 5%)
Business Services 28%
(2024: 24%)
SaaS 25%
(2024: 25%)
Consumer/E-Commerce 32%
(2024: 28%)
Other 3%
(2024: 3%)
Manufacturing 1%
(2024: 0%)
Wholesaler 0%
(2024: 3%)
Portfolio by
Valuation
Methodology
Net asset value 3%
(2024: 2%)
Price of recent
transaction 0%
(2024: 15%)
Discounted EBITDA
multiple 1%
(2024: 4%)
Discounted
revenue
multiple 94%
(2024: 76%)
Bid price 0%
(2024: 0%)
Price of recent offer 0%
(2024: 1%)
Discounted
cashflow 0%
(2024: 2%)
Market Approach 2%
(2024: 0%)
Annual Financial Report 2025
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 20
21
Annual Financial Report 2025
ESG
Report
The Company feels it is important to highlight the
work being delivered by the Investment Manager to
ensure that the ProVen VCTs and the portfolio
companies are embracing environmental, social, and
governance (ESG) best practices.
Supporting the portfolio: VentureESG
In 2021, the Manager founded ESG_VC, a network of more
than 250 venture capital firms that works together to help
early-stage companies to measure and improve their ESG
performance. Over the subsequent four years, ESG_VC grew
to become one of the world’s leading initiatives focused on
sustainability in the venture capital industry.
In January 2025, ESG_VC merged with VentureESG, a sister
organisation focused on embedding ESG within venture
capital firms and limited partners. Given its role in building
ESG_VC, the Manager plays an active role in leading the
combined entity and Henry Philipson, Director of Marketing
and Communications at Beringea, sits on the Council of
VentureESG. The network of investment firms involved in
VentureESG worldwide numbers more than 600.
The Manager’s leadership role within VentureESG provides it
with the expertise, network, and influence to drive value
within portfolio companies through ESG, while also
establishing its credibility within sustainability and
climatetech, areas that have attracted substantial venture
capital investment in recent years.
Through the Manager’s work ESG_VC and now VentureESG,
the ProVen VCTs’ portfolio companies are able to access free
support for analysing, tracking, and improving their ESG
performance. This support is structured around three main
areas of activity:
• Measurement framework: ESG_VC benchmarking
performance using the ESG_VC Measurement
Framework – a standardised framework for measuring
ESG within venture-backed business that was
developed in partnership with Social Value Portal, a
member of the ProVen VCTs’ portfolio. The framework
asks companies to respond to 44 metrics spanning
environmental, social, and governance factors – in turn,
companies receive a benchmark of their ESG
performance and a set of targets for improving their ESG
score.
• Educational events: portfolio companies are provided
with access to a regular calendar of webinars that
educate businesses and investors about specialist ESG
topics – across the past year, sessions accessed by the
portfolio companies of the ProVen VCTs have provided
training on issues such as driving efficiency and growth
through sustainability, and carbon accounting.
• Online resources: portfolio companies are provided
with access to a bank of online resources, ranging from
standardised policies to recommendations on suppliers
and consultants, that portfolio companies can use to
embed new processes and technologies to support
their ESG performance.
The Manager has integrated ESG benchmarking into its
investment monitoring processes. Companies are required
to complete the framework upon securing investment from
the ProVen VCTs, providing a benchmark of ESG
performance for the portfolio company and the Manager. This
benchmark is used to highlight areas of strength and
weakness, as well as potential areas for improvement, and
portfolio companies are guided to relevant resources and
events from VentureESG.
Companies within the ProVen VCTs’ portfolio are also
expected to complete the ESG_VC Measurement Framework
annually, as part of ongoing portfolio monitoring. In total,
31 portfolio companies completed the framework in the latest
reporting cycle in early 2025, providing the Manager and the
ProVen VCTs with valuable insights into the ESG
performance of individual investments and trends across the
portfolio.
Annual Financial Report 2025
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 21
LUPA FOODS
Annual Financial Report 2025
Case study: Lupa Foods – Sustainability’s
role in creating value
In January 2025, the ProVen VCTs realised their investment
in Lupa Foods, an importer and distributor of fine foods. Lupa
Foods was acquired by Geia Foods, a leading Nordic food
group.
Geia Foods highlighted the value that it saw in Lupa Foods’
commitment to sustainability. Its announcement of the
acquisition noted that “the business is also deeply
committed to sustainability, and this underscores its
dedication to minimizing environmental impact while
delivering value to its customers for generations to come.”
This emphasises the increasing role that sustainability and
ESG can play in driving value within portfolio companies and
making them attractive to potential acquirors. Key initiatives
delivered by Lupa Foods to strengthen its operations and
positioning on sustainability included:
• Developing a robust plan to achieve net zero by 2050
• Conducting a thorough analysis of its carbon emissions
using a third-party auditor
• Ensuring no food waste generated through its
operations would enter landfill
As part of these efforts, Lupa Foods was supported by the
Manager to adopt the ESG_VC Measurement Framework,
and it generated more than a 10% uplift in its performance
between the reporting cycles of 2022 and 2023.
Internal initiatives: ESG at Beringea
The Manager has also established an internal ESG
committee to ensure that its wider operations are tracking
and strengthening the firm’s approach to sustainability,
diversity, community engagement, and corporate
governance.
The Manager also has a longstanding commitment to
tracking and improving its approach to diversity and
inclusion. As part of this work, the firm has regularly taken
interns from programmes that support access to jobs in
financial services for young people from under-represented
backgrounds. This year, it is working with the 10,000 Black
Interns programme, which provides paid internships for Black
students and graduates.
External initiatives:
Supporting the ecosystem
As well as its leadership role within VentureESG, the Manager
has participated in several industry initiatives that seek to
improve sustainability, diversity, and governance through the
venture capital ecosystem. This includes being a signatory to
the Investing in Women Code, an initiative led by the British
Business Bank that tracks diversity across the investment
activity of the UK’s venture capital firms.
22
ESG Report (cont.)
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 22
Annual Financial Report 2025
Board of Directors
23
Marc Vlessing OBE
CHAIR
Marc started his career as a corporate financier with County
NatWest in 1984. In 1991, he set up his own management
consultancy specialising in the media sector. In 1997 he
became Chief Executive of one of London’s largest groups of
theatres, cinemas and TV companies (Crescent
Entertainment). Subsequently, he became Chief Executive of
First Call International. He is co-founder and until recently
was CEO of Pocket Living which he now Chairs, the first
private developer in London to specialise in helping hard-
working city makers, on low to moderate incomes, own or
rent their first home with backing from the Mayor of London
and Related Companies in New York. Marc has been a
Director of the Company since October 2002.
Malcolm Moss
NON-EXECUTIVE DIRECTOR
Malcolm is a Founding Partner of Beringea LLP. Over the last
30 years he has been responsible for the growth, development
and management of Beringea in both the UK and the USA. In
addition to sitting on the boards of ProVen VCT plc and ProVen
Growth and Income VCT plc, he sits on the investment
committees of Beringea Group’s US funds. Malcolm, who was
appointed a Director of the Company in December 2007, will
step down from the Board with effect from 15 July 2025 and
therefore will not be offering himself for re-election at this year’s
AGM. Malcolm will continue in his role with Beringea LLP.
Natasha Christie-Miller
NON-EXECUTIVE DIRECTOR
Natasha was President/CEO of Ascential Intelligence for six years, a
portfolio of digital intelligence brands including WGSN, the world’s
leading trend forecaster, Groundsure, the UK’s top environmental data
supplier for conveyancers, and the festival business Money20/20 at
Ascential plc, the global information company. Prior to that she was
CEO of Emap from 2010 to 2015. She started her career in sales and
led the commercial teams on consumer brands such as Elle, Red
and the EMAP parenting portfolio. Natasha has a long history of
growing B2B businesses and selling them to strategic or private
equity buyers. Natasha is Chairwoman of Sifted, a Financial Times
and PE backed media business for start ups, on the Board of Proven
Growth and Income Plc and a Trustee of Just Like Us. Natasha is
currently an advisor to a number of businesses including TED
Conferences LLC, The Economist, Moonshot and Walking On Earth.
Natasha was appointed a Director of the Company in August 2011.
Anna Kuriakose
NON-EXECUTIVE DIRECTOR
Anna is a seasoned Tech industry executive with 25 years of
experience building and scaling companies globally. She is currently
Chief Product Officer at SumUp, a global fintech, and was previously
Director of Product Management at Meta (formerly Facebook). She
has held executive roles at both early-stage startups (Evrythng,
AlertMe, Monitise) and mature companies (JustGiving, TotallyMoney).
Anna is also the founder of ScaleUp Lean, an advisory business
offering strategy consultancy to tech businesses. Anna was
appointed a Director of the Company in November 2019.
With the exception of Malcolm Moss, all Directors are
independent of the Investment Manager.
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:08 Page 23
Annual Financial Report 2023Annual Financial Report 2025Annual Financial Report 2023Annual Financial Report 2023Annual Financial Report 2023
Strategic
Report
The Directors present the Strategic Report for the
year ended 28 February 2025. The Board prepared
the Annual Report & Accounts in accordance with
the Companies Act 2006 (Strategic Report and
Directors’ Reports) Regulations 2013.
Principal Objectives and Strategy
The Company’s investment objective is to achieve long-term
returns greater than those available from investing in a
portfolio of quoted companies, by investing in:
• a portfolio of carefully selected qualifying investments in
small and medium sized unquoted companies with
excellent growth prospects; and
• a portfolio of non-qualifying investments permitted for
liquidity management purposes,
within the conditions imposed on all VCTs, and to minimise
the risk of each investment and the portfolio as a whole.
The Company has been approved by HM Revenue and
Customs (“HMRC”) as a Venture Capital Trust in accordance
with Part 6 of the Income Tax Act 2007 and, in the opinion of
the Directors, the Company has conducted its affairs so as to
enable it to continue to maintain approval. Approval for the
year ended 28 February 2025 is subject to review should
there be any subsequent enquiry under corporation tax self-
assessment.
The Directors consider that the Company was not, at any
time, up to the date of the Annual Report & Accounts, a close
company for the purpose of the Income Tax Act 2007.
Business Model
The business acts as an investment company, investing in a
portfolio of carefully selected smaller companies. The Company
operates as a Venture Capital Trust to ensure that its
Shareholders can benefit from tax reliefs available and has
outsourced the portfolio management and administration
duties.
Business Review and Developments
The Company began the year with £126.0 million of venture
capital investments and ended with £120.8 million spread
over a portfolio of 53 companies. Of these companies,
45 investments with a value of £116.0 million were VCT
qualifying (or part qualifying).
The loss on ordinary activities after taxation for the year was
£5.8 million, comprising a revenue profit of £0.5 million and a
capital loss of £6.3 million. The Ongoing Charges ratio (which
is calculated in line with the AIC methodology as recurring
operational expenses excluding performance fees, trail
commission and recoverable VAT divided by the Company’s
average net assets in the period) is an Alternative
Performance Measure used by the Board to monitor
expenses. Recurring operational expenses for the year
ended 28 February 2025, excluding trail commission of
£128,000, were £4,035,000, and the average net assets over
the year were £163,795,000. Therefore, the Ongoing Charges
ratio in respect of the year ended 28 February 2025 was
2.5% (2024: 2.4%) and was within the Company’s cap of
2.9%. Further Key Performance Indicators are highlighted on
page 28 of this Report.
The Company’s business review and developments during
the year are reviewed further within the Chair’s Statement,
Investment Manager’s Review and Review of Investments.
Investment Policy
Investment objective
The Company’s investment objective is to achieve long term
returns greater than those available from investing in
portfolios of quoted companies, by investing in:
• portfolios of carefully selected qualifying investments in
small and medium sized unquoted companies with
excellent growth prospects; and
• portfolios of non-qualifying investments permitted for
liquidity management purpose.
Investments will be made within the conditions imposed on
all VCTs, and aim to minimise the risk of each investment and
the portfolio as a whole.
24
Annual Financial Report 2025
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:09 Page 24
FARMER J
The investment policy covers several areas as follows:
Qualifying investments
The Company seeks to make investments in VCT qualifying
companies with the following characteristics:
• a strong, balanced and well-motivated management
team with a proven track record of achievement;
• a defensible market position;
• good growth potential;
• an attractive entry price for the Company; and
• a clearly identified route for a profitable realisation within
a three- to four-year period.
The Company invests in companies at various stages of
development, including those requiring capital for expansion,
but not in start-ups or management buy-outs or businesses
seeking to use funding to acquire other businesses.
Investments are spread across a range of different sectors.
Other investments
Funds not invested in qualifying investments may be invested
in non-qualifying investments permitted for liquidity
management purposes, which include cash, alternative
investment funds (“AIFs”) and UCITS which may be redeemed
on no more than 7 days’ notice, or ordinary shares or securities
in a company that are acquired on a regulated market.
Borrowings
It is not the Company’s intention to have any borrowings.
The Company, does, however, have the ability to borrow a
maximum amount equal to the nominal capital of the
Company and its distributable and non-distributable reserves
which, at 28 February 2025, was equal to £156.8 million
(2024: £165.5 million). There are no plans for the Company to
borrow at the current time.
Maximum exposures
No investment will constitute more than 15% of the
Company’s portfolio by value at the time of investment.
UK Listing Rules
In accordance with the UK Listing Rules:
(i) the Company may not invest more than 10%, in aggregate,
of the value of the total assets of the Company at the time an
investment is made in other listed closed ended investment
funds except listed closed-ended investment funds which
have published investment policies which permit them to
invest no more than 15% of their total assets in other listed
closed-ended investment funds;
(ii) the Company must not conduct any trading activity which
is significant in the context of the Company; and
(iii) the Company must, at all times, invest and manage its
assets in a way which is consistent with its objective of
spreading investment risk and in accordance with its
published investment policy set out in this Report. This
investment policy is in line with Chapter 11 of the Listing Rules
and Part 6 Income Tax Act 2007.
25
Annual Financial Report 2025
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Strategic Report (cont.)
Venture Capital Trust Regulations
The Company has engaged Philip Hare & Associates LLP to advise it on compliance with VCT requirements, including
evaluation of investment opportunities as appropriate and regular review of the portfolio. Although Philip Hare & Associates
LLP works closely with the Investment Manager, they report directly to the Board.
Compliance with the main VCT regulations as at 28 February 2025 and for the year then ended is summarised as follows:
(i) the Company holds at least 80 per cent. of its investments in qualifying companies (as defined by Complied
Part 6 of the Income Tax Act 2007);
(ii) at least 70 per cent. in the case of funds raised after 5 April 2011 of the Company’s qualifying investments Complied
(by value) are held in “eligible shares” – (“eligible shares” generally being ordinary share capital);
(iii) the Company’s ordinary share capital has throughout the period been listed on a regulated European Complied
market;
(iv) no investment in a company constitutes more than 15 per cent. of the Company’s portfolio Complied
(by value at time of investment);
(v) the Company’s income for each financial year is derived wholly or mainly from shares and securities; Complied
(vi) the Company distributes sufficient revenue dividends to ensure that not more than 15 per cent. of the Complied
income from shares and securities in any one year is retained;
(vii) the Company has not made a prohibited payment to Shareholders derived from an issue of shares Complied
since 6 April 2014;
(viii) no investment made by the Company causes an investee company to receive more than the permitted Complied
investment from State Aid sources (including from VCTs);
(ix) since 18 November 2015, the Company has not made an investment in a company which exceeds Complied
the maximum permitted age requirement;
(x) the funds invested by the Company in another company since 18 November 2015 have not been used Complied
to make a prohibited acquisition;
(xi) since 6 April 2016, the Company has not made a prohibited non-qualifying investment; and Complied
(xii) of funds raised on or after 1 March 2019, at least 30% has been invested in qualifying holdings by the Complied
anniversary of the end of the accounting period in which the shares were issued.
Annual Financial Report 2025
26
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Annual Financial Report 2025
Investment Management and
Administration Fees
Beringea provides investment management services to the
Company for an annual fee of 2.0% of the net assets per
annum. Beringea is also entitled to receive performance
incentive fees as described below. The investment
management agreement is terminable by either party at any
time by one year’s prior written notice. The total fees relating
to this service amounted to £3,312,000 (2024: £3,192,000),
comprising management fees only. No performance
incentive fees are payable in the current year, nor were they
payable in the prior period. No fees were outstanding at year
end.
The Board is satisfied with Beringea’s approach and
procedures in providing investment management services to
the Company. The Directors have therefore concluded that
the continuing appointment of Beringea as Investment
Manager remains in the best interests of Shareholders.
Throughout the year ended 28 February 2025, Beringea also
provided administration services to the Company. In the year,
total administration fees amounted to £206,000 (2024:
£114,000).
The annual running costs (excluding any performance fees
payable) of the Company are subject to a cap of 2.9% of the
Company’s net assets at the end of the year. Any running
costs in excess of this are borne by Beringea.
Beringea also received arrangement fees in respect of
investments made by the Company and other VCTs
managed by Beringea totalling £107,000 (2024: £196,000)
and monitoring fees of £663,000 (2024: £563,000) during
the year ended 28 February 2025. These fees are payable by
the investee companies into which the Company invests and
are not a direct liability or expense of the Company.
Performance Incentive Fees
The Investment Manager is entitled to receive an annual
performance incentive fee in respect of the shares in issue at
29 February 2012 (the “Original Offer”) and each share offer
made by the Company since the Original Offer (each being a
“Relevant Offer”), if the Performance Value of the Relevant
Offer achieves a Hurdle Amount.
The “Performance Value” is calculated annually based on the
latest annual audited NAV, plus cumulative dividends and any
previous performance fees paid in respect of the Relevant
Offer since 29 February 2012.
The “Hurdle Amount” is represented by the higher of: (i)
1.25 times the initial share offer NAV; and (ii) the initial share
offer NAV compounded by the annual Bank of England base
rate plus 1%. Please note the hurdle amount for the Original
Offer is calculated differently but based on similar principles.
For each Relevant Offer, if the Hurdle Amount is not met, no
performance incentive fee will be payable. Once the Hurdle
Amount has been met, the performance incentive fee
payable in relation to a financial year is 20% of the amount by
which the Performance Value exceeds the initial NAV of the
Relevant Offer, less any performance fees paid previously.
Performance fees will be reduced, if necessary, to ensure
that i) the cumulative performance fee per share payable to
the Investment Manager in respect of a Relevant Offer does
not exceed 20% of the relevant cumulative dividends paid in
respect of that share; ii) the cumulative performance fee per
share payable to the Investment Manager in respect of a
Relevant Offer does not exceed 50% of the amount by which
the Relevant Offer Performance Value exceeds the Relevant
Offer Hurdle; and iii) the audited net asset value per share at
the relevant financial year end plus the relevant cumulative
dividends is at least equal to the relevant respective Hurdle
Amount.
Performance fees for the year ended 28 February 2025
amounted to £nil (2024: £nil).
27
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Annual Financial Report 2025
Strategic Report (cont.)
Key Performance Indicators
At each Board meeting, the Directors consider a number of
performance measures to assess the Company’s success in
meeting its objective of delivering long-term returns. Some of
these are classified as alternative performance measures
(“APMs”) in line with Financial Reporting Council (“FRC”)
guidance. The Board believes the Company’s key
performance indicators are:
• total return (net asset value plus dividends paid since
launch)*;
• dividends paid and the dividend yield*;
• change in net asset value per share (adjusted for
dividends paid in the year)*;
• ongoing charges ratio* (see page 24); and
• VCT compliance (see page 26).
*Classified as an APM.
The total return is calculated by the net asset value per share
plus the cumulative dividends paid to date. This is a
performance measure of the fund and used to evaluate the
total value generated for Shareholders. The graph shows the
total return over the last five years and is split between the
net asset value and the cumulative dividends paid.
The following table shows the total return, annual return
shown as the movement in net asset value per share
(adjusted for dividends paid in the year), dividends paid in
respect of each year and the dividend yield.
28/02/21 28/02/22 28/02/23 29/02/24 28/02/25
Last 5 Years Total Return
NAV
Dividends Paid
40
50
60
70
80
90
100
110
120
130
140
28
28/02/2021 28/02/2022 28/02/2023 29/02/2024 28/02/2025
Total return (p) 129.2 138.0 129.6 133.1 131.4
Change in net asset value per share
(adjusted for dividends paid in the year)
1
Opening NAV per share (p) 58.6 61.5 67.3 54.2 54.7
Closing NAV per share (p) 61.5 67.3 54.2 54.7 50.2
(Decrease)/increase in NAV per share (p) 2.9 5.8 (13.1) 0.5 (4.5)
Dividends paid per share in the year (p) 3.3 3.0 4.75 3.0 2.75
(Decrease)/increase in NAV per share
(adjusted for dividends paid in the year) (p) 6.2 8.8 (8.35) 3.5 (1.75)
(Decrease)/increase in NAV per share
(adjusted for dividends paid in the year) 10.6% 14.3% (12.4)% 6.5% (3.2)%
Dividends
Opening NAV per share (p) 58.6 61.5 67.3 54.2 54.7
Less final/special dividend(s) paid per
share in relation to prior year (p) 1.75 1.5 3.25 1.75 1.50
Adjusted opening NAV per share (p) 56.85 60.0 64.05 52.45 53.2
Dividends paid and payable in respect of year (p) 3.00 4.75 3.25 2.75 2.75
Dividend yield
2
5.3% 7.9% 5.1% 5.2% 5.2%
1
Calculated as the change in total return in the year divided by the opening net asset value.
2
Calculated as the total dividends paid in respect of the financial year divided by the opening net asset value, adjusted for the final dividend paid in respect of the
previous year.
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Annual Financial Report 2025
The change in net asset value per share (adjusted for
dividends paid in the year) is defined as an APM and the Board
considers it to be the primary measure of shareholder value.
The dividends per share are also set out in Note 7 on page 69.
As discussed on page 24, the ongoing charges ratio for the
year of 2.5% is within the ongoing charges cap of 2.9%. The
Company has also maintained compliance with VCT
regulations throughout the period, as shown on page 26.
The key performance indicators are discussed further in the
Chair’s Statement on pages 4 to 7 and the Investment
Manager’s Review on pages 8 to 11.
Risks and Risk Management
The principal financial risks faced by the Company, which include
market risks, credit risk and liquidity risk, are summarised in
Note 15 of the financial statements.
The Board carries out a regular review of the risk environment
in which the Company operates, and reviews the mitigating
controls and actions applicable to those risks. In the period
under review, a number of principal risks remain heightened
due to destabilising world events, in particular the changes in
US Government policy and the continued wars in the Middle
East and Ukraine, as well as potentially slower than expected
economic growth and relative high interest rates and
continued high cost of living. The full impacts of these risks are
likely to continue to be uncertain for some time.
Emerging Risks
The Board also discusses emerging risks as they arise and puts
in place appropriate procedures to monitor and, where possible,
mitigate the effects of these emerging risks on the Company
and the portfolio. The following are some of the potential
emerging risks the Investment Manager and the Board are
currently monitoring:
• adverse changes in the global macroeconomic
environment such as slower than expected global growth
and increased uncertainty due to factors like rising
geopolitical risk and trade barriers can lead to reduced
demand and disrupt global supply chains; and
• geo-political instability such as changing US Government
policy and the impact of US tariffs on global trade as well as
the ongoing conflicts in the Middle East and Ukraine can
create uncertainty, disrupt global markets and create market
volatility.
Principal Risks
Risk Mitigation Change during period
No change.
The Directors place reliance on the Investment
Manager’s experience and expertise in adding new
companies to the portfolio. The Investment Manager
has a rigorous and robust formal process for selecting
new companies. This process includes financial and
legal due diligence, and review by an Investment
Committee made up of senior investors. It also draws
on the expertise of the Directors. Once invested, a
member of the Manager’s team is usually appointed
to the board of each portfolio company and the
Manager supports portfolio companies development,
as well as responding to market changes, through the
Portfolio Value-Add Initiatives. The Board reviews the
investment portfolio and its performance at least on a
quarterly basis.
Investment risk
By nature, companies that
qualify for venture capital trust
purposes have a higher level
of risk than larger quoted
companies and poor
performance could reduce
returns for Shareholders
through downward valuations.
VCT qualification monitoring reports are prepared by the
Administration Manager and approved by the Board on a
quarterly basis. Twice a year the Company’s VCT status
adviser reports to the Audit Committee in relation to
compliance with the VCT legislation. The report for the
year ended 28 February 2025 showed compliance with
all aspects of the VCT regulations as summarised on
page 26. The Investment Manager regularly liaises with
the Company’s VCT status adviser in relation to VCT
qualification on individual investments and addresses any
recommended actions to ensure compliance.
VCT qualifying status
A breach of the VCT rules and
loss of approval as a VCT
could lead to Shareholders
losing tax benefits associated
with VCT investments.
No change. Remains
heightened by continued
economic and geopolitical
disruption referred to above.
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:09 Page 29
30
Annual Financial Report 2025
Risk Mitigation Change during period
No change.
Valuation
The companies within the
portfolio are valued in
accordance with the
International Private Equity
and Venture Capital (IPEV)
guidelines but establishing
fair value can be difficult and
is reliant on the accuracy and
completeness of information
provided.
The unquoted investment valuations are prepared by
the Investment Manager and agreed by the Board on
a quarterly basis although new valuations may be
prepared and agreed as required in the event of a
material movement in the valuations.
The Investment Manager ensures that it hires suitably
qualified members of staff who are experienced with
regulatory requirements and relevant accounting
standards and the Investment Manager and the
Company Secretary have procedures in place to
ensure recurring Listing Rules requirements are met.
Legislative and regulatory developments are kept
under review with the Company’s solicitor and
specialist compliance consultants. The Investment
Manager is also a member of the Venture Capital
Trust Association which engages with the
Government to help shape future legislation.
Legislative and Regulatory
The Company operates in a
complex regulatory
environment, failure to comply
could lead to suspension
from the Stock Exchange,
penalties and damage to the
Company’s reputation. A
change in VCT regulation
could also restrict the ability
for the Company to invest.
Economic
Economic changes such as
slower than expected growth,
changes in Government
policy as we all as global
macroeconomic factors
causing uncertainty could
affect trading conditions for
smaller companies and
consequently the value of the
Company’s qualifying
investments.
The Board and Investment Manager continuously
assess the resilience of the portfolio, and ongoing
discussions and planning are held with the portfolio
companies to provide assistance and support,
particularly during periods of economic uncertainly.
The Company has a clear investment policy (outlined
on pages 24 to 25) and a diversified portfolio
operating in a range of sectors which helps to
mitigate against sector specific impacts. Effective risk
management in times of economic uncertainty
ensures there is sufficient liquidity to cope with
unexpected pressures on the finances of the portfolio
and allows the Company to make follow-on
investments where suitable.
Increased. Remains
heightened by continued
economic and geopolitical
disruption referred to above. In
addition, in accordance with
the IPEV Guidelines, a number
of portfolio companies are
valued with reference to a
basket of public market
comparable companies which,
given the significant market
volatility, could produce an
inaccurate valuation.
No change, having been
reduced in 2024 following the
policy announced in the 2023
Autumn Statement by the
Government to extend the
“sunset clause”. This has now
been legislated for so that EIS
and VCT tax reliefs will
continue to be available until
5 April 2035.
Increased. Remains
heightened due to uncertainty
created by current global
macroeconomic environment
and ongoing geopolitical
risks.
Operational
The Company is reliant on a
number of third parties, in
particular the Investment
Manager, for management
and administration services.
Failure of the operational
systems and controls of third
parties could result in an
inability to provide accurate
reporting and monitoring.
The Investment Manager has a documented
business continuity plan, which provides for back-up
services in the event of a system breakdown. The
Investment Manager’s systems are protected against
viruses and other cyber-attacks and appropriate
insurances are maintained. The Board reviews the
performance of all service providers at least annually
and the Investment Manager conducts due diligence
on all new service providers to ensure that third
parties have adequate operational systems in place.
Strategic Report (cont.)
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31
Annual Financial Report 2025
Risk Mitigation Change during period
No change.
No change.
No change.
Cyber security & IT
Outsourcing and the increase
in remote working could give
rise to cyber and data security
risk. Failure in key IT systems
and controls might lead to
business interruption, loss of
data or loss of access to
systems.
The Investment Manager has significant
cybersecurity controls, including two factor
authentication, email protection software, monitored
firewalls and staff regularly receive training in relation
to their cybersecurity obligations. Due diligence is
conducted on service providers including a review of
controls, to reduce the risk of business interruption
due to insufficient cyber security controls of third
parties. The Investment Manager has cyber insurance
to ensure that financial liabilities are mitigated in the
event of a cyber-attack.
ESG
Failure to comply with current
and future requirements and
recommended practices
could result in reduced
investor attraction which may
affect the level of capital the
Company has available to
meet its investment
objectives.
The Investment Manager has further expanded its
initiatives focused on driving improved performance
across environmental, social and governance (“ESG”)
factors, both internally and across the portfolio. To
evaluate impact and improvement in its internal
operations, the Investment Manager has developed
an ESG committee responsible for assessing and
strengthening the firm’s approach to sustainability,
diversity and inclusion, and governance. Further
details of these initiatives and the Investment
Manager’s role in ESG_VC can be found in the ESG
Report on pages 21 to 22.
Foreign exchange
The Company has made a
number of its initial
investments in a foreign
currency; most often in Euros
or US Dollars.
Furthermore, some
companies may function, in
part, in a currency other than
GBP. The portfolio is therefore
exposed, to some extent, to
foreign exchange risk and
specifically that of transaction
risk and translation risk.
The Investment Manager and the Board regularly
review the exposure to foreign currency movement to
make sure the level of risk is appropriately managed.
Investments are primarily made in GBP, EUR and USD
so exposure is limited to a small number of
currencies. On realisation of investments held in
foreign currencies, cash is translated to GBP shortly
after receiving the proceeds to limit the amount of
time exposed to foreign currency fluctuations.
Liquidity
The Company invests in
smaller unquoted companies,
which are inherently illiquid as
there is no readily available
market for these shares.
Therefore, these may be
difficult to realise for their fair
market value at short notice.
The Company’s liquidity risk is managed by the
Investment Manager in line with guidance agreed with
the Board and is reviewed by the Board at regular
intervals. The Company always holds sufficient levels
of cash in order to meet expenses and other cash
outflows as required. For these reasons, the Board
believes that the Company’s exposure to liquidity risk
is minimal.
No change.
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Annual Financial Report 2025
Going Concern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has
adequate resources to continue in operational existence for
the twelve months from the date of signing off these financial
statements. In its assessment of the Company’s activities as
a going concern, the Board has reviewed the risks to future
performance as set out in the Strategic Report on pages 29
to 32, and considered the potential impacts of those risks on
the Company’s future ability to continue as a going concern.
The Company’s cash resources are currently healthy, and the
portfolio of investments is diverse and not reliant on any one
sector. All significant cash outflows, including dividends,
share buybacks and investments, are within the Company’s
control. Therefore the Board expects the Company to have
sufficient cash resources to withstand any reasonable stress
scenario, for example if the Company was unable to raise
further funds, and believes that it is appropriate to continue to
adopt the going concern basis of accounting in preparing
these financial statements.
Viability Statement
The Board has assessed the Company’s prospects over the
three-year period to 29 February 2028. A three-year period
has been considered appropriate as it broadly aligns with the
time frame during which the Investment Manager will be
required to invest 80% of the funds from the most recent
offer for subscription in qualifying investments.
In order to support this statement, the Board has carried out
a robust assessment of the principal and emerging risks
faced by the Company, as detailed above, including those
risks associated with the current economic and geopolitical
landscapes, and considered the availability of mitigating
factors.
The Board considers that the primary risk faced by the
Company is compliance with the VCT rules and although
there are a number of mitigating factors such as a robust
deal identification and diligence process, an experienced
investment team and consultation with the Company’s VCT
status advisers to ensure that investments made comply
with the VCT rules, these factors cannot mitigate the risk that
insufficient qualifying investments are identified to ensure
ongoing compliance with the VCT rules.
Accordingly, the amount required to invest in qualifying
holdings to maintain compliance with the VCT rules was a
major consideration in the Board’s analysis. Together with the
expected liabilities of the Company for the three years to
29 February 2028, the Board considered the forecast cash
requirements against the expected cash position, taking into
account a level of assumed investment realisations and
investment income during the period.
Based on the assessment of the above considerations on
the cash flow forecasts and stress scenarios, the Board has
determined that the Company will be able to continue in
operation, maintain compliance with the VCT rules and meet
its liabilities as they fall due for the three years to 29 February
2028.
Section 172 Statement
Section 172 of the Companies Act 2006 requires the Directors
of the Company to act in a way that they consider, in good
faith, will most likely promote the success of the Company for
the benefit of the members as a whole. In doing so, the
Directors should have regard (amongst other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the Company’s employees;
• the need to foster the Company’s business relationships
with suppliers, customers and others;
• the impact of the Company’s operations on the
community and the environment;
• the desirability of the Company maintaining a reputation
for high standards of business conduct; and
• the need to act fairly as between members of the
Company.
The Board considers its significant stakeholder groups to be
its Shareholders, its suppliers (including the Investment
Manager to whom most executive functions are delegated)
and its portfolio companies. The Company is an externally
managed investment company with no employees and no
customers in the traditional sense and, therefore, there is
nothing to report in relation to these relationships. The
Company takes a number of steps to understand the views
of its key stakeholders and considers these, along with the
matters set out above, in Board discussions and decision
making.
Strategic Report (cont.)
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Annual Financial Report 2025
Shareholders
The Company’s Shareholders are key to the success of the
Company and the Board engages and communicates with
Shareholders by various means. The Company encourages
all Shareholders to attend its annual shareholder event,
which last year was held virtually, allowing the maximum
number of Shareholders to attend. Invitations to this event
will be distributed alongside the publication of the Annual
Report & Accounts. The event has been scheduled for
Tuesday 15 July 2025 from 10:30am to 11:45am.
Shareholders can sign up for the Annual Shareholder Event
at https://proven.connectid.cloud. If you have any questions
about the event or if you would like any support with
registering, then please contact Beringea via
events@beringea.co.uk
.
The next AGM of the Company will be held at the offices of
Beringea LLP, at Charter House, 55 Drury Lane, London,
WC2B 5SQ at 12.30pm on Tuesday 15 July 2025. Those
intending to attend the AGM are asked to register their
intention by emailing info@beringea.co.uk
in advance of the
meeting. We understand that attendance in person may not
be possible or desirable for all who wish to attend. Therefore,
the Company offers Shareholders the option to follow
proceedings of the meeting via video conference link. Any
Shareholders who wish to follow the meeting remotely,
should email info@beringea.co.uk
for joining instructions.
Please note that Shareholders will not be able to vote or ask
questions at the AGM when joining remotely. Shareholders
are encouraged, even if they are planning to attend the AGM
in person, to exercise their votes by submitting their proxy
electronically via their Signal Shares account at
www.signalshares.com
and to appoint the Chair of the AGM
as their proxy with their voting instructions.
Shareholders who wish to submit questions in advance of
the AGM may do so via e-mail to info@beringea.co.uk
and
the Board will endeavour to respond to questions raised at
the meeting. For further details, please see the Chair’s
Statement on pages 5 and 6 and the Notice of Annual
General Meeting at the end of this Report.
As a result of the shareholder event, together with other
communications with Shareholders and advisors, the
Company has received useful feedback which allows the
Board to understand the nature of stakeholder concerns
better. The Board works very closely with the Investment
Manager in reviewing how stakeholder issues are handled,
ensuring good governance and responsibility in managing
the Company’s affairs. Ultimately, the Directors’ decisions are
intended to achieve the Company’s principal objective of
long term returns for Shareholders greater than those
available from investing in a portfolio of quoted companies.
The Board recognises the value of the buyback scheme and
approves the level of buyback authority on a quarterly basis
within the maximum authority provided by the Shareholders
annually at the AGM, subject to liquidity. The buyback policy
has been offered to Shareholders throughout the period
under review, providing Shareholders with liquidity should
they wish to sell their shares. Further details can be found in
the Chair’s Statement at page 5 and Directors’ Report at
pages 36 to 37.
The Board also understands the importance of tax-free
dividends to Shareholders, and takes this into consideration
when making the decision to pay dividends to Shareholders.
During the period under review, the Company paid an interim
dividend in respect of the year ended 28 February 2025 of
1.25p per share on 17 January 2025 and is proposing a final
dividend for the year ended 28 February 2025 of 1.5p per share
to be paid on 15 August 2025 to Shareholders on the register
on 18 July 2025. The total tax-free dividends of 2.75p per share
for the year ended 28 February 2025 represents a cash return
to Shareholders of 5.2% on the opening NAV per share at 1
March 2024 (after deducting the prior year’s final dividend of
1.5p per share). This cash return is in line with the target
dividend yield of 5% per annum which, although not
guaranteed, when achieved can provide predictable income
returns and create value for Shareholders.
Suppliers
The Company’s suppliers, and in particular Beringea as
Investment Manager, are the cornerstone of the Company’s
business. There is regular contact with the Investment
Manager and members of the Investment Manager’s senior
management team attend all of the Company’s Board
meetings.
Portfolio Companies
The Investment Manager provides updates to the Board on
the entire portfolio at least quarterly. Furthermore, the
Investment Manager continuously supports the portfolio via a
host of practices, including, but not limited to, having a
representative of the Investment Manager on the boards of
most of our material portfolio companies. The Investment
Manager’s Portfolio Value-Add Initiative has developed
further in the past year, supporting companies in overcoming
barriers to growth and harnessing commercial opportunities.
The initiative is led by Harry Thomas, the firm’s Portfolio
Director, with support from Vanessa Evanson-Goddard
(General Counsel), and Henry Philipson (Director of Marketing
and Communications). Together, the team provides both ad-
hoc and structured support on a range of topics from
recruitment to marketing and fundraising.
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Annual Financial Report 2025
The Beringea Scale-Up Academy is one of the primary pillars
of the Value-Add Initiative, offering a year-round programme
of events for portfolio leadership teams. In the year ended 28
February 2025, the Academy delivered nine webinars to the
leadership teams of portfolio companies on topics including
cyber security, companies’ use of artificial intelligence in
operations and customer service, and the economic outlook
for 2025.
The Investment Manager’s Portfolio Value-Add Initiative also
offers a range of services to support portfolio companies in
their growth journey. These services include: identifying
existing and potential service providers and negotiating
group discounts; establishing a central database of
information and contacts related to key operational and
strategic concerns for companies; hosting in-person and
online events for sharing knowledge and ideas; building
relationships with external stakeholders, including investors,
customers and suppliers; helping to identify potential
acquisition or exit opportunities; and encouraging companies
to consider and adopt ESG initiatives.
Environmental, Social, Human Rights
Policy and Greenhouse Emissions
The Board seeks to conduct the Company’s affairs
responsibly and maintain high standards in respect of
ethical, environmental, governance and social issues. The
Board recognises the requirement under section 414C of the
Companies Act 2006 to detail information about social and
community issues, employees and human rights; including
any policies it has in relation to these matters and
effectiveness of these policies.
As an externally managed investment company with no
employees, the Company has no formal policies on these
matters. However, the Company and the Investment
Manager recognise the need for the Company and the
businesses within its portfolio to embrace ESG practices.
The Investment Manager has played a pivotal role in the
creation of ESG_VC and its development of a standardised
framework for evaluating ESG within early-stage companies,
which has been endorsed by the British Private Equity and
Venture Capital Association (BVCA). Completing the ESG_VC
Measurement Framework is now part of the annual reporting
requested from members of the ProVen VCTs’ portfolio, it is
used as part of the onboarding of new investments, and it is
used to inform resources and events for the portfolio.
Since 2021, the Investment Manager has led the growth of
ESG_VC, an industry initiative focused on providing portfolio
companies and their investors with the tools to measure and
improve ESG performance. In January 2025, ESG_VC
merged with VentureESG, a complementary organisation
focused on embedding ESG best practice within venture
capital firms and limited partners. The Investment Manager
continues to play an active role in leading the combined
organisation, in turn providing valuable opportunities for the
firm and the portfolio.
To evaluate impact and improvement in its internal
operations, the Investment Manager has developed an ESG
committee responsible for assessing and strengthening the
firm’s approach to sustainability, diversity and inclusion, and
governance. The Investment Manager is also a signatory of
the Investing in Women Code, submitting annual data on the
diversity of companies in the portfolio and investment
pipeline.
On a general note, the Board considers that the Company’s
investment operations create employment, aid economic
growth, generate tax revenues and produce wealth, thus
benefiting the community and the economy more generally.
Where appropriate, the investment proposals considered by
the Investment Manager and the Board also include any
relevant information on any social, employee, ethical or
environmental matters relevant to that investment.
As a UK quoted company the Company is required to report
on its Greenhouse Gas (GHG) Emissions for any direct
emissions. However, as the Company outsources all of its
activities and does not have any physical assets, property,
employees or operations, it is not responsible for any direct
emissions. As a result, its total energy emissions are less
than 40,000 kWh and the additional Streamlined Energy and
Carbon Reporting (SECR) disclosures have not been made.
Directors and Senior Management
The Company had four non-executive Directors at the year
end, two of whom are male and two of whom are female. The
Company has no employees and the same was true of the
previous year.
Strategic Report (cont.)
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:09 Page 34
35
Annual Financial Report 2025
Directors’ Remuneration
It is a requirement under Companies Act 2006 for
Shareholders to approve the Directors’ remuneration policy
every three years, or sooner if the Company wishes to make
changes to the policy. Shareholders last voted on the
remuneration policy on 17 July 2024. No changes are being
proposed to the Directors’ remuneration policy, which was
approved at the AGM of the Company on 17 July 2024 and is
set out on page 46. The following votes were received at that
AGM:
Voting Votes received Percentage
Votes for 11,009,121 90.59%
Votes for – discretion 600,549 4.94%
Votes against 542,887 4.47%
Votes received 12,152,557 100.00%
Votes withheld 159,285
Future Prospects
The Company’s future prospects are set out in the Chair’s
Statement and Investment Manager’s Review.
The Directors do not foresee any major changes in the
activity undertaken by the Company in the coming year. The
Company continues with its objective to invest in unquoted
companies throughout the United Kingdom or with a
presence in the United Kingdom, with a view to providing
both capital growth and dividend income to Shareholders
over the long term whilst maintaining VCT qualifying status.
By order of the Board
Beringea LLP
Company Secretary of ProVen Growth and Income VCT plc
Company number: 04125326
Charter House
55 Drury Lane
London, WC2B 5SQ
5 June 2025
177655 Beringea PGI R&A Pt2_177655 Beringea PGI R&A Pt2 06/06/2025 09:09 Page 35
Annual Financial Report 2025
Results and Dividends
£’000
Pence
per share
Loss on ordinary activities
after tax for the year ended (5,770) (1.9)p
28 February 2025
Profit on ordinary activities
after tax for the year ended 10,734 3.6p
29 February 2024
During the year ended 28 February 2025, the Company paid
a final dividend of 1.5p in relation to the year ended
29 February 2024 on 16 August 2024 and the Company paid
an interim dividend of 1.25p per Ordinary Share in respect of
the year ended 28 February 2025 on 17 January 2025.
The Board is proposing a final dividend of 1.5p per share to
be paid on 15 August 2025 to Shareholders on the register at
18 July 2025.
Directors
The Directors whose names and biographies are set out on
page 23, all served throughout the year.
Three of the Directors will retire at the forthcoming Annual
General Meeting and, being eligible, offer themselves for
re-election. The Board recommends that Shareholders take
into consideration each Director’s considerable experience
in VCTs and other areas, as shown in their respective
biographies on page 23 together with the performance of the
Company over a number of years, in order to support the
resolutions to re-elect the three Directors standing for
re-election. Malcolm Moss will step down from the Board
with effect from 15 July 2025 and therefore will not be
offering himself for re-election at this year’s AGM.
Each of the Directors has an agreed letter of appointment
which is terminable by three months’ rolling notice on either
side. To the extent permitted under the Companies Act
2006, the Company indemnifies each of the Directors
against all costs, charges, losses, expenses and liabilities
which might arise in the execution of their duties, save for
certain exceptions. Each Director is required to devote such
time to the affairs of the Company as the Board requires.
Share Capital
The Company has one class of shares: Ordinary Shares of
1.6187p each (“Ordinary Shares”). The total number of
Ordinary Shares in issue at 28 February 2025 was
312,422,990.
During the year, 22,289,890 shares were issued at between
54.6p and 56.6p per share, with an aggregate nominal value
of £360,812 pursuant to the offer for subscription announced
on 16 January 2024. The aggregate consideration for the
shares was £12,327,365 which included share issue costs of
£495,936.
In December 2024, 1,797,547 shares were issued at 53.4p,
with an aggregate nominal value of £29,097 pursuant to the
offer for subscription announced on 6 November 2024. The
aggregate consideration for the shares was £959,517 which
included share issue costs of £33,744.
Under the terms of the Company’s Dividend Reinvestment
Scheme, the Company allotted: 1,258,866 Ordinary Shares at
53.2p per share to subscribing Shareholders on 16 August
2024 and 1,094,340 Ordinary Shares at 50.25p per share to
subscribing Shareholders on 17 January 2025. The
aggregate consideration for the shares was £1,219,623.
At the 2024 Annual General Meeting, Shareholders
authorised the Company to make market purchases of its
own shares of up to 14.99% of the share capital in issue at
that date and to waive pre-emption rights and issue up to
47,744,354 Ordinary Shares.
Directors’
Report
36
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During the year, the Company repurchased a further
16,399,232 Ordinary Shares for an aggregate consideration
(net of costs) of £8,182,945 being an average price of 49.9p
per share and which represented 5.4% of the Company’s
issued share capital at the start of the year and which had an
aggregate nominal value of £265,459. These shares were
subsequently cancelled. Costs relating to the share
repurchases amounted to £40,941. These shares were
repurchased in accordance with the Company’s buyback
policy in order to provide liquidity to Shareholders.
At the current date, authority remains for the Company to
make market purchases of up to 31,345,122 Ordinary Shares.
A resolution to renew this authority will be put to
Shareholders at the Annual General Meeting taking place on
15 July 2025.
Auditor
The financial year to 28 February 2025 sees the fourteenth
audit completed by BDO LLP. In line with the FRC’s guidance
on audit best practice and its recommendation that companies
should put their audit out to tender every 10 years, the
Company completed an audit tender process in May 2021
which led to the re-appointment of BDO LLP at the 2021 AGM.
A resolution to re-appoint BDO LLP as the Company’s auditor for
the following year will be proposed at the forthcoming AGM.
Annual General Meeting
The Annual General Meeting of the Company will be held at
the offices of Beringea LLP, at Charter House, 55 Drury Lane,
London, WC2B 5SQ at 12:30pm on Tuesday 15 July 2025.
Those intending to attend the AGM are asked to register their
intention by emailing info@beringea.co.uk
in advance of the
meeting. We understand that attendance in person may not
be possible or desirable for all who wish to attend. Therefore,
the Company offers Shareholders the option to follow
proceedings of the meeting via video conference link. Any
Shareholders who wish to follow the meeting remotely,
should email info@beringea.co.uk
for joining instructions.
Please note Shareholders attending remotely will not be
able to vote or speak at the AGM. Votes may be cast
electronically at www.signalshares.com
by those
Shareholders that cannot attend.
Full details of the business to be conducted at the AGM
are given in the Notice of Annual General Meeting on
pages 82 to 83 of this Report.
Substantial Interests
As at 28 February 2025, and at the date of this report, the
Company was not aware of any beneficial interest exceeding
3% of the issued share capital. The same was true of the
prior year.
Directors’ Indemnity
Directors’ and Officers’ liability insurance cover is held by the
Company in respect of the Directors.
Statement of Directors’ Responsibilities
The Board considers that the Annual Report and Accounts,
taken as a whole, are fair, balanced and understandable and
that they provide the information necessary for Shareholders
to assess the Company’s position, performance, business
model and strategy.
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations. They are also responsible for
ensuring that the Annual Report and Accounts includes
information required by the Listing Rules of the Financial
Conduct Authority.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have elected to prepare the financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards
and applicable law). Under company law, the Directors must
not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the
Company for that period.
In preparing the financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgments and accounting estimates that are
reasonable and prudent;
• state whether applicable UK accounting standards have
been followed, subject to any material departures
disclosed and explained in the financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
• prepare a directors’ report, a strategic report and
directors’ remuneration report which comply with the
Companies Act 2006.
Annual Financial Report 2025
37
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Directors’ Report (cont.)
Annual Financial Report 2025
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions, to disclose with reasonable
accuracy at any time the financial position of the Company
and to enable them to ensure that the financial statements
comply with the requirements of the Companies Act 2006.
The maintenance and integrity of the Company’s website is
the responsibility of the directors. They are also responsible
for safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Website Publication
The Directors are responsible for ensuring that the Annual
Report and Accounts are made available on a website. The
Annual Report and Accounts are published on the ProVen
VCTs’ website www.proveninvestments.co.uk
, in accordance
with legislation in the United Kingdom governing the
preparation and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The Directors’
responsibility also extends to the ongoing integrity of the
financial statements contained therein. The maintenance
and integrity of the Company’s website is also the
responsibility of the Directors.
Directors’ Responsibilities Pursuant to the
Disclosure and Transparency Rule 4
Each of the Directors, whose names are listed on page 23,
confirms that to the best of each person’s knowledge:
• the financial statements, which have been prepared in
accordance with UK Generally Accepted Accounting
Practice, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
• the Directors’ Report, Chair’s Statement, Strategic
Report, Investment Manager’s Review and Review of
Investments include a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal
risks and uncertainties that it faces.
Corporate Governance
The Statement of Corporate Governance is set out on
pages 40 to 45 and forms part of this Directors’ Report.
Political Donations
No political donations were made by the Company during the
year ended 28 February 2025 (2024: £nil).
Other Matters
Information in respect of financial instruments, greenhouse
gas emissions and future developments which were
previously disclosed within the Directors’ Report has been
disclosed within the Strategic Report on pages 34 and 35
and in the Auditor’s Report.
Post Balance Sheet Events
Between 28 February 2025 and the date of the Annual
Report & Accounts, the Company issued 15,087,371 Ordinary
Shares for an aggregate consideration of £8.0 million under
the combined offer for subscription with ProVen VCT plc
which launched on 6 November 2024. Share issue costs
thereon amounted to £0.4 million.
Since the year end, the Company has made one new
investment and two follow on investments. In March 2025,
£1.0 million was invested into Limitless Travel, an innovative
travel company specialising in accessible holidays for people
with disabilities and restricted mobility. Also in March, a
follow-on investment of £0.2 million was made into MOTH. In
April, a small follow-on investment of £0.1 million was made
into Mojo.
Statement as to Disclosure of Information
to the Auditor
The Directors in office at the date of the Report have
confirmed, as far as they are aware, that there is no relevant
audit information of which the Auditor is unaware. Each of the
Directors confirmed that they have taken all the steps that
they ought to have taken as Directors in order to make
themselves aware of any relevant audit information and to
establish that it has been communicated to the Auditor. This
confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the
Companies Act 2006.
The Directors’ Report, which has been approved by the
Board, includes all relevant information required to be
disclosed under UK Listing Rule 6.6.1R.
38
177655 Beringea PGI R&A Pt3_177655 Beringea PGI R&A Pt3 06/06/2025 07:04 Page 38
Going Concern
The Company’s business activities, together with the factors
likely to affect its future development, performance and
position, are set out in the Chair’s Statement on pages 4 to 7,
the Investment Manager’s Review on pages 8 to 11, the
Strategic Report on pages 24 to 35 and the Directors’ Report
on pages 36 to 39. The financial position of the Company, its
cash flows, liquidity position and borrowing facilities are
shown in the Statement of Financial Position on page 62, the
Statement of Cash Flows on page 63 and the Strategic
Report on pages 24 to 35. In addition, notes 15 and 16 to the
financial statements include the Company’s objectives,
policies and processes for managing its capital, its financial
risk management objectives, details of its financial
instruments, and its exposures to credit risk and liquidity risk.
The Company has considerable financial resources both at
the year end and at the date of this Report, and holds a
diversified portfolio of investments. As part of the viability
statement, financial projections for a three-year period are
also prepared and subjected to stress testing. As a
consequence, the Directors believe that the Company is well
placed to manage its business risks successfully.
The Directors have a reasonable expectation that the
Company has adequate resources to continue in operational
existence for the twelve months from the date of signing off
this Report. Thus, they continue to adopt the going concern
basis of accounting in preparing the annual financial
statements.
By order of the Board.
Beringea LLP
Company Secretary
Charter House
55 Drury Lane
London, WC2B 5SQ
5 June 2025
Annual Financial Report 2025
39
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Statement of Corporate Governance
The Statement of Corporate Governance forms part of the
Directors’ Report on pages 36 to 39. The longer term viability
statement on page 32 also forms part of this report.
The Board has considered the principles and provisions of
the AIC Code of Corporate Governance (“AIC Code”).
The AIC Code addresses the principles and provisions set
out in the 2018 UK Corporate Governance Code (the “UK
Code”), as well as setting out additional provisions on issues
that are of specific relevance to investment companies.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the
Financial Reporting Council, provides more relevant
information to Shareholders. Except as set out below in ‘The
Board’ section, the Company has complied with the
principles and provisions of the AIC Code.
The AIC Code is available on the AIC website
(www.theaic.co.uk
). It includes an explanation of how the AIC
Code adapts the principles and provisions set out in the UK
Code to make them relevant for investment companies.
By reporting against the AIC Code, the Board are meeting
their obligations in relation to the UK Code and associated
disclosure requirements under UK Listing Rule 6.6.6R. The
UK Code includes provisions relating to the role of the chief
executive, executive directors’ remuneration and workforce
which are not relevant to an externally managed investment
company. The Company has therefore not reported further in
respect of these provisions.
The Board is aware of the updated AIC Code published in
August 2024 which reflects updates in the UK Corporate
Governance Code 2024 and will apply to financial years
beginning on or after 1 January 2025.
The Board
The Company has a Board comprising four non-executive
Directors. The Chair is Marc Vlessing and the Senior
Independent Director is Natasha Christie-Miller. Marc
Vlessing, Natasha Christie-Miller and Anna Kuriakose are
considered to be independent Directors by the Board. Marc
Vlessing and Natasha Christie-Miller have served on the
Board for more than nine years. The Board has reviewed the
independence of each of Marc Vlessing and Natasha
Christie-Miller and concluded that despite their long tenure,
they continue to be independent. Marc and Natasha are not
involved in the day- to-day running of the Company and they
each provide strong strategic insight to the Company as well
as robust challenge to the Investment Manager. Malcolm
Moss is not independent by virtue of being a partner of the
Investment Manager and will be stepping down from the
Board with effect from 15 July 2025. Biographical details of all
Board members (including the significant commitments of
the Chair) are shown on page 23. All non-executive Directors
have sufficient time to meet their board responsibilities and
no significant additional external appointments have been
taken by any of the non-executive Directors during the
current financial year.
In accordance with Company policy, all Directors will resign at
the forthcoming AGM and, being eligible, offer themselves for
re-election (save for Malcolm Moss who will be stepping
down from the board with effect from 15 July 2025). Following
a formal Board evaluation (further details of which are set out
on page 44), each Director continues to be effective,
providing considerable experience and continuity to the
Company. Each of the Directors demonstrates commitment
to their role, to the Board and the Company and the Board
therefore has no hesitation in recommending each of the
Directors that are standing for re-election at the forthcoming
AGM.
The primary focus of Board meetings is the review of
investment performance and associated matters. Full Board
meetings take place to discuss and approve the quarterly
results of the Company and the Board may meet periodically
to address specific issues including considering
recommendations from the Investment Manager.
The Board has a formal schedule of matters specifically
reserved for its decision which include:
• determination of the Company’s investment objective
and policy;
• determination and approval of appropriate dividend
payments;
• approval of new share issues and share buybacks;
• regular review of the group’s overall corporate
governance arrangements; and
• regular review of the performance of the Company’s
Investment Manager.
The Board also provides oversight of the Company’s strategy.
The Investment Manager regularly consults with the Board
on potential new investments as well as preparing detailed
reports to the Board covering advanced investment
prospects and the performance of individual portfolio
companies which are considered by the Board on a quarterly
basis. When considering business strategy, the Board also
considers other matters such as the interests of its various
stakeholders and the long-term impact of its actions on the
Company’s future and reputation.
Annual Financial Report 2025
40
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Risks and opportunities to the future success of the Company’s
business model are considered and addressed at each Board
meeting. In the year ended 28 February 2025, the Board
continued to help broaden its investor base by offering its
latest fundraising on a crowdfunding platform. The Board
considers the Company’s current business model to be
sustainable. It notes the considerable financial resources
held at the year end and a diversified portfolio of investments
that continues to broaden.
The Chair
The Chair leads the Board in the determination of its strategy
and in the achievement of its objectives. The Chair is
responsible for organising the business of the Board,
ensuring its effectiveness and setting its agenda, and has no
involvement in the day-to-day business of the Company or
any other relationships that may create a conflict of interest
between the Chair’s interest and those of the Shareholders.
The Board does not have a policy of limiting the tenure of any
Director, including the Chair, as the Board does not consider
that a Director’s length of service reduces his or her ability to
act independently of the Investment Manager.
The Senior Independent Director is available to Shareholders
if they have a concern that contact through the normal
channels of the Chair and/or other Directors have failed to
resolve or where such contact would be inappropriate. The
Senior Independent Director also provides a sounding board
for the Chair and serves as an intermediary to other
non-executive directors where necessary as well as
reviewing and appraising the Chair’s performance on at least
an annual basis.
Whilst the Company does not have a workforce, the Board
assesses and monitors its own behaviour to ensure it promotes
a culture of openness and debate. The Board is also very
conscious of promoting its culture in its engagement with the
wider stakeholders of the Company. The Board works closely
with the Investment Manager in reviewing how stakeholder
issues are handled, ensuring good governance and
responsibility in managing the Company’s affairs.
Directors review the disclosure of conflicts of interest
regularly, with any changes reviewed and noted at the
beginning of each Board meeting. Procedures to disclose
and authorise conflicts of interest have been adhered to
throughout the year. The Board has also established
procedures whereby Directors wishing to do so in the
furtherance of their duties may take independent
professional advice at the Company’s expense.
All Directors have access to the advice and services of the
Company Secretary. The Company Secretary provides the Board
with full information on the Company’s assets and liabilities and
other relevant information requested by the Chair, in advance of
each Board meeting as well as advising on corporate governance
related matters. Should any Director have concerns about the
operation of the Board or Company that cannot be resolved by
the Board, they can raise such concerns with the Company
Secretary or with independent professional advisers. Any such
concerns would be recorded in Board minutes of the Company
and in the case of a resigning non-executive Director, the Director
would be asked to make a written statement to the Chair, for
circulation to the Board.
Share Capital
The rights and obligations attaching to the Company’s
shares, including the power of the Company to buy back
shares and details of any significant Shareholders, are set
out in the Chair’s Statement on page 5 and the Directors’
Report on pages 36 to 37.
Board and Committee Meetings
The following table sets out the Directors’ attendance at full
Board and Committee meetings held during the year ended
28 February 2025.
Annual Financial Report 2025
41
Audit Committee Remuneration Nomination
Board Meetings Meetings Committee Meetings Committee Meetings
Director held attended held attended held attended held attended
Marc Vlessing 5 5 2 2 1 1 1 1
Natasha Christie-
Miller
5 5221111
Malcolm Moss 5 5 n/a n/a n/a n/a n/a n/a
Anna Kuriakose 5 4 2 2 1 1 1 1
177655 Beringea PGI R&A Pt3_177655 Beringea PGI R&A Pt3 06/06/2025 07:04 Page 41
Statement of Corporate Governance (cont.)
Audit Committee
The Company has an Audit Committee currently comprising
of Natasha Christie-Miller, as Chair, Anna Kuriakose and Marc
Vlessing (who sits on the Audit Committee despite being
Chair of the Board because he brings valuable experience
from leading his own business). Natasha holds an external
executive role that involves financial planning, managing
operational expenditure and analysing return on investment,
and therefore brings considerable relevant experience to her
role as Audit Committee Chair. The Audit Committee has
defined terms of reference and duties and is responsible for:
• monitoring the Company’s financial reporting;
• advising the Board on whether the Annual Report and
Accounts, taken as a whole, is fair, balanced and
understandable;
• advising the Board on whether the Annual Report and
Accounts provides the information necessary for
Shareholders to assess the Company’s position and
performance, business model and strategy;
• reviewing internal controls and risk management
systems; and
• matters regarding audit and external auditors.
The Directors’ Responsibilities Statement for preparing the
accounts is set out in the Directors’ Report on page 37, and a
statement by the Auditor about their reporting responsibilities
is set out in the Independent Auditor’s Report on pages 55 to
57.
The Audit Committee has considered the Annual Report and
Accounts for the year ended 28 February 2025 and has
reported to the Board that it considers them to be fair,
balanced and understandable providing the information
necessary for Shareholders to assess the Company’s
position and performance, business model and strategy.
The key areas considered by the Audit Committee to be
principal risks in relation to the business activities and
financial statements of the Company are set out in the
following table, together with how these risks were
addressed. A detailed analysis of the other risks and
uncertainties facing the business is set out in the Strategic
Report on pages 29 to 32.
Annual Financial Report 2025
Principal risks Mitigation
Valuation of unquoted investments. The unquoted investment valuations are prepared by the Investment Manager and
agreed by the Board on a quarterly basis although new valuations may be prepared
and agreed as required in the event of a material movement in the valuations.
No material issues were identified for the year ended 28 February 2025.
VCT qualification monitoring reports are prepared by the Administration Manager
and approved by the Board on a quarterly basis. Twice a year the Company’s VCT
status adviser reports to the Audit Committee in relation to compliance with the VCT
legislation. The report for the year ended 28 February 2025 showed compliance
with all aspects of the VCT regulations as summarised on page 26. The Investment
Manager regularly liaises with the Company’s VCT status adviser in relation to VCT
qualification on individual investments and addresses any recommended actions to
ensure compliance.
No material issues were identified for the year ended 28 February 2025.
Compliance with HM Revenue &
Customs conditions for approval as
a Venture Capital Trust and the
consequent preservation and/or
availability of tax reliefs for
Shareholders.
42
These areas are discussed between the Audit Committee,
Board and the Investment Manager during the year and at
the regular Board meetings in order that any potential issues
are identified and addressed on a timely basis. The Audit
Committee and/or Investment Manager will engage outside
professional support where this is deemed desirable and in
the interests of Shareholders.
The Audit Committee reviews the performance and
continued suitability of the Company’s auditor. In advance of
each audit, BDO LLP provides an audit strategy plan for
consideration by the Committee, including confirmation of
BDO’s compliance with the Ethical Standards of the Financial
Reporting Council and of the audit and non-audit fees
chargeable to the Company. BDO liaises directly with the
Investment Manager during the audit process and attends
the Audit Committee meeting at which the Annual Report
and Accounts is considered. BDO provides a detailed Audit
Committee Report outlining their audit process and setting
out their findings. The Audit Committee and Investment
Manager are able to assess the quality of BDO’s work and of
BDO’s understanding of the business. Based on these
procedures, the Audit Committee has obtained sufficient
assurance as to BDO’s independence and performance and
177655 Beringea PGI R&A Pt3_177655 Beringea PGI R&A Pt3 06/06/2025 07:04 Page 42
it therefore recommends to Shareholders that BDO be
re-appointed as Auditor for the forthcoming year. Audit fees
are disclosed in Note 4, on page 68.
The Audit Committee safeguards the objectivity and
independence of the Auditor by reviewing the nature and
extent of non-audit services supplied by the external Auditor
of the Company, seeking to balance objectivity and value for
money, and pre-approves all non-audit work.
The Audit Committee has considered the need for an internal
audit function. Given the size and nature of the Company and
its relationship with key service providers, the Audit
Committee has recommended to the Board that the
oversight of the Audit Committee, together with the
processes in place, are sufficiently robust and that no internal
audit function is required.
The Audit Committee terms of reference are available from
www.proveninvestments.co.uk
.
Remuneration Committee
The Board has appointed a Remuneration Committee
comprising all independent Directors and chaired by Anna
Kuriakose. All Directors form part of this Committee as the
Board of Directors is small in size. The Remuneration
Committee determines and agrees with the Board the
framework or broad policy for the remuneration of the
Company’s non-executive Directors and reviews the ongoing
appropriateness and relevance of the remuneration policy.
The Committee generally meets once a year and at other
times as required and has specific terms of reference in
order to fulfil its duties in respect of matters relating to
remuneration. The Remuneration Committee terms of
reference are available from www.proveninvestments.co.uk.
Nomination Committee
The Board has appointed a Nomination Committee
comprising all independent Directors and chaired by Marc
Vlessing. All Directors form part of this Committee as the
Board of Directors is small in size. The Nomination
Committee’s primary function is to make recommendations
to the Board on all new appointments and also to advise
generally on issues relating to the Board composition and
balance.
In particular, the Nomination Committee:
• regularly reviews the structure, size and composition
(including the skills, knowledge, experience and
diversity) required of the Board compared to its current
position and makes recommendations to the Board with
regard to any changes;
• gives full consideration to succession planning for
Directors in the course of its work, taking into account
the challenges and opportunities facing the Company,
and what skills and expertise are therefore needed on
the Board in the future;
• is responsible for identifying and nominating for the
approval of the Board, candidates to fill board vacancies
as and when they arise;
• before any appointment is made by the Board, evaluates
the balance of skills, knowledge and experience on the
Board, and, in light of this evaluation prepares a
description of the role and capabilities required for a
particular appointment. In identifying suitable candidates
the Nomination Committee:
– uses open advertising or the services of external
advisers to facilitate the search;
– considers candidates from a wide range of
backgrounds; and
– considers candidates on merit and against objective
criteria, and with due regard for the benefits of diversity
on the board, including gender and ethnicity, taking
care that appointees have enough time available to
devote to the position;
• ensures that on appointment to the Board,
non-executive directors receive a formal letter of
appointment setting out clearly what is expected of
them in terms of time commitment, committee service
and involvement outside board meetings.
The Nomination Committee meets as and when appropriate.
The Nomination Committee terms of reference are available
from www.proveninvestments.co.uk
.
Diversity
When considering a new appointment to the Board, the
Nomination Committee’s responsibility is to ensure that
Shareholders are safeguarded by appointing the most
appropriate person for the position (irrespective of gender or
ethnicity) giving due regard to past and present experience in
the sectors in which the Company invests. The Company
therefore does not have a specific diversity policy in place.
However, the Nomination Committee regularly reviews the
composition of the Board, including diversity and, when
considering new candidates, will take due regard to the
benefits of diversity on the Board.
In 2022, the FCA introduced new rules requiring listed
companies to report information and disclose against targets
on the representation of women and ethnic minorities on
their boards as set out in UK Listing Rule 6.6.6 R(9). These
requirements are as follows:
Annual Financial Report 2025
43
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Statement of Corporate Governance (cont.)
(i) at least 40% of the individuals on the Board of Directors
are women;
(ii) at least one of the senior positions on the Board of
Directors is held by a woman; and
(iii) at least one individual on the Board of Directors is from a
minority ethnic background.
The Directors self-reported their gender identities and ethnic
backgrounds as part of the formal board evaluation process
in May 2025, the results of which are shown in the table
below:
Number of Percentage
Board of the
As at 1 March 2024 Members Board
Gender Identity
Male 2 50%
Female 2 50%
Non-binary – –
Not specified/prefer not to
say/other – –
Ethnic Background
White 3 75%
Mixed/Multiple ethnic groups – –
Asian/Asian British 1 25%
Black/African/Caribbean/
Black British – –
Other ethnic group – –
Natasha-Christie Miller is the Senior Independent director
and therefore, the Board notes that all three targets are
currently met.
Anti-Bribery Policy
The Company operates an anti-bribery policy to ensure that it
meets its responsibilities arising from the Bribery Act 2010.
This policy can be found at www.proveninvestments.co.uk
.
Board Performance Evaluation
An evaluation of the performance of the Board, each of its
committees and of the non-executive Directors was
conducted in May 2025 using a series of questionnaires.
A broad range of standard topics was covered including the
programme of regular Board or Committee business, Board
behaviours, culture and strategy. The evaluation will be
updated each year to assess the approach to risk, Board
training and the Directors’ ability to provide effective
challenge.
Representatives of the Company Secretary were well placed
to prepare an updated evaluation that i) was relevant and
appropriate to the Company, ii) was understandable and
iii) ensured a full and frank discussion around any concerns
raised.
The Chair has reviewed the results of the questionnaire and
followed up relevant matters with each Director. The outcome
of the 2025 Board review has confirmed that the Directors
consider the Board to have a good balance of skills and to be
working well. The Board does not undergo an externally
facilitated board evaluation, but will consider the merits of
such a review on an annual basis.
Investment Manager and Third Party
Performance
The Board conducts a review of the terms and performance
of all service providers, including the Investment Manager
and Administration Manager on at least an annual basis. The
2025 review did not raise any concerns and the performance
of all third party service providers was considered
satisfactory. The Board also reviews the terms of the
investment management agreement with the Investment
Manager immediately before an offer is launched. The
investment management agreement sets out the duties and
responsibilities of the Investment Manager.
Annual Financial Report 2025
44
VRAI
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Relations with Shareholders
Shareholders have the opportunity to meet the Board at the
Annual General Meeting. The Board is also happy to respond
to any written queries made by Shareholders during the
course of the year, or to meet with major Shareholders if so
requested. A shareholder event for the ProVen VCTs is also
held each year and Shareholders were invited to attend a
virtual version of this in July 2024.
Separate resolutions are proposed at the Annual General
Meeting on each substantially separate issue. The proxy
votes are collated and the results (together with the proxy
forms) are forwarded to the Company Secretary immediately
prior to the Annual General Meeting. In order to comply with
the UK Corporate Governance Code, proxy votes are
announced at the Annual General Meeting, except in the
event of a poll being called. The notice of the next Annual
General Meeting can be found at the end of the Annual
Report and Accounts.
Articles of Association
The Company may amend its Articles of Association by
special resolution in accordance with section 21 of the
Companies Act 2006.
Risk Management and Internal Control
The Board has adopted an Internal Control Manual (the
“Manual”) for which they are responsible, which has been
compiled to comply with the UK Corporate Governance Code
and the AIC Code of Corporate Governance. The Manual is
designed to provide reasonable, but not absolute, assurance
against material misstatement or loss, which it achieves by
detailing the perceived risks and controls in place to mitigate
them. The Board reviews the perceived risks in line with
relevant guidance on an annual basis and implements
additional controls as appropriate. The Board reviews a Risk
Register on at least an annual basis. The main aspects of
internal control in relation to financial reporting by the Board
are as follows:
• review of quarterly reports from the Investment Manager
on the portfolio of investments held, including additions
and disposals;
• quarterly reviews by the Board of the Company’s
investments, other assets and liabilities, and revenue
and expenditure and detailed review of unquoted
investment valuations;
• quarterly reviews by the Board of compliance with the
venture capital trust regulations to retain status,
including a review of half yearly reports from Philip Hare
& Associates LLP;
• a separate review of the Annual Report and Accounts
and Half Yearly report by the Audit Committee prior to
Board approval; and
• a review by the Board of all financial announcements
prior to release.
The Board is responsible for ensuring that the procedures to
be followed by the advisers and themselves are in place, and
for monitoring the systems of risk management and internal
control. It also reviews the effectiveness of the Manual,
based on the report from the Audit Committee, on an annual
basis to ensure that the controls remain relevant and were in
operation throughout the year.
Although the Board is ultimately responsible for safeguarding
the assets of the Company, the Board has delegated,
through written agreements, the day-to-day operation of the
Company to external advisers, including Beringea LLP as the
Investment Manager and the Administration Manager.
The Board is satisfied that the risk management and internal
control systems are effective and has identified no significant
problems that warrant disclosure in the Annual Report and
Accounts.
By order of the Board.
Beringea LLP
Company Secretary
Charter House
55 Drury Lane
London, WC2B 5SQ
5 June 2025
Annual Financial Report 2025
45
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46
Annual Financial Report 2025
Annual Statement by the Chair of the
Remuneration Committee
The Remuneration Committee comprises all independent
members of the Board and is chaired by Anna Kuriakose. No
increases to the existing rates of Directors’ remuneration are
proposed for the forthcoming year.
Directors’ Remuneration Policy
Shareholders must vote on the Directors’ remuneration
policy every three years or sooner if the Company wishes to
make changes to the policy. Shareholders last voted on the
remuneration policy on 17 July 2024. No changes to the
Directors’ remuneration policy are proposed.
The Company’s policy on Directors’ remuneration is to seek
to remunerate board members at a level appropriate for the
time commitment and high level of responsibility borne by
the non-executive Directors and should be broadly
comparable with that paid by similar companies.
Non-executive Directors will not be entitled to any
performance-related pay or incentive (other than Malcolm
Moss by virtue of also being a partner of the Investment
Manager).
Directors’ remuneration is also subject to the Company’s
Articles of Association as follows:
• the Directors shall be paid out of the funds of the
Company by way of fees for their services, an aggregate
sum not exceeding £200,000 per annum. The Directors
shall also receive by way of additional fees such further
sums (if any) as the Company in General Meeting may
from time to time determine. Such fees and additional
fees shall be divided among the Directors in such
proportion and manner as they may determine and in
default of determination, equally; and
• the Directors shall be entitled to be repaid all reasonable
travel, hotel and other expenses incurred by them
respectively in the performance of their duties as
Directors including any expenses incurred in attending
meetings of the Board or of Committees of the Board or
General Meetings and if, in the opinion of the Directors, it
is desirable that any of their number should make any
special journeys or perform any special services on
behalf of the Company or its business, such Director or
Directors may be paid reasonable additional
remuneration and expenses as the Directors may from
time to time determine.
The Company’s policy in respect of loss of office payments is
to consider each situation as it arises on its own merits.
Statement of Voting at Annual General
Meeting
The Board usually receives feedback from Shareholders from
time to time via direct correspondence, telephone calls, at
the Annual General Meeting and at the Shareholder
presentation held each year. The Remuneration Committee
will take account of any comments in respect of the
remuneration policy when it undertakes its regular review of
the Company’s policy.
Directors’
Remuneration
Report
177655 Beringea PGI R&A Pt3_177655 Beringea PGI R&A Pt3 06/06/2025 07:04 Page 46
47
Annual Financial Report 2025
Shareholders’ views in respect of Directors’ remuneration are
communicated at the Company’s Annual General Meeting
and are taken into account in formulating the Directors’
remuneration policy. At the last Annual General Meeting held
on 17 July 2024, the following votes were received in respect
of the resolution approving the Directors’ Remuneration
Report:
Voting Votes received Percentage
Votes for 10,948,140 89.95%
Votes for – discretion 672,630 5.53%
Votes against 550,282 4.52%
Votes received 12,171,052 100.00%
Votes withheld 140,790
Agreements for Service
Each of the Directors has an agreed letter of appointment
(which is available for inspection at the Company’s registered
office) whereby he or she is required to devote such time to
the affairs of the Company as the Board reasonably requires
consistent with his or her role as a non-executive Director.
A three month rolling notice applies.
Annual Report on Remuneration
The Board and Remuneration Committee have prepared this
report in accordance with the requirements of the
Companies Act 2006. A resolution to approve this report will
be put to the members at the Annual General Meeting to be
held on 15 July 2025.
Directors’ Remuneration (Audited)
Directors’ fees for the year under review were as follows:
Year ended Year ended
28 Feb 2025 29 Feb 2024
££
Marc Vlessing (Chair) 43,000 43,000
Natasha Christie-Miller 37,000 37,000
Malcolm Moss
1, 2
– 10,000
Anna Kuriakose 35,000 35,000
115,000 125,000
1
The remuneration of Malcolm Moss was paid to Beringea LLP.
2
With effect from 1 November 2023, no further director fees were charged by
Beringea LLP, on behalf of Malcolm Moss, although he remains a director of
the Board.
No other emoluments or pension contributions were paid by
the Company to, or on behalf of, any Director. The Company
does not have any share options in place.
Directors’ Remuneration for the Year to
28 February 2026
The remuneration levels for the forthcoming year are
expected to be at the following rates:
Expected Annual Expense £
Marc Vlessing (Chair) 43,000
Natasha Christie-Miller 37,000
Anna Kuriakose 35,000
115,000
177655 Beringea PGI R&A Pt3_177655 Beringea PGI R&A Pt3 06/06/2025 07:04 Page 47
Directors’ Remuneration Report (cont.)
48
Directors’ Shareholdings (Audited)
The Directors of the Company during the year and their
beneficial interests in the issued Ordinary Shares of the
Company at 28 February 2025 and 29 February 2024 were
as follows:
Director 28 Feb 2025 29 Feb 2024
Marc Vlessing (Chair) 231,790 90,200
Natasha Christie-Miller 116,954 66,425
Malcolm Moss 307,233 312,900
Anna Kuriakose 69,653 67,339
There have been no movements in Directors’ holdings since
the year end.
The Company has not set out any formal shareholding
guidelines for Directors.
Insurance Cover
Directors’ and Officers’ liability insurance cover is held by the
Company in respect of the Directors.
Annual Financial Report 2025
Changes to Directors’ remuneration over five years
Year ended Year ended
28 Feb 2025 29 Feb 2020 Annual
Role (£) (£) Overall Change Average Change
Marc Vlessing 43,000 37,500 14.7% 2.9%
Natasha Christie-Miller 37,000 30,000 23.3% 4.7%
Anna Kuriakose
1
35,000 10,000 250.0% 50.0%
James Stewart
2
- 30,000 (100.0)% (20.0)%
Malcolm Moss - 15,000 (100.0)% (20.0)%
Total 115,000 122,500 (6.1)% (1.2)%
1
Anna Kuriakose was appointed Director on 1 November 2019.
2
James Stewart resigned as Director on 10 August 2020.
Annual Change in Directors’ remuneration
Role 2025 2024 2023 2022
Marc Vlessing 0.0% 7.5% 0.0% 6.7%
Natasha Christie-Miller 0.0% 8.8% 0.0% 13.3%
Anna Kuriakose
1
0.0% 9.4% 0.0% 6.7%
James Stewart
2
n/a n/a n/a (100.0)%
Malcolm Moss (100.0)% (33.3)% 0.0% 0.0%
1
Anna Kuriakose was appointed Director on 1 November 2019.
2
James Stewart resigned as Director on 10 August 2020.
177655 Beringea PGI R&A Pt3_177655 Beringea PGI R&A Pt3 06/06/2025 07:04 Page 48
49
Annual Financial Report 2025
The chart above represents the Company’s Ordinary Share
performance over the reporting periods since 28 February
2015 and compares the Net Asset Value Total Return and the
Share Price Total Return to the rebased VCT Generalist Share
Price Total Return Index (source: Morningstar). Net Asset
Value Total Return is calculated as Net Asset Value plus
dividends and/or capital distributions reinvested in the share
class at the Net Asset Value prevailing at the date the
dividends/distributions were paid. Share Price Total Return is
calculated in a similar way, but reinvesting dividends at the
mid-market share price at the date dividends are paid. The
VCT Generalist Share Price Total Return is considered to be a
benchmark for the Company. The series has been rebased
to 100 as at 28 February 2015.
By order of the Board.
Beringea LLP
Company Secretary
Charter House
55 Drury Lane
London, WC2B 5SQ
5 June 2025
Relative Importance of Spend on Pay
The difference in actual spend between 2024 and 2025 on remuneration for all Directors in comparison to distributions
(dividends and share buy backs) and other significant spending are set out in the tabular graph below:
Performance Graph
Dividends and share buy backs
Relative Spend on Pay (£’000)
2025
2024
Directors’ pay Investment management fees
and performance incentive fee
0
4,000
8,000
12,000
16,000
20000
16,925
12,976
115
125
3,312
3,192
Feb-15
Feb-16
Feb-20
Feb-19
Feb-17
Feb-18
Feb-21
Feb-22
Feb-23
Feb-24
Feb-25
VCT
Generalist
Share Price
Total Return
(Morningstar)
ProVen Growth
and Income VCT
NAV Total
Return
ProVen Growth
and Income VC
T
Share Price
Total Return
70.0
90.0
110.0
130.0
150.0
170.0
190.0
177655 Beringea PGI R&A Pt3_177655 Beringea PGI R&A Pt3 06/06/2025 07:04 Page 49
Independent
Auditor’s Report
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s
affairs as at 28 February 2025 and of its profit for the
year then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice;
• have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of ProVen Growth
and Income VCT plc (the ‘Company’) for the year ended
28 February 2025 which comprise the Income Statement,
the Statement of Changes in Equity, the Statement of
Financial Position, the Statement of Cash Flows and notes to
the financial statements, including a summary of significant
accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and
United Kingdom Accounting Standards, including Financial
Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland (United Kingdom
Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit opinion is
consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we
were appointed by the Board of Directors in May 2021 to
audit the financial statements for the year ended 29 February
2022 and subsequent financial periods. The period of total
uninterrupted engagement including retenders and
reappointments is 14 years, covering the years ended
29 February 2012 to 28 February 2025. We remain
independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. The non-audit services prohibited by
that standard were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the
Company’s ability to continue to adopt the going concern
basis of accounting included:
• Obtaining the VCT compliance reports prepared by
management’s expert as at year end and reviewing the
calculations therein to check that the Company was
meeting its requirements to retain VCT status;
• Consideration of the Company’s expected future
compliance with VCT legislation, the absence of bank
debt, contingencies and commitments and any market
or reputational risks;
To the members of ProVen Growth and Income
VCT plc
Annual Financial Report 2025
50
177655 Beringea PGI R&A Pt4_177655 Beringea PGI R&A Pt4 06/06/2025 09:13 Page 50
• Reviewing the forecasted cash flows that support the
Directors’ assessment of going concern, challenging
assumptions and judgements made in the forecasts
and assessing them for reasonableness. In particular,
we considered the available cash resources relative to
the forecast expenditure which was assessed against
the prior year for reasonableness; and
• Evaluating the Directors’ method of assessing the going
concern in light of market conditions.
Based on the work we have performed, we have not
identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has applied
the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the
Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Overview
Key audit
Valuation of unquoted investments
matters
2025 3
2024 3
Materiality
Company financial statements as a whole
£3.2m (2024: £2.5m) based on 2% of Net
Assets (2024: 2% of the value of Gross
investments).
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the
Company and its environment, including the Company’s
system of internal control, and assessing the risks of material
misstatement in the financial statements. We also
addressed the risk of management override of internal
controls, including assessing whether there was evidence of
bias by the Directors that may have represented a risk of
material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified, including
those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit, and directing
the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
Valuation of unquoted investments Notes 1 and 9
We consider the valuation of investments to be the most
significant audit area as there is a high level of estimation
uncertainty involved in determining the unquoted investment
valuations.
There is also an inherent risk of management override arising
from the unquoted investment valuations being prepared by
the Investment Manager, who is remunerated based on the
net asset value of the company.
For these reasons we considered the valuation of unquoted
investments to be a key audit matter.
How the scope of our audit addressed the key audit
matter
We have assessed the design and implementation of
controls involved in the investment valuation process and
have tested a sample of unquoted investments such that the
untested value of the investment has remained under the
performance materiality threshold for the audit.
For all Investments in our sample we:
Challenged whether the valuation methodology was
appropriate in the circumstances under the International
Private Equity and Venture Capital Valuation (“IPEV”)
Guidelines and the applicable accounting standards. We
have recalculated the value attributable to the Company,
having regard to the application of enterprise value across
the capital structures of the investee companies.
51
Annual Financial Report 2025
177655 Beringea PGI R&A Pt4_177655 Beringea PGI R&A Pt4 06/06/2025 09:13 Page 51
Independent Auditor’s Report (cont.)
For investments sampled that were valued using earnings or
revenue multiples we:
• Challenged and corroborated the inputs to the valuation
with reference to management information of investee
companies, market data and our own understanding and
assessed the impact of the estimation uncertainty
concerning these assumptions and the disclosure of
these uncertainties in the financial statements;
• Reviewed the historical financial statements and any
recent management information available to support
assumptions about maintainable revenues, earnings or
cash flows used in the valuations;
• Considered the revenue or earnings multiples applied
and the discounts applied by reference to observable
listed company market data; and
• Challenged the consistency and appropriateness of
adjustments made to such market data in establishing
the revenue, cash flow or earnings multiple applied in
arriving at the valuations adopted by considering the
individual performance of investee companies against
plan and relative to the peer group, the market and
sector in which the investee company operates and
other factors as appropriate.
Where appropriate, we performed a sensitivity analysis by
developing our own point estimate where we considered that
alternative input assumptions could reasonably have been
applied and we considered the overall impact of such
sensitivities on the portfolio of investments in determining
whether the valuations as a whole are reasonable and free
from bias.
Key observations
Based on the procedures performed we consider the
investment valuations to be appropriate considering the level
of estimation uncertainty.
52
Annual Financial Report 2025
52
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Company financial statements
2025 £m 2024 £m
Materiality £3,136,000 £2,500,000
Basis for determining
materiality
2% of Net assets
The change in materiality benchmark from
gross to net assets is to align with our
standardised approach to the sector as well as
wider industry practice.
2% of Gross investments
Rationale for the benchmark
applied
In setting materiality, we have had regard
to the nature and disposition of the
investment portfolio. Given that the VCT’s
portfolio is comprised of unquoted
investments which would typically have a
wider spread of reasonable alternative
possible valuations, we have applied a
percentage of 2% of net assets
In setting materiality, we have had regard
to the nature and disposition of the
investment portfolio. Given that the VCT’s
portfolio is comprised of unquoted
investments which would typically have a
wider spread of reasonable alternative
possible valuations, we have applied a
percentage of 2% of gross assets.
Performance materiality £2,360,000 £1,870,000
Basis for determining
performance materiality
75% of Materiality
Rationale for the percentage
applied for performance
materiality
The level of performance materiality applied was set after having considered a number of
factors including the expected total value of known and likely misstatements and the level of
transactions in the year.
53
Our application of materiality
We apply the concept of materiality both in planning and
performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude
by which misstatements, including omissions, could
influence the economic decisions of reasonable users that
are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the
extent of testing needed. Importantly, misstatements below
these levels will not necessarily be evaluated as immaterial
as we also take account of the nature of identified
misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial
statements as a whole.
Based on our professional judgement, we determined
materiality for the financial statements as a whole and
performance materiality as follows:
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54
Annual Financial Report 2025
Independent Auditor’s Report (cont.)
Reporting threshold
We agreed with the Audit Committee that we would report to
them all individual audit differences in excess of £157,000
(2024:£125,000). We also agreed to report differences below
this threshold that, in our view, warranted reporting on
qualitative grounds.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the
annual report other than the financial statements and our
auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except
to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to
be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The UK Listing Rules require us to review the Directors’
statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement
relating to the Company’s compliance with the provisions of
the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work
performed during the course of the audit, we are required by
the Companies Act 2006 and ISAs (UK) to report on certain
opinions and matters as described below.
Going concern
and longer-term
viability
• The Directors' statement with
regards to the appropriateness of
adopting the going concern basis
of accounting and any material
uncertainties identified; and
• The Directors’ explanation as to
their assessment of the Company’s
prospects, the period this
assessment covers and why the
period is appropriate.
Other Code
provisions
• Directors' statement on fair,
balanced and understandable;
• Board’s confirmation that it has
carried out a robust assessment of
the emerging and principal risks;
• The section of the annual report
that describes the review of
effectiveness of risk management
and internal control systems; and
• The section describing the work of
the audit committee.
177655 Beringea PGI R&A Pt4_177655 Beringea PGI R&A Pt4 06/06/2025 09:13 Page 54
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities
statement, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting
unless the Directors either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Strategic report
and Directors’
report
In our opinion, based on the work
undertaken in the course of the audit:
• the information given in the
Strategic report and the Directors’
report for the financial year for
which the financial statements are
prepared is consistent with the
financial statements; and
• the Strategic report and the
Directors’ report have been
prepared in accordance with
applicable legal requirements.
In the light of the knowledge and
understanding of the Company and its
environment obtained in the course of
the audit, we have not identified
material misstatements in the
strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’
remuneration report to be audited has
been properly prepared in accordance
with the Companies Act 2006.
Corporate
governance
statement
In our opinion, based on the work
undertaken in the course of the audit
the information about internal control
and risk management systems in
relation to financial reporting
processes and about share capital
structures, given in compliance with
rules 7.2.5 and 7.2.6 in the Disclosure
Guidance and Transparency Rules
sourcebook made by the Financial
Conduct Authority (the FCA Rules), is
consistent with the financial
statements and has been prepared in
accordance with applicable legal
requirements.
In the light of the knowledge and
understanding of the Company and its
environment obtained in the course of
the audit, we have not identified
material misstatements in this
information.
In our opinion, based on the work
undertaken in the course of the audit
information about the Company’s
corporate governance code and
practices and about its administrative,
management and supervisory bodies
and their committees complies with
rules 7.2.2, 7.2.3 and 7.2.7 of the FCA
Rules.
We have nothing to report arising from
our responsibility to report if a
corporate governance statement has
not been prepared by the Company.
Matters on
which we are
required to
report by
exception
We have nothing to report in respect of
the following matters in relation to
which the Companies Act 2006
requires us to report to you if, in our
opinion:
• adequate accounting records have
not been kept, or returns adequate
for our audit have not been received
from branches not visited by us; or
• the financial statements and the
part of the Directors’ remuneration
report to be audited are not in
agreement with the accounting
records and returns; or
• certain disclosures of Directors’
remuneration specified by law are
not made; or
• we have not received all the
information and explanations we
require for our audit.
55
Annual Financial Report 2025
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Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to
detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud is detailed
below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in
which it operates;
• Discussion with the investment manager and those
charged with governance;
• Obtaining and understanding of the Company’s policies
and procedures regarding compliance with laws and
regulations; and
we considered the significant laws and regulations to be the
Companies Act 2006, the FCA listing and DTR rules, the
principles of the UK Corporate Governance Code, industry
practice represented by the Statement of Recommended
Practice: Financial Statements of Investment Trust
Companies and Venture Capital Trusts (“the SORP”) and
updated in 2022 with consequential amendments and the
applicable financial reporting framework. We also considered
the Company’s qualification as a VCT under UK tax
legislation.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to
underlying supporting documentation;
• Enquiries of management and those charged with
governance relating to the existence of any non-
compliance with laws and regulations;
• Obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year end
and reviewing their calculations to check that the
Company was meeting its requirements to retain VCT
status; and
• Reviewing minutes of meetings of those charged with
governance and legal correspondence and invoices
throughout the period for instances of non-compliance
with laws and regulations.
Fraud
We assessed the susceptibility of the financial statement to
material misstatement including fraud.
Our risk assessment procedures included:
• Enquiry with management and those charged with
governance regarding any known or suspected
instances of fraud;
• Obtaining an understanding of the Company’s policies
and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks
related to fraud.
• Review of minutes of meeting of those charged with
governance for any known or suspected instances of
fraud; and
• Discussion amongst the engagement team as to how
and where fraud might occur in the financial statements;
Based on our risk assessment, we considered the areas
most susceptible to fraud to be the valuation of unquoted
investments and management override of controls.
Our procedures in respect of the above included:
• Considered the opportunity and incentive to manipulate
accounting entries and target tested relevant
adjustments made in the period end financial reporting
process;
56
Annual Financial Report 2025
Independent Auditor’s Report (cont.)
177655 Beringea PGI R&A Pt4_177655 Beringea PGI R&A Pt4 06/06/2025 09:13 Page 56
• ‘Stand back’ procedures designed to identify any
transactions considered to be outside the normal
course of business, relating to areas of significant
subjectivity or indicative of pervasive bias;
• Review of estimates and judgements applied by
management in the valuation of investments, to assess
their appropriateness and the potential existence of
systematic bias; and
• Review of unadjusted audit differences and audit
estimation differences for indications of bias or
deliberate misstatement.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement team
members who were all deemed to have appropriate
competence and capabilities and remained alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the further
removed non-compliance with laws and regulations is from
the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities
. This description
forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
Chris Meyrick (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
5 June 2025
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
57
Annual Financial Report 2025
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Income Statement
For the year ended 28 February 2025
Year ended 28 February 2025 Year ended 29 February 2024
Note Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Income 2 2,159 – 2,159 2,479 – 2,479
Realised gains on investments 9 – 2,001 2,001 – 512 512
Unrealised (losses)/gains on investments 9 – (5,767) (5,767) – 11,678 11,678
2,159 (3,766) (1,607) 2,479 12,190 14,669
Investment management fees 3 (828) (2,484) (3,312) (798) (2,394) (3,192)
Other expenses 4 (849) (2) (851) (739) (4) (743)
Return/(loss) on ordinary activities
before tax 482 (6,252) (5,770) 942 9,792 10,734
Tax on ordinary activities 6 ––––––
Return/(loss) attributable to equity
shareholders 482 (6,252) (5,770) 942 9,792 10,734
Basic and diluted return/(loss)
per share 8 0.2p (2.1)p (1.9)p 0.3p 3.3p 3.6p
All revenue and capital movements in the year relate to continuing operations. No operations were acquired or discontinued
during the year. The total column within the Income Statement represents the Income Statement of the Company, prepared in
accordance with the accounting policies detailed in note 1 to the financial statements. The supplementary revenue and capital
columns are presented for information purposes in accordance with the Statement of Recommended Practice issued by the
Association of Investment Companies.
A Statement of Comprehensive Income has not been prepared as no items have been recognised in ‘other comprehensive
income’ in the current or prior year as shown.
The accompanying notes are an integral part of these financial statements.
58
Annual Financial Report 2025
58
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Statement of Changes in Equity
For the year ended 28 February 2025
Called up Capital Share Re- Capital
share redemption Special Premium valuation reserve- Revenue
Note capital reserve reserve reserve reserve realised reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 March 2024 4,895 97 124,987 555 21,751 19,351 (6,096) 165,540
Comprehensive
Loss for the year:
Management fees
allocated as capital
expenditure 3 – ––––(2,484) – (2,484)
Legal fees allocated as
capital expense – ––––(2)–(2)
Realised gains on
investments 9 – ––––2,001–2,001
Unrealised losses on
investments 9 – – – – (5,767) – – (5,767)
Revenue return after tax – –––––482482
Total comprehensive
loss – – – – (5,767) (485) 482 (5,770)
Contributions by
and distributions to
owners:
Issue of new shares
(includes DRIS) 13 428 – – 14,079–––14,507
Share issue costs 13 – – (530)––––(530)
Share buybacks 13 (266) 266 (8,224)––––(8,224)
Dividends paid
(includes DRIS) 7 – – (8,385)–––(316) (8,701)
Total contributions by
and distributions to
owners 162 266 (17,139) 14,079 – – (316) (2,948)
Other movements:
Transfer of previously
unrealised gains
now realised – – – – (1,517) 1,517 – –
Total other
movements – – – – (1,517) 1,517 – –
At 28 February 2025 5,057 363 107,848 14,634 14,467 20,383 (5,930) 156,822
59
Annual Financial Report 2025
177655 Beringea PGI R&A Pt4_177655 Beringea PGI R&A Pt4 06/06/2025 09:13 Page 59
Statement of Changes in Equity (cont.)
For the year ended 29 February 2024
Called up Capital Share Re- Capital
share redemption Special Premium valuation reserve- Revenue
Note capital reserve reserve reserve reserve realised reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 March 2023 4,814 335 19,777 111,104 13,726 17,584 (6,272) 161,068
Comprehensive
Income for the year:
Management fees
allocated as capital
expenditure 3 – ––––(2,394) – (2,394)
Legal fees allocated
as capital expense – ––––(4)–(4)
Realised gains on
investments 9 – ––––512–512
Unrealised gains on
investments 9 – – – – 11,678 – – 11,678
Revenue return after tax – –––––942942
Total comprehensive
return – – – – 11,678 (1,886) 942 10,734
Contributions by and
distributions
to owners:
Issue of new shares
(includes DRIS) 13 205 – – 6,726–––6,931
Share issue costs 13 – – (217)––––(217)
Share buybacks 13 (124) 124 (3,803)––––(3,803)
Dividends paid
(includes DRIS) 7 – – (8,407)–––(766) (9,173)
Total contributions by
and distributions
to owners 81 124 (12,427) 6,726 – – (766) (6,262)
Other movements:
Transfer of previously
unrealised gains
now realised – – – – (3,653) 3,653 – –
Cancellation of share
premium account – – 117,275 (117,275)––––
Cancellation of capital
redemption reserve – (362) 362–––––
Total other
movements – (362) 117,637 (117,275) (3,653) 3,653 – –
At 29 February 2024 4,895 97 124,987 555 21,751 19,351 (6,096) 165,540
The special reserve, capital reserve-realised and revenue reserve are all distributable reserves. Reserves available for
distribution therefore amount to £122,301,000 (2024: £138,242,000). During the year, the Company repurchased 16,399,232
shares (2024: 7,667,882) with a nominal value of £265,459 (2024: £124,122). All shares were subsequently cancelled.
The accompanying notes are an integral part of these financial statements.
60
Annual Financial Report 2025
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Annual Financial Report 2025
61
PLUM GUIDE
177655 Beringea PGI R&A Pt4_177655 Beringea PGI R&A Pt4 06/06/2025 09:13 Page 61
As at 28 February 2025
28 February 29 February
Note 2025 2024
£’000 £’000
Fixed assets
Investments 9 120,806 126,011
Current assets
Debtors 10 1,302 1,381
Cash at bank and in hand 11 96 196
Current asset investments 11 34,965 39,493
36,363 41,070
Creditors: amounts falling due within one year 12 (347) (1,541)
Net current assets 36,016 39,529
Total assets less current liabilities 156,822 165,540
Capital and reserves
Called up share capital 13 5,057 4,895
Capital redemption reserve 1 363 97
Special reserve 107,848 124,987
Share premium reserve 1 14,634 555
Revaluation reserve 14,467 21,751
Capital reserve – realised 20,383 19,351
Revenue reserve (5,930) (6,096)
Total equity shareholders’ funds 156,822 165,540
Basic and diluted net asset value per share 14 50.2p 54.7p
Statement of Financial Position
62
Annual Financial Report 2025
The financial statements on pages 58 to 63 were approved
and authorised for issue by the Board of Directors on 5 June
2025 and were signed on its behalf by:
Marc Vlessing
Chair
ProVen Growth and Income VCT plc
Company number: 04125326
The accompanying notes are an integral part of these
financial statements.
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Statement of Cash Flows
For the year ended 28 February 2025
Year ended Year ended
28 February 2025 29 February 2024
Note
Total Total
£’000 £’000
(Loss)/return on ordinary activities before taxation (5,770) 10,734
Loss/(gain) on investments 3,766 (12,190)
Increase in prepayments, accrued income and
other debtors (40) (85)
Increase/(decrease) in accruals and other creditors 3 (25)
Net cash outflow from operating activities (2,041) (1,566)
Cash flows from investing activities
Purchase of investments 9 (3,023) (4,764)
Sale of investments 9 4,568 6,667
Net cash inflow from investing activities 1,545 1,903
Cash flows from financing activities
Proceeds from share issues
1
13 13,287 5,561
Share issue costs 13 (530) (360)
Purchase of own shares
2
13 (9,408) (3,103)
Equity dividends paid
3
7 (7,481) (7,803)
Net cash outflow from financing activities (4,132) (5,705 )
Decrease in cash and cash equivalents (4,628) (5,368)
Cash and cash equivalents at beginning of year 39,689 45,057
Cash and cash equivalents at end of year 35,061 39,689
Cash and cash equivalents comprise:
Cash equivalents 11 34,965 39,493
Cash at bank and in hand 11 96 196
1
The Proceeds from share issues figure of £13,287,000 as shown above is lower than that shown in the Statement of Changes in
Equity of £14,507,000 due to £1,220,000 of new shares issued through the Company’s DRIS.
2
The Purchase of own shares figure of £9,408,000 as shown above is higher than that shown in the Statement of Changes in
Equity of £8,224,000 due to a creditor of £1,194,000 held at the previous year end, partly offset by a creditor of £10,000 held at
the current year end.
3
The Equity dividends paid figure of £7,481,000 as shown above is lower than that shown in the Statement of Changes in Equity
of £8,701,000 due to £1,220,000 of new shares issued through the Company’s DRIS.
The accompanying notes are an integral part of these financial statements.
‘Net cash outflow from operating activities’ includes interest received of £85,000 (2024: £234,000) and yield from liquidity funds
of £2,047,000 (2024: £2,118,000). No interest was paid during the year.
63
Annual Financial Report 2025
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64
Annual Financial Report 2025
Notes to the Accounts
For the year ended 28 February 2025
1. Accounting policies
Basis of preparation
The Company has prepared its financial statements under
Financial Reporting Standard 102 (“FRS102”) and in
accordance with the Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies and
Venture Capital Trusts’ (the “SORP”) issued by the
Association of Investment Companies (“AIC”), which was
updated in July 2022.
The financial statements are prepared under the historical
cost convention except for the revaluation of certain financial
instruments measured at fair value.
The following accounting policies have been applied
consistently throughout the period.
Going concern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has
adequate resources to continue in operational existence for
the twelve months from the date of sign off of these financial
statements. In its assessment of the Company’s activities as
a going concern, the Board has reviewed the risks to future
performance and considered the potential impacts of those
on the Company’s future ability to continue as a going
concern. The Company’s cash resources are currently
healthy, and the portfolio of investments is diverse and not
reliant on any one sector. All significant cash outflows,
including dividends, share buybacks and investments, are
within the Company’s control. Therefore, the Board expects
that the Company has sufficient cash resources to withstand
any reasonable stress scenario, for example if the Company
was unable to raise further funds, and believes that it is
appropriate to continue to adopt the going concern basis of
accounting in preparing these financial statements.
Presentation of Income Statement
In order to better reflect the activities of an investment
company and, in accordance with guidance issued by the
AIC, supplementary information which analyses the Income
Statement between items of a revenue and capital nature
has been presented alongside the Income Statement.
The revenue return attributable to equity shareholders is the
measure the Directors believe appropriate in assessing the
Company’s compliance with certain requirements set out in
Part 6 of the Income Tax Act 2007.
Share Capital and Reserves
Called up share capital – The nominal value of shares
issued, increased for subsequent share issues either via an
offer for subscription or the Company’s dividend
reinvestment scheme, or reduced due to shares bought back
by the Company for cancellation.
Capital redemption reserve – The nominal value of shares
bought back and cancelled. In the prior year, the capital
redemption reserve was cancelled with the balance
transferred to the special reserve. Therefore, the movement
in this reserve for the year to 28 February 2025 appears
material when it is not.
Special reserve – This reserve is created from cancellations
of the balances upon the Share premium reserve and the
Capital redemption reserve, which are transferred to this
reserve from time to time. The Special reserve can assist in
writing off losses, which in turn enhances the ability for a
company to make distributions and implement share
buybacks. This is the distributable reserve which is currently
used to fund shares bought back by the Company for
cancellation and share issue costs on shares issued under
an Offer for Subscription. Dividends that are classified as
capital may be paid from this reserve.
Share premium reserve – This reserve contains the excess
of gross proceeds over the nominal value of shares allotted
under offers for subscription and the Company’s dividend
reinvestment scheme, to the extent that it has not been
cancelled. In the prior year, the share premium reserve was
cancelled with the balance transferred to the special reserve.
Therefore, the movement in this reserve for the year to
28February 2025 appears material when it is not.
Revaluation reserve – Increases and decreases in the
valuation of investments held at the year-end are accounted
for in this reserve, except to the extent that the diminution is
deemed permanent.
In accordance with stating all investments at fair value
through profit and loss, all such movements through both
revaluation and capital reserve – realised are shown within
the Income Statement for the year.
Capital reserve – realised – The following are accounted for
in this reserve:
• gains and losses on realisation of investments;
• permanent impairment in value of investments, where
the loss of value is considered to be permanent;
• transaction costs incurred in the acquisition of
investments;
• 75% of the investment manager’s fee expense and
100% of any performance incentive fee payable; and
• other capital expenses and charges.
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65
Annual Financial Report 2025
Dividends that are classified as capital may be paid from this
reserve.
Revenue reserve – Income and expenses that are revenue
in nature are accounted for in this reserve together with the
related tax effect, as well as dividends paid that are classified
as revenue in nature.
Investments
Investments, including equity and loan stock, are recognised
at their trade date and measured at “fair value through profit
or loss” due to investments being managed and
performance evaluated on a fair value basis. A financial asset
is designated within this category if it is both acquired and
managed, with a view to selling after a period of time, in
accordance with the Company’s documented investment
policy. The fair value of an investment upon acquisition is
deemed to be cost. Thereafter investments are measured at
fair value in accordance with International Private Equity and
Venture Capital Valuation Guidelines (“IPEV Guidelines”)
updated in December 2022, together with sections 11 and 12
of FRS102.
Publicly traded investments are measured using bid prices in
accordance with the IPEV Guidelines.
Where an investee company has gone into receivership or
liquidation, or the loss in value below cost is considered to be
permanent, or there is little likelihood of a recovery from a
company in administration, the loss on the investment,
although not physically disposed of, is treated as being
realised.
All investee companies are held as part of an investment
portfolio and measured at fair value. Therefore, it is not the
policy for investee companies to be consolidated and any
gains or losses arising from changes in fair value are
included in the Income Statement for the period as a capital
item.
Gains and losses arising from changes in fair value are
included in the Income Statement for the year as a capital
item and transaction costs on acquisition or disposal of the
investment are expensed.
Investments are derecognised when the contractual rights to
the cash flows from the asset expire or the Company
transfers the asset and substantially expire or the Company
transfers the asset and substantially all the risks and rewards
of ownership of the asset to another entity.
Key judgements
The Directors must use judgement to determine the
appropriate valuation methodologies for estimating the fair
value of unquoted investments. These valuation
methodologies are as follows:
• where a company is well established after an
appropriate period, the investment may be valued by
applying a suitable earnings revenue or transaction
multiple to that company’s maintainable earnings or
revenue. The multiple used is based on comparable
listed companies, transaction data or a sector but
discounted to reflect factors such as the different sizes
of the comparable businesses, different growth rates
and the lack of marketability of unquoted shares;
• where a value is indicated by a material arms-length
transaction by a third party in the shares of the company
the valuation will normally be based on this, whilst also
being benchmarked against alternative valuation
methodologies; and
• where alternative methods of valuation, such as net
assets of the business, are more appropriate then such
methods may be used.
The methodology applied takes account of the nature, facts
and circumstances of the individual investment and uses
reasonable data, market inputs, assumptions and estimates
in order to ascertain fair value. Methodologies are applied
consistently from year to year except where a change results
in a better estimate of fair value.
Key estimates
The key estimates involved in determining the fair value of a
company can include:
• identifying a relevant basket of market comparables;
• deducing the discount to take on those market
comparables;
• determining reoccurring revenue;
• determining reoccurring earnings; or
• identifying surplus cash.
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66
Notes to the Accounts (cont.)
Annual Financial Report 2025
Fair value
Fair value is defined as the amount for which an asset could be
exchanged between knowledgeable, willing parties in an arm’s
length transaction. The Company has categorised its financial
instruments that are measured subsequent to initial
recognition at fair value, using the fair value hierarchy as follows:
Level 1: The unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the
measurement date.
Level 2: Inputs other than quoted prices included within
Level 1 that are observable (i.e., developed using market data)
for the asset or liability, either directly or indirectly.
Level 3: Inputs are unobservable (i.e., for which market data
is unavailable) for the asset or liability.
Income
Dividend income from investments is recognised when the
shareholders’ rights to receive payment has been
established, normally the ex-dividend date.
Interest income is accrued on a time basis, by reference to
the principal outstanding and at the effective interest rate
applicable and only where there is reasonable certainty of
collection in the foreseeable future. Income which is not
capable of being received within a reasonable period of time
is reflected in the capital value of the investments.
A provision is made for any fixed income not expected to be
received.
Expenses
All expenses are accounted for on an accruals basis. In
respect of the analysis between revenue and capital items
presented within the Income Statement, all expenses have
been presented as revenue items except as follows:
• expenses which are incidental to the acquisition of an
investment are deducted from the Capital Account;
• expenses which are incidental to the disposal of an
investment are deducted from the disposal proceeds of
the investment;
• expenses are split and presented partly as capital items
where a connection with the maintenance or
enhancement of the value of the investments held can
be demonstrated. Accordingly, the investment
management fee has been allocated 25% to revenue
and 75% to capital in order to reflect the Directors’
expected long-term view of the nature of the investment
returns of the Company; and
• performance incentive fees are treated as a capital item.
Taxation
The tax effects of different items in the Income Statement
are allocated between capital and revenue on the same
basis as the particular item to which they relate using the
Company’s effective rate of tax for the accounting period.
The table below shows the majority of the investment portfolio categorised by valuation methodology, as well as the range of
market comparables or discounts/premiums used in reaching the closing valuations. The table also shows the possible
outcomes if different ranges of multiples or discounts/premiums were used in valuing the portfolio. Investments that have been
valued on a net asset value basis (£3,859,000) or on a bid price basis (£26,000) are not included in the table as these bases are
not subject to alternative outcomes.
Valuation Range of Range of
as at inputs inputs
Inputs 28 February when Valuation when Valuation
to be Range of 2025 reduced outcome increased outcome
Valuation Basis sensitised inputs £’000 by 15% £’000 by 15% £’000
Multiple of revenue Market
comparables 0.9x – 9.2x 113,198 0.7x to 8.1x 106,337 1.0x – 10.2x 120,176
Market approach Pricing of similar
businesses £17m – £24m 2,199 £14m – £19m 2,199 £21m – £29m 2,199
Multiple of EBITDA Market
comparables 9.5x 1,100 9.2x 1,100 9.7x 1,100
Price of recent (Discounts)/
investment Premiums 0% 424 (15)% – 0% 382 0% – 15% 476
At 29 February 2024, a 15% reduction to the range of inputs used would have seen a decrease of £15,144,000 in the valuation of the investment portfolio, and a 15%
increase would have seen an increase of £13,168,000 in the valuation of the investment portfolio.
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Annual Financial Report 2025
Due to the Company’s status as a venture capital trust and
the continued intention to meet the conditions required to
comply with Part 6 of the Income Tax Act 2007, no provision
for taxation is required in respect of any realised or
unrealised appreciation of the Company’s investments.
Deferred taxation, which is not discounted, is provided in full
on timing differences that result in an obligation at the
balance sheet date to pay more tax, or a right to pay less tax,
at a future date, at rates expected to apply when they
crystallise based on current tax rates and law.
Timing differences arise from the inclusion of items of
income and expenditure in taxation computations in periods
different from those in which they are included in the financial
statements. Deferred tax assets are recognised to the extent
that it is regarded as more likely than not that they will be
recovered.
Foreign Exchange
Where a new investment is made in a currency other than
GBP, its cost is recorded in the accounts at the GBP
equivalent on the date of purchase and held in GBP for the
life of the investment.
Share issue costs
Expenses in relation to share issues are deducted from the
Special Reserve.
Cash at bank
Cash at bank comprises cash on hand and demand
deposits.
Current asset investments (cash equivalents)
Current asset investments comprise funds held in liquidity
funds. These are considered to be cash equivalents as they
are readily convertible into known amounts of cash at their
carrying value at immediate notice.
Debtors
Short term debtors are initially measured at transaction price.
Subsequent remeasurement deducts any impairment from
the transaction price.
Creditors
Short term trade creditors are initially and subsequently
measured at the transaction price, and are settled in a short
time frame.
2. Income
2025 2024
£’000 £’000
Income from investments
Loan stock interest 150 161
Liquidity fund interest 2,009 2,292
2,159 2,453
Other income
Deposit interest – 26
2,159 2,479
The Directors consider that the Company has only one
operating segment as reported to the Board of Directors in
their capacity as chief operating decision makers. All
activities arise in the United Kingdom.
3. Investment Management Fees
2025 2024
£’000 £’000
Investment management fees 3,312 3,192
The Company has an agreement with Beringea LLP for the
provision of investment management services in respect of
its portfolio of venture capital investments which is
terminable with one year’s written notice. The management
fee is based upon an annual amount of 2.0% of net assets.
The annual running costs of the Company, excluding
performance fees and trail commission, are subject to a cap
of 2.9% of the Company’s net assets.
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6. Taxation on Ordinary Activities
2025 2024
£’000 £’000
Tax charge for the year
Current year
UK corporation tax (charged to revenue account) – –
Charged to capital expenses ––
Charge for the year ––
Factors affecting tax charge for the year
(Loss)/return on ordinary activities before tax (5,770) 10,734
Tax charge calculated on operating (loss)/return at the applicable rate of 25% (2024: 24.49%*) (1,443) 2,628
Effects of:
UK dividend income ––
Loss/(gain) on investments 942 (2,986)
Expenses disallowed for tax purposes 2 4
Deferred tax not recognised 499 354
––
* As part of the tax changes from April 2023, the corporation tax rate has increased from 19% to 25% for the largest businesses from 1 April and full expensing is
available for three years. As a result of the corporation tax rate increase, the full rate of 25% will be applicable to businesses making profits of over £250,000.
As the prior financial year straddled the legislation change the blended rate of tax relief was 24.49% for the year ended 29 February 2024.
(a)
(b)
68
Notes to the Accounts (cont.)
Annual Financial Report 2025
4. Other Expenses
2025 2024
£’000 £’000
Administration services 206 114
Directors’ remuneration 115 125
Social security costs on
Directors’ remuneration 12 14
Trail commission 128 59
Auditors’ remuneration for
the audit of the Company’s
annual accounts (net of VAT) 82 75
Registrar’s fees 70 78
Directors’ Insurance 45 50
Listing fees 52 49
Other expenses 141 179
851 743
Included within other expenses is £2,000 (2024: £4,000)
allocated to capital expenses in respect of expenses
incurred in relation to investments. All other expenses are
allocated as revenue costs.
5. Directors’ Remuneration
Details of remuneration of the Directors (excluding
employers’ NI and VAT) can be found in the Directors’
Remuneration Report on page 47.
The Company had no employees other than the Directors
during either year. Directors are key management
personnel and no separate key management personnel
exist in the Company. Costs in respect of Directors are
disclosed in note 4.
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Annual Financial Report 2025
Excess management fees
Excess management fees, which are available to be carried forward and set off against future taxable income, amounted to
£32,207,000 (2024: £30,205,000). A deferred tax asset, calculated at a rate of 25% of £8,052,000 (2024: £7,551,000) would
only be recovered were the Company to make sufficient taxable profits in the future. Given the Company is not expected to
generate taxable income in excess of deductible expenses, no deferred tax asset has been recognised for the year ended
28 February 2025.
7. Dividends
Dividend per Share Year ended 28 February 2025 Year ended 29 February 2024
Revenue Capital Total Revenue Capital Total Revenue Capital Total
p p p £’000 £’000 £’000 £’000 £’000 £’000
Ordinary Share
dividends paid
in the year
2023 Final – 1.75 1.75 – – – – 5,343 5,343
2024 Interim 0.25 1.00 1.25 – – – 766 3,064 3,830
2024 Final – 1.50 1.50 – 4,744 4,744 – – –
2025 Interim 0.1 1.15 1.25 316 3,641 3,957 – – –
316 8,385 8,701 766 8,407 9,173
Proposed dividends
2024 Final – 1.5 1.5 – – – – 4,744 4,744
2025 Final – 1.5 1.5 – 4,913 4,913–––
Dividends paid in the year ended 28 February 2025 of £8,701,000 as shown above differs to that shown in the Statement of
Cash Flows of £7,481,000 due to £1,220,000 of new shares issued as part of the Company’s DRIS.
(c)
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Notes to the Accounts (cont.)
Annual Financial Report 2025
8. Basic and diluted return per share
Year ended 28 Year ended 29
February 2025 February 2024
Revenue return per share based on:
Net revenue return after taxation (£’000) 482 942
Weighted average number of shares in issue 303,905,826 294,160,850
Pence per share 0.2p 0.3p
Capital (loss)/return per share based on:
Net capital (loss)/return for the financial year (£’000) (6,252) 9,792
Weighted average number of shares in issue 303,905,826 294,160,850
Pence per share (2.1p) 3.3p
Total (loss)/return per share based on:
Total (loss)/return for the financial year (£’000) (5,770) 10,734
Weighted average number of shares in issue 303,905,826 294,160,850
Pence per share (1.9p) 3.6p
As the Company has not issued any convertible securities or share options, there is no dilutive effect on (loss)/return per share.
The (loss)/return per share disclosed therefore represents both basic and diluted return per share.
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Annual Financial Report 2025
9. Investments
“Fair value through profit or loss” assets for year ended 28 February 2025
Quoted Unquoted
investments investments Total
£’000 £’000 £’000
Opening cost at 1 March 2024 – 109,662 109,662
Net unrealised gains at 1 March 2024 21 21,730 21,751
Realised losses on investments held at 1 March 2024 – (5,402) (5,402)
Opening fair value at 1 March 2024 21 125,990 126,011
Movement in year:
Purchases at cost (Note a) - 5,993 5,993
Sales – proceeds (Note b) - (5,511) (5,511)
– net realised gains on sales (Note c) - 2,001 2,001
Net unrealised losses in the income statement (Note d) 5 (7,693) (7,688)
Closing fair value at 28 February 2025 26 120,780 120,806
Closing cost at 28 February 2025 - 114,161 114,161
Net unrealised gains at 28 February 2025 26 12,521 12,547
Realised losses on investments held at 28 February 2025 - (5,902) (5,902)
Closing fair value at 28 February 2025 26 120,780 120,806
Note a) Purchases in the year of £5,993,000 as shown above is higher than that shown in the Statement of Cash Flows of £3,023,000
due to:
– £1,061,000 of investment funds being treated as a debtor in the previous year end Accounts due to funds having been transferred
to the lawyers’ account prior to the year end, but the investment not closing until after the year end;
– £12,000 of legal costs associated with the purchase of investments was recognised in creditors at the previous year end as they
were not paid until after the year end; and
– The conversion of £1,921,000 million of historic accrued loan interest into equity in Disposable Cubicle Curtains Limited (t/a
Hygenica) was not a cash transaction.
Note b) Sale proceeds in the year of £5,511,000 as shown above is higher than that shown in the Statement of Cash Flows of
£4,568,000. The difference arises due to a contingent proceeds debtor of £959,000 held at the year end, offset by a contingent
proceeds debtor of £16,000 at the previous year end.
Note c) These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair
value of the investments.
Note d) Net unrealised losses shown above of £7,688,000 is higher than that shown in the Income Statement of £5,767,000. This is
due to the conversion of historic accrued loan interest of £1,921,000 in Disposable Cubicle Curtains Limited (t/a Hygenica) into equity
that was an addition in the year with £nil value currently attributed to it.
There have been no changes to the basis of valuation for any investment since the previous year end. An analysis of venture capital
investments is set out in the review of the investments on pages 16 to 20. Note 15 includes an analysis of the fair value of the financial
instruments.
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Notes to the Accounts (cont.)
Annual Financial Report 2025
“Fair value through profit or loss” assets for year ended 29 February 2024
Quoted Unquoted
investments investments Total
£’000 £’000 £’000
Opening cost at 1 March 2023 – 114,787 114,787
Net unrealised gains at 1 March 2023 – 13,727 13,727
Realised losses on investments held at 1 March 2023 – (12,351) (12,351)
Opening fair value at 1 March 2023 – 116,163 116,163
Movement in year:
Purchases at cost (Note a) – 3,710 3,710
Sales – proceeds (Note b) – (6,052) (6,052)
– net realised gains on sales – 512 512
Net unrealised gains in the income statement 21 11,657 11,678
Closing fair value at 29 February 2024 21 125,990 126,011
Closing cost at 29 February 2024 – 109,662 109,662
Net unrealised gains at 29 February 2024 21 21,730 21,751
Realised losses on investments held at 29 February 2024 – (5,402) (5,402)
Closing fair value at 29 February 2024 21 125,990 126,011
10. Debtors
2025 2024
£’000 £’000
Contingent proceeds receivable 959 16
Prepayments and accrued income 343 304
Other debtors – 1,061
1,302 1,381
The Other debtors balance for year ended 29 February 2024 represented the Company’s investment in Iceberg Data Lab, which
was funded prior to the year end but did not complete until after the year end.
11. Cash and cash equivalents
2025 2024
£’000 £’000
Cash at bank and in hand 96 196
Current asset investments (cash equivalents) 34,965 39,493
35,061 39,689
Current asset investments are cash equivalents that comprise deposits in liquidity funds which are redeemable on a same-day
basis. Further information can be found in Note 15 on page 76.
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Annual Financial Report 2025
12. Creditors: Amounts Falling Due Within One Year
2025 2024
£’000 £’000
Accruals 298 332
Share buybacks awaiting settlement – 1,188
Other creditors 49 21
347 1,541
13. Called Up Share Capital
2025 2024
£’000 £’000
Issued, allotted, called up and fully-paid:
312,422,990 (2024: 302,381,579) Ordinary Shares of 1.6187p each 5,057 4,895
During the year, 22,289,890 shares were issued at between
54.6p and 56.6p per share, with an aggregate nominal value
of £360,812 pursuant to the offer for subscription announced
on 16 January 2024. The aggregate consideration for the
shares was £12,327,365 which included share issue costs of
£495,936.
In December 2024, 1,797,547 shares were issued at 53.4p,
with an aggregate nominal value of £29,097 pursuant to the
offer for subscription announced on 6 November 2024. The
aggregate consideration for the shares was £959,517 which
included share issue costs of £33,744.
Under the terms of the Company’s Dividend Reinvestment
Scheme, the Company allotted: 1,258,866 Ordinary Shares at
53.2p per share to subscribing Shareholders on 16 August
2024 and 1,094,340 Ordinary Shares at 50.25p per share to
subscribing Shareholders on 17 January 2025. The
aggregate consideration for the shares was £1,219,623.
At the 2024 Annual General Meeting, Shareholders
authorised the Company to make market purchases of its
own shares of up to 14.99% of the share capital in issue at
that date and to waive pre-emption rights and issue up to
47,744,354 Ordinary Shares.
During the year, the Company repurchased a further
16,399,232 Ordinary Shares for an aggregate consideration
(net of costs) of £8,182,945 being an average price of 49.9p
per share and which represented 5.4% of the Company’s
issued share capital at the start of the year and which had an
aggregate nominal value of £265,459. These shares were
subsequently cancelled. Costs relating to the share
repurchases amounted to £40,941. These shares were
repurchased in accordance with the Company’s buyback
policy in order to provide liquidity to Shareholders.
2025 2024
Ordinary Shares brought forward 302,381,579 297,414,345
Ordinary Shares issued 26,440,643 12,635,116
Ordinary Shares repurchased for cancellation (16,399,232) (7,667,882)
Ordinary Shares carried forward 312,422,990 302,381,579
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Notes to the Accounts (cont.)
Annual Financial Report 2025
15. Financial Instruments
The Company’s financial instruments comprise investments
held at fair value through profit and loss, being equity and
loan stock investments in quoted companies and unquoted
companies; loans and receivables being cash deposits and
short term debtors; and financial liabilities being creditors
arising from its operations. The main purpose of these
financial instruments is to generate cash flow, revenue and
capital appreciation for the Company’s operations. The
Company has no gearing or other financial liabilities apart
from short- term creditors and does not use any derivatives.
The fair value of investments is determined using the
detailed accounting policy as shown in note 1. The
composition of the investments is set out in note 9, and
below.
The fair value of cash deposits and short-term debtors and
creditors equates to their carrying value in the Statement of
Financial Position.
Principal risks and management objectives
The Company’s investment activities expose the Company
to a number of risks associated with financial instruments
and the sectors in which the Company invests. The principal
financial risks arising from the Company’s operations are:
• Market risks;
• Credit risk; and
• Liquidity risk.
The Board regularly reviews these risks and the policies in
place for managing them. Due to ongoing geo-political and
economic instability, certain risks that the Company is
exposed to have increased in significance over the year, e.g.
market risk. However, these risks are actively managed as
set out below, and their increase in significance has not
resulted in any significant changes to the policies for
managing those risks during the year.
The risk management policies used by the Company in
respect of the principal financial risks and a review of the
financial instruments held at the year-end are provided
below:
Market risks
As a VCT, the Company is exposed to market risks in the
form of potential losses and gains that may arise on the
investments it holds. The management of these market risks
is a fundamental part of investment activities undertaken by
the Investment Manager and overseen by the Board. The
Investment Manager monitors investments through regular
contact with the management of investee companies,
regular review of management accounts and other financial
information and attendance at investee company board
meetings. This enables the Investment Manager to manage
the investment risk in respect of individual investments.
Market risk is also mitigated by holding a portfolio diversified
across several business sectors and asset classes.
The key market risks to which the Company is exposed are:
• Market price risk;
• Interest rate risk; and
• Foreign exchange risk.
Market price risk
Market price risk arises from uncertainty about the future
prices and valuations of financial instruments held in
accordance with the Company’s investment objectives. It
represents the potential loss that the Company might suffer
through market price movements in respect of quoted
investments and also changes in the fair value of unquoted
investments that it holds.
At 28 February 2025, the quoted portfolio was valued at
£26,000 (2024: £21,000).
14. Basic and diluted net asset value per share
Shares in issue 2025 Net asset value 2024 Net asset value
Pence Pence
2025 2024 per share £’000 per share £’000
Ordinary Shares 312,422,990 302,381,579 50.2 156,822 54.7 165,540
As the Company has not issued any convertible securities or share options, there is no dilutive effect on net asset value per
share. The net asset value per share disclosed therefore represents both basic and diluted return per share.
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Annual Financial Report 2025
Average Average period 2025 2024
interest rate until maturity £’000 £’000
Fixed rate 4.32% 697 days 3,403 4,952
Floating rate (includes liquidity fund
investments) 4.51% 0 days 35,189 40,380
No interest rate 118,230 120,208
156,822 165,540
At 28 February 2025, the unquoted portfolio was valued at
£120,780,000 (2024: £125,990,000). As many of the
Company’s unquoted investments are valued using revenue
or earnings multiples of comparable companies or sectors, a
fall in share prices generally would impact on the valuation of
the unquoted portfolio. A 15% movement in the valuations of
all of the unquoted investments held by the Company would
have an effect as shown in Note 1 on page 66.
Interest rate risk
The Company is exposed to interest rate risk on floating-rate
financial assets through the effect of changes in prevailing
interest rates. The Company receives interest on its cash
deposits at a rate agreed with its bankers, and on its holdings
in liquidity funds at prevailing yields. Investments in loan
stock attract interest predominately at fixed rates. A
summary of the interest rate profile of the Company’s
financial instruments is shown below.
There are three categories in respect of interest which are
attributable to the financial instruments held by the Company
as follows:
• “Fixed rate” assets represent investments with
predetermined yield targets and comprise certain loan
note investments.
• “Floating rate” assets predominantly bear interest at
rates linked to Bank of England base rate and comprise
cash at bank, deposits in liquidity funds and certain loan
note investments.
• “No interest rate” assets do not attract interest and
comprise equity investments, certain loan note
investments, loans and receivables (excluding cash at
bank) and other financial liabilities.
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The management of credit risk associated with interest,
dividends and other receivables is covered within the
investment management procedures.
Cash at bank in hand is held by the Royal Bank of Scotland
plc, rated A and A+ by Standard and Poor’s and Fitch,
respectively, and is also ultimately part-owned by the UK
Government. Consequently, the Directors consider that the
risk profile associated with cash deposits is low.
Cash equivalents comprise of deposits in liquidity fund
accounts with JP Morgan, Morgan Stanley and UBS, all of
which are AAA- rated with two or more of Fitch, Moody’s and
Standard and Poor and provide same-day liquidity. The
Directors therefore consider the risk profile associated with
cash equivalents to be low.
There have been no changes in fair value during the year that
are directly attributable to changes in credit risk.
Liquidity risk
Liquidity risk is the risk that the Company encounters
difficulties in meeting obligations associated with its financial
liabilities. Liquidity risk may also arise from either the inability
to sell financial instruments when required at their fair values
or from the inability to generate cash inflows as required. The
Company generally maintains a relatively low level of
creditors relative to cash and cash equivalent balances
(£347,000 relative to cash and cash equivalents balance of
£35.1 million at 28 February 2025) and has no borrowings.
The Company always holds sufficient levels of funds as cash
in order to meet expenses and other cash outflows as
required. For these reasons, the Board believes that the
Company’s exposure to liquidity risk is minimal.
Annual Financial Report 2025
2025 2024
£’000 £’000
Cash at bank in hand 96 196
Cash equivalents 34,965 39,493
Loans to investee companies 3,531 5,643
Interest, dividends and other receivables 168 103
38,760 45,435
Notes to the Accounts (cont.)
The Company monitors the level of income received from
fixed, floating and non-interest bearing assets and, if
appropriate, may make adjustments to the allocation
between the categories, in particular should this be required
to ensure compliance with the VCT regulations.
Based on the assumption that the yield of all floating rate
financial instruments would change by an amount equal to
the movement in prevailing interest rates, it is estimated that
an increase or decrease of 1% in interest rates would have
increased or decreased total return before taxation for the
year by £352,000 (2024: £457,000).
Foreign Exchange risk
The Company has made a number of its initial investments in a
foreign currency; most often in Euros or US Dollars, though
these costs are recorded in their GBP equivalents on the
relevant transaction dates. Furthermore, as not all companies’
operations are restricted to the UK, some companies may
function, in part, in a currency other than GBP. The portfolio is
therefore exposed, to some extent, to foreign exchange risk
and specifically that of transaction risk and translation risk. The
Company has assessed the exposure to these risks and have
found them to be not material in the context of the portfolio.
The Investment Manager and the Board regularly review the
exposure to foreign currency movement to make sure the
level of risk is appropriately managed. On realisation of
investments held in foreign currencies, cash is translated to
GBP shortly after receiving the proceeds to limit the amount
of time exposed to foreign currency fluctuations.
Credit risk
Credit risk is the risk that a counterparty to a financial
instrument is unable to discharge a commitment to the
Company made under that instrument. The Company is
exposed to credit risk through its investments in cash
deposits and debtors. Credit risk relating to loan stock in
investee companies is considered to be part of market risk.
The Company is exposed to credit risk as follows:
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The carrying value of loan stock investments (as opposed to the contractual cash flows) at 28 February 2025 as analysed by
expected maturity date is as follows:
Not later Between 1 Between 2 Between 3 More
than 1 Year and 2 Years and 3 Years and 5 Years than 5 Years Total
As at 28 February 2025 £’000 £’000 £’000 £’000 £’000 £’000
Fully performing loan stock 911 1,739 – 718 – 3,368
Past due loan stock 163––––163
1,074 1,739 – 718 – 3,531
As at 29 February 2024
Fully performing loan stock – 957 2,375 1,215 – 4,547
Past due loan stock 1,096––––1,096
1,096 957 2,375 1,215 – 5,643
Of the loan stock classified as “past due” above, the full amount relates to the principal of loan notes where the principal has
passed its maturity date.
Fair Value of Financial Instruments
Fair value measurements recognised in the balance sheet
Investments are valued at fair value as determined using the measurement policies described in note 1. The carrying value of
financial assets and liabilities recorded at amortised cost, which includes short term debtors and creditors, is considered by
Directors to be equivalent to their fair value.
The Company has categorised its financial instruments that are measured subsequent to initial recognition at fair value, using
the fair value hierarchy as follows:
Level 1 – Reflects financial instruments quoted in an active market.
Level 2 – Reflects financial instruments that have been valued using inputs, other than quoted prices, that are observable.
Level 3 – Reflects financial instruments that have been valued using valuation techniques with unobservable inputs.
2025 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Quoted 26 – – 26 21 – – 21
Loan notes – – 3,531 3,531 – – 5,643 5,643
Unquoted investments – – 117,249 117,249 – – 120,347 120,347
26 – 120,780 120,806 21 – 125,990 126,011
There have been no movements between levels during the financial year to 28 February 2025.
Annual Financial Report 2025Annual Financial Report 2025
The Company’s liquidity risk is managed by the Investment
Manager in line with guidance agreed with the Board and is
reviewed by the Board at regular intervals.
Although the Company’s investments are not held to meet
the Company’s liquidity requirements, the table below shows
an analysis of the loan notes, highlighting the length of time
that it could take the Company to realise its loan stock assets
if it were required to do so.
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Annual Financial Report 2025
Reconciliation of fair value for Level 3 financial instruments held at the year end
Loan Notes Unquoted Equity Total
£’000 £’000 £’000
Balance at 1 March 2024 5,643 120,347 125,990
Movements in the income statement:
Gains in the income statement 1,673 (7,365) (5,692)
Reclassification at value (3,317) 3,317 –
Purchases at cost – 5,993 5,993
Sales proceeds (468) (5,043) (5,511)
Balance at 28 February 2025 3,531 117,249 120,780
There is an element of judgement in the choice of
assumptions for unquoted investments. If different
assumptions were used, different valuations could have been
attributed to certain of the VCT’s investments.
16. Capital Management
The Company’s capital is managed in accordance with its
investment policy as shown in the Strategic Report on pages
24 to 25, in pursuit of its principal investment objectives as
stated on page 24. There has been no significant change in
the objectives, policies or processes for managing capital
from the previous year.
By its nature the Company has an amount of capital which
must be invested, and retained, in the relatively high risk
asset class of small UK companies broadly within three years
of that capital being subscribed. The Company accordingly
has limited scope to manage its capital structure in light of
changes in economic conditions and the risk characteristics
of the underlying assets. Subject to this overall constraint
upon the changing capital structure, the Company may
adjust the amount of dividends paid to Shareholders,
purchase its own shares, issue new shares or sell assets if
so required to maintain a level of liquidity to remain a going
concern. Although the Company is permitted to borrow to
give a degree of flexibility, there are no current plans to do so.
As the Company has a low level of liabilities, the Board
considers the Company’s net assets to be its capital. The
Company does not have any externally imposed capital
requirements. The Company has the authority to buy back
shares as described in the Directors’ Report.
17. Post Balance Sheet Events
Between 28 February 2025 and the date of the Annual
Report & Accounts, the Company issued 15,087,371 Ordinary
Shares for an aggregate consideration of £8.0 million under
the combined offer for subscription with ProVen VCT plc
which launched on 6 November 2024. Share issue costs
thereon amounted to £0.4 million.
Since the year end, the Company has made one new
investment and two follow on investments. In March 2025,
£1.0 million was invested into Limitless Travel, an innovative
travel company specialising in accessible holidays for people
with disabilities and restricted mobility. Also in March, a
follow-on investment of £0.2 million was made into MOTH. In
April 2025, a small follow-on investment of £0.1 million was
made into Mojo.
18. Contingencies, Guarantees and
Financial Commitments
The Company had no contingent liabilities, guarantees and
financial commitments at the year end.
19. Related Party Transactions
Beringea LLP is regarded as a related party due to the fact
that Malcolm Moss, a Director of the Company, is also a
Partner of Beringea LLP. Beringea LLP was the Company’s
investment manager during the period. During the year
ended 28 February 2025, £3,312,000 (2024: £3,192,000)
was paid to Beringea LLP in respect of these services. At the
year end the Company owed Beringea LLP £nil (2024: £nil).
Notes to the Accounts (cont.)
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As the Company’s investment manager, Beringea LLP is also
entitled to receive a performance incentive fee based on the
Company’s performance for each financial year to the end of
February. The performance incentive fee arrangements are
set out, in detail, on page 27. For the year ended 28 February
2025, no performance fee was payable to Beringea (2024:
£nil).
Beringea LLP may charge arrangement fees, in line with
industry practice, to companies in which it invests. It may
also receive directors fees or monitoring fees from investee
companies. These costs are borne by the investee company
not the Company. In the year to 28 February 2025, £107,000
(2024: £196,000) was payable to Beringea LLP for
arrangement fees under such arrangements. Directors and
monitoring fees payable to Beringea LLP in the year to
28 February 2025 amounted to £663,000 (2024: £563,000).
Beringea LLP was also the Company’s Administration
Manager during the period. Fees paid to Beringea in its
capacity as Administration Manager for the year ended
28 February 2025 amounted to £206,000 (2024: £114,000)
of which £nil remained outstanding at the year end (2024:
£nil).
During the year ended 28 February 2025 an amount of
£115,000 (2024: £125,000) was paid to the Directors of the
Company for remuneration for services provided to the
Company. No amount was outstanding at the year end (2024:
£nil).
In its role as promoter to the Company, Beringea received
promoter fees totalling £293,000 for the year ended
28 February 2025 (2024: £208,000).
Malcolm Moss, a Director of the Company, is also a Director
of Arctic Shores Limited, Andersen EV plc, Litchfield Media
Limited, Vigilant Applications Limited, Enternships Limited,
and Cogora Group Ltd. During the year, he resigned from the
boards of Lupa Foods Ltd and Donatantonio Group Limited.
Annual Financial Report 2025
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Websites
Latest financial information, including information on recent
investment transactions, newsletters and electronic copies
of Annual Report and Accounts, Half Yearly Financial
Statements and Interim Management Statements can be
found on the Company’s website:
www.proveninvestments.co.uk
Shareholders can also check details of their shareholdings
using MUFG Corporate Markets’s website at
www.signalshares.com.
Dividends
Dividends are paid by the Registrar on behalf of the
Company. Shareholders who wish to have dividends paid
directly into their bank account rather than by cheque to their
registered address can complete a mandate form for this
purpose (forms can be downloaded from
www.mpms.mufg.com
).
Shareholders are also reminded that the Company operates
a Dividend Reinvestment Scheme (“DRIS”). The DRIS
provides Shareholders with the opportunity to reinvest their
cash dividends into new shares in the Company at the latest
published NAV per share. New shares allotted via the DRIS
attract the same tax reliefs as shares purchased through an
offer for subscription. Shareholders who would like to join the
scheme for any future dividends can do so by completing the
Dividend Reinvestment Forms located in the Key Documents
section of the Company’s website at
www.proveninvestments.co.uk
and returning them to the
Company Registrar whose details are set out below.
Alternatively, Shareholders can update their dividend
payment preference using the shareholder portal at
www.signalshares.com
.
Queries relating to dividends and requests for mandate
forms should be directed to the Company’s Registrar:
Registrar: MUFG Corporate Markets (formerly Link Group)
Tel: 0371 664 0324 (calls are charged at the standard
geographic rate and will vary by provider)
Email: shareholderenquiries@cm.mpms.mufg.com:
Address:
MUFG Corporate Markets
PXS 1, Central Square
29 Wellington Street
Leeds, LS1 4DL
Share price
The Company’s share price can be found on various financial
websites with the following TIDM/EPIC code:
TIDM/EPIC code “PGOO”
Latest share price (4 June 2025): 48.1p per share
Selling shares
Shareholders should be aware that they need to hold their
shares for a minimum of five years to retain the income tax
relief they received on investment. Selling your shares may
have tax consequences, therefore, you should contact your
financial adviser if you have any queries.
The Company’s shares can be bought and sold in the same
way as any other Company listed on the London Stock
Exchange via a stockbroker. The Company also operates a
policy of buying its own shares for cancellation as they
become available. The Company is, however, unable to buy
back shares direct from Shareholders, so you will need to
use a stockbroker to sell your shares. If you are considering
selling your shares or trading in the secondary market,
please contact the Company’s Corporate Broker, Panmure
Liberum.
Panmure is able to provide details of close periods (when the
company is prohibited from buying in shares) and details of
the price at which the VCT has bought in shares. Panmure
can be contacted as follows:
Chris Lloyd
0207 886 2716 chris.lloyd@panmureliberum.com
Paul Nolan 0207 886 2717 paul.nolan@panmureliberum.com
Key dates
Annual General Meeting and
Shareholder Event 15 July 2025
Next dividend payment date 15 August 2025
Announcement of half year results November 2025
Unsolicited communication with
Shareholders
Whilst we are not aware of any instances in the last year, we
have in prior years been informed that some Shareholders in
ProVen Growth and Income VCT plc have received unsolicited
telephone calls, e-mails or correspondence concerning
investment matters. Please note that it is very unlikely that
either the Company, Beringea or the Company registrar, Link
Group, would make unsolicited telephone calls, or send e-
mails, to Shareholders. Shareholders can, however, expect
official documentation in connection with the Company and
may receive details of investment activity and new VCT offers
from the Investment Manager. Furthermore, please be
assured that the Company limits access to the Company’s
share register by third parties to the maximum extent
permissible under the Companies Act 2006. If you receive
either an unexpected telephone call or correspondence about
which you have concerns, please contact Beringea LLP, the
Company Secretary, on 020 7845 7820.
Notification of change of address
Communications with Shareholders are mailed to the
registered address held on the share register. In the event of
a change of address, or other amendment, this should be
notified to the Company’s registrar, MUFG Corporate
Markets, under the signature of the registered holder.
Shareholder Information (Unaudited)
Annual Financial Report 2025
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Annual Financial Report 2025
Company Information
Company number
04125326
Directors
Marc Vlessing (Chair)
Natasha Christie-Miller
Malcolm Moss
Anna Kuriakose
all of
Charter House
55 Drury Lane
London WC2B 5SQ
Investment Manager
Beringea LLP
Charter House
55 Drury Lane
London WC2B 5SQ
Tel: 020 7845 7820
www.beringea.com
Registrars
MUFG Corporate Markets
PXS 1, Central Square
29 Wellington Street
Leeds LS1 4DL
Tel: 0371 664 0324
(calls are charged at the
standard geographic rate and
will vary by provider)
www.mpms.mufg.com
Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Corporate Broker
Panmure Liberum
Ropemaker Place
Level 12
25 Ropemaker Street
London EC2Y 9LY
Company Secretary
Beringea LLP
Charter House
55 Drury Lane
London WC2B 5SQ
Registered Office
Charter House
55 Drury Lane
London WC2B 5SQ
Tel: 020 7845 7820
www.proveninvestments.co.uk
Administration Manager
Beringea LLP
Charter House
55 Drury Lane
London WC2B 5SQ
Tel: 020 7845 7820
www.beringea.com
VCT Status Adviser
Philip Hare & Associates LLP
6 Snow Hill
London
EC1A 2AY
Bankers
Royal Bank of Scotland
London Victoria Branch
119/121 Victoria Street
London SW1E 6RA
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London
SE1 9BG
81
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Annual Financial Report 2025Annual Financial Report 2025
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting
of ProVen Growth and Income VCT plc will be held at the
offices of Beringea LLP, at Charter House, 55 Drury Lane,
London, WC2B 5SQ at 12.30pm on Tuesday 15 July 2025.
As Ordinary Business, to consider and, if thought fit, pass
the following resolutions which will be proposed as Ordinary
Resolutions:
1. To receive and adopt the Report of the Directors and
Accounts of the Company for the year ended 28 February
2025 together with the report of the Auditor thereon.
2. To approve the Directors’ Remuneration Report set out on
pages 46 to 49, for the year ended 28 February 2025.
3. To declare a final dividend of 1.5 per Ordinary Share in
respect of the year ended 28 February 2025.
4. To re-appoint BDO LLP as Auditor of the Company to hold
office until the conclusion of the next Annual General
Meeting at which accounts of the Company are presented.
5. To authorise the Directors to determine the Auditor’s
remuneration.
6. To re-elect as Director, Marc Vlessing, who retires in
accordance with the Company’s policy and, being eligible,
offers himself for re-election.
7. To re-elect as Director, Natasha Christie-Miller, who
retires in accordance with the Company’s policy and, being
eligible, offers herself for re-election.
8. To re-elect as Director, Anna Kuriakose, who retires in
accordance with the Company’s policy and, being eligible,
offers herself for re-election.
As Special Business, to consider and, if thought fit, pass the
following resolutions:
ORDINARY RESOLUTION
9. THAT, in addition to existing authorities, the directors of
the Company be and hereby are generally and
unconditionally authorised in accordance with Section 551 of
the Companies Act 2006 (“CA 2006” or the “Act”) to
exercise all the powers of the Company to allot and issue
shares in the capital of the Company and to grant rights to
subscribe for or to convert any security into shares in the
Company up to an aggregate nominal amount of £3,976,124
(representing approximately 75% of the Ordinary Share
capital in issue at today’s date), provided that the authority
conferred by this resolution shall expire on the conclusion of
the next Annual General Meeting of the Company held after
the passing of this resolution or, if earlier, on the expiry of
15 months on the passing of this resolution (unless renewed,
varied or revoked by the Company in a general meeting) but
so that this authority shall allow the Company to make, before
the expiry of this authority, offers or agreements which would
or might require shares to be allotted or rights to be granted
after such expiry.
SPECIAL RESOLUTIONS
10. THAT, the directors of the Company be and hereby are
empowered pursuant to Sections 570(1) of the CA 2006 to
allot or make offers to or agreements to allot equity securities
(which expression shall have the meaning ascribed to it in
Section 560(1) of the CA 2006) for cash pursuant to the
authority given pursuant to resolution 9 above, as if Section
561(1) of the CA 2006 (pre-emption rights) did not apply to
such allotment, provided that the power provided by this
resolution shall expire on the conclusion of the next Annual
General Meeting of the Company held after the passing of
this resolution or, if earlier, on the expiry of 15 months on the
passing of this resolution (unless renewed, varied or revoked
by the Company in general meeting) but so that this authority
shall allow the Company to make, before the expiry of this
authority, offers or agreements which would or might require
equity securities to be allotted after such expiry.
11. THAT, the Company be and is hereby generally and
unconditionally authorised for the purpose of section 701 of
the Act to make one or more market purchases (as defined in
section 693(4) of the Act) of Ordinary Shares provided that:
(i) the maximum number of Ordinary Shares hereby
authorised to be purchased is 49,093,803 representing
approximately 14.99% of the present issued Ordinary Share
capital of the Company;
(ii) the minimum price (exclusive of expenses) which may be
paid for such Ordinary Shares is 10p the nominal amount
thereof;
(iii) the maximum price (exclusive of expenses) which may be
paid for such Ordinary Shares shall be an amount equal to 5
per cent. above the average of the middle market quotations
for such class of the Company’s shares, as derived from the
Daily Official List of the London Stock Exchange, for the five
business days immediately preceding the day on which the
purchase was made;
(iv) the Company may make a contract to purchase its own
Ordinary Shares under this authority prior to the expiry of this
authority, and such contract will or may be executed wholly or
partly after the expiry of this authority, and the Company may
make a purchase of its own Ordinary Shares in pursuance of
any such contract;
and this power, unless previously varied, revoked or renewed,
shall come to an end at the conclusion of the Annual General
Meeting of the Company next following the passing of this
resolution or, if earlier, on the expiry of 15 months from the
passing of this resolution.
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Annual Financial Report 2025
12. That, in accordance with article 151 of the Company‘s
articles of association (the “Articles”), the Directors be and
are hereby authorised to continue to apply the Company’s
Dividend Reinvestment Scheme on the terms and conditions
of that scheme (as set out on the Company’s webpage at
www.proveninvestments.co.uk
), and to apply such scheme to
all dividends that may be declared on the Ordinary Shares
within the period from the passing of this resolution 12 and
ending at the conclusion of the next Annual General Meeting
of the Company to be held following the date of this meeting
and, in accordance with and subject to limits set out in the
authority contained in resolution number 9, the Directors be
and hereby are generally and unconditionally authorised in
accordance with section 551 of the Act to exercise all powers
of the Company to allot Ordinary Shares pursuant to the
terms and conditions of the Dividend Reinvestment Scheme
referred to above and to apply that scheme to all dividends
declared or paid in the period commencing on the date of
this resolution 12 and ending on the conclusion of the next
Annual General Meeting of the Company held after the
passing of this resolution or, if earlier, on the expiry of
15 months on the passing of this resolution (unless renewed,
varied or revoked by the Company in a general meeting) and,
notwithstanding the provisions of article 151, the Directors be
and are hereby authorised to determine the issue price of
such Ordinary Shares in accordance with the terms and
conditions of the Dividend Reinvestment Scheme referred to
above.
By order of the Board
Beringea LLP
Company Secretary
Registered Office:
Charter House,
55 Drury Lane,
London WC2B 5SQ
5 June 2025
Information regarding the Annual General Meeting,
including the information required by section 311A of the
Companies Act 2006, is available from
www.proveninvestments.co.uk.
Note: Please see the notes set out on pages 84 and 85
which contain important information about the Annual
General Meeting.
Additional note regarding changes to the Board
Please note that Malcolm Moss, who has been a
Director of the Company since 2007, will be stepping
down from the Board with effect from 15 July 2025 and
therefore will not be offering himself for re-election. It is
not currently proposed to replace him with another
director.
83
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Annual Financial Report 2025
The following notes explain your general rights as a
Shareholder and your right to vote at the Annual General
Meeting.
1. To be entitled to vote at the Annual General Meeting (and
for the purpose of the determination by the Company of the
number of votes they may cast), Shareholders must be
registered in the Register of Members of the Company at
close of trading on 11 July 2025. Changes to the Register of
Members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the
Annual General Meeting.
2. Any Shareholder attending the Annual General Meeting
has the right to ask questions relating to the business being
dealt with at the meeting which, in accordance with section
319A of the Companies Act 2006, the Company must cause
to be answered.
3. This year, the Company will also offer Shareholders the
option to follow proceedings of the meeting via conference
call link. Any Shareholders who wish to listen to the meeting
remotely, should email info@beringea.co.uk
for joining
instructions. Please note that Shareholders will not be able to
vote or ask questions at the AGM when joining remotely.
Shareholders who wish to submit questions in advance of
the AGM may do so via e-mail to info@beringea.co.uk
and
the Board will respond to questions raised at the meeting.
4. The right to appoint a proxy does not apply to persons
whose shares are held on their behalf by another person and
who have been nominated to receive communications from
the Company in accordance with Section 146 of the
Companies Act 2006 (“nominated persons”). Nominated
persons may have a right under an agreement with the
member who holds the shares on their behalf to be
appointed (or to have someone else appointed) as a proxy.
Alternatively, if nominated persons do not have such a right,
or do not wish to exercise it, they may have a right under
such an agreement to give instructions to the person holding
the shares as to the exercise of voting rights.
5. We recommend that all Shareholders appoint the Chair of
the meeting as proxy. This will ensure that your vote is
counted even if attendance at the meeting is restricted or
you or any other proxy you might appoint are unable to attend
in person. The return of a completed proxy will not prevent a
member attending the Annual General Meeting and voting in
person if the member wishes to do so.
6. In the case of a Shareholder which is a company, the
proxy form must be executed under its common seal or
signed on its behalf by an officer of the company or an
attorney for the company. Any power of attorney or any other
authority under which the proxy form is signed (or a duly
certified copy of such power or authority) must be included
with the proxy form. For the purposes of determining the time
for delivery of proxies, no account has been taken of any part
of a day that is not a working day.
7. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the
appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which the
names of the joint holders appear in the Company’s Register
of Members in respect of the joint holding (the first named
being the most senior).
8. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or
against the resolution. If no voting indication is given, your
proxy will vote or abstain from voting at his or her discretion.
Your proxy will vote (or abstain from voting) as he or she
thinks fit in relation to any other matter which is put before
the Annual General Meeting.
9. To be valid, any Form of Proxy or other instrument
appointing a proxy, must be returned by no later than
12.30pm on 11 July 2025 through any one of the following
methods:
i) by post, courier or (during normal business hours only)
hand to the Company’s UK registrar at:
MUFG Corporate Markets
PXS 1, Central Square
29 Wellington Street
Leeds LS1 4DL;
ii) electronically through the website of the Company’s UK
registrar at www.signalshares.com;
or
iii) in the case of shares held through CREST, via the CREST
system (see notes below);
We strongly recommend voting electronically at
www.signalshares.com
as your vote will automatically be
counted.
10. If you return more than one proxy appointment, either by
paper or electronic communication, the appointment
received last by the Registrar before the latest time for the
receipt of proxies will take precedence. You are advised to
read the terms and conditions of use carefully. Electronic
communication facilities are open to all Shareholders and
those who use them will not be disadvantaged.
11. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the Annual General Meeting (and any
adjournment of the Annual General Meeting) by using the
procedures described in the CREST Manual (available from
www.euroclear.com
). CREST Personal Members or other
CREST sponsored members, and those CREST members
who have appointed a service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able
to take the appropriate action on their behalf. CREST
Notes for Notice of
Annual General Meeting
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Annual Financial Report 2025
members are strongly encouraged to appoint the Chair as
their proxy to exercise all or part of their rights to attend and
vote on their behalf at the Annual General Meeting.
12. In order for a proxy appointment or instruction made by
means of CREST to be valid, the appropriate CREST
message (a ‘CREST Proxy Instruction’) must be properly
authenticated in accordance with Euroclear UK &
International Limited’s specifications and must contain the
information required for such instructions, as described in the
CREST Manual. The message must be transmitted so as to
be received by the issuer’s agent (ID RA10) by 12.30pm on 11
July 2025. For this purpose, the time of receipt will be taken
to mean the time (as determined by the timestamp applied to
the message by the CREST application host) from which the
issuer’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time,
any change of instructions to proxies appointed through
CREST should be communicated to the appointee through
other means.
13. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear UK & International Limited does not make available
special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply in
relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if
the CREST member is a CREST personal member, or
sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary
to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST
sponsors or voting system providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The
Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
14. Any corporation which is a Shareholder can appoint one
or more corporate representatives who may exercise on its
behalf all of its powers as a Shareholder provided that no
more than one corporate representative exercises powers in
relation to the same shares.
15. As at 4 June 2025 (being the latest practicable business
day prior to the publication of this Notice), the Company’s
ordinary issued share capital consists of 327,510,361 Ordinary
Shares, carrying one vote each. Therefore, the total voting
rights in the Company as at 4 June 2025 are 327,510,361.
16. Under Section 527 of the Companies Act 2006,
Shareholders meeting the threshold requirements set out in
that section have the right to require the Company to publish
on a website a statement setting out any matter relating to:
(i) the audit of the Company’s financial statements (including
the Auditor’s Report and the conduct of the audit) that are to
be laid before the Annual General Meeting; or (ii) any
circumstances connected with an auditor of the Company
ceasing to hold office since the previous meeting at which
annual financial statements and reports were laid in
accordance with Section 437 of the Companies Act 2006
(in each case) that the shareholders propose to raise at the
relevant meeting. The Company may not require the
Shareholders requesting any such website publication to pay
its expenses in complying with Sections 527 or 528 of the
Companies Act 2006. Where the Company is required to
place a statement on a website under Section 527 of the
Companies Act 2006, it must forward the statement to the
Company’s auditor not later than the time when it makes the
statement available on the website. The business which may
be dealt with at the Annual General Meeting for the relevant
financial year includes any statement that the Company has
been required under Section 527 of the Companies Act
2006 to publish on a website.
17. The following documents are available on request by
email to info@beringea.co.uk
from the date of this Notice until
the time of the Annual General Meeting:
• copies of the Directors’ Letters of Appointments; and
• copies of the Register of Directors’ interests in the
Ordinary Shares of the Company.
Resolutions 6-8 propose the re-election of three of the
Directors, in line with Company policy. The Board
recommends that Shareholders take into consideration each
Director’s considerable experience in VCTs as well as other
areas, as shown in their respective biographies on page 23 in
order to support the resolutions to re-elect all Directors, save
for Malcolm Moss who will resign from the Board with effect
from 15 July 2025 and will therefore not offer himself up for
re-election. In particular, Marc Vlessing’s career as a founder
and successful entrepreneur, Natasha Christie-Miller
significant experience in sales and marketing as well as a
successful track record of growing B2B businesses and
Anna Kuriakose’s expertise in working in technology
companies as well as building and scaling companies
globally. The Board therefore has no hesitation in
recommending each of the Directors standing for re-election
at the AGM.
18. You may not use any electronic address (within the
meaning of Section 333(4) of the Companies Act 2006)
provided in either this Notice or any related documents
(including the Form of Proxy) to communicate with the
Company for any purposes other than those expressly
stated.
A copy of this Notice, and other information required by
Section 311A of the Companies Act 2006, can be found on
the Company’s website at www.proveninvestments.co.uk
.
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177655 Beringea PGI R&A Pt5_177655 Beringea PGI R&A Pt5 06/06/2025 07:00 Page 86